UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM10-K

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20162018

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                  to                 

 

Commission File Number

  Exact name of registrants as specified in their charters  

I.R.S. Employer

Identification Number

001-08489  DOMINION RESOURCES,ENERGY, INC.  54-1229715
000-55337  VIRGINIA ELECTRIC AND POWER COMPANY  54-0418825
001-37591  DOMINION ENERGY GAS HOLDINGS, LLC  46-3639580
  

VIRGINIA

(State or other jurisdiction of incorporation or organization)

  
  

120 TREDEGAR STREET

RICHMOND, VIRGINIA

(Address of principal executive offices)

  

23219

(Zip Code)

   

(804)819-2000

(Registrants’ telephone number)

   

Securities registered pursuant to Section 12(b) of the Act:

 

Registrant

 

Title of Each Class

 

Name of Each Exchange

on Which Registered

DOMINION RESOURCES,ENERGY, INC. Common Stock, no par valueNew York Stock Exchange
2014 Series A 6.375% Corporate Units New York Stock Exchange
 2016 Series A 6.75% Corporate Units New York Stock Exchange
 2016 Series A 5.25% Enhanced Junior Subordinated Notes New York Stock Exchange

DOMINION ENERGY GAS

HOLDINGS, LLC

 2014 Series C 4.6% Senior Notes New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

VIRGINIA ELECTRIC AND POWER COMPANY

Common Stock, no par value

DOMINION ENERGY GAS HOLDINGS, LLC

Limited Liability Company Membership Interests

 

 

Indicate by check mark whether the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.

Dominion Resources,Energy, Inc.    Yes  ☒    No  ☐        Virginia Electric and Power Company    Yes  ☒    No  ☐        Dominion Energy Gas Holdings, LLC    Yes  ☒    No  ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Dominion Resources,Energy, Inc.    Yes  ☐    No  ☒        Virginia Electric and Power Company    Yes   ☐    No  ☒        Dominion Energy Gas Holdings, LLC    Yes  ☐    No  ☒

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.

Dominion Resources,Energy, Inc.    Yes  ☒    No  ☐    Virginia Electric and Power Company    Yes  ☒    No  ☐     Dominion Energy Gas Holdings, LLC     Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Dominion Resources,Energy, Inc.    Yes  ☒    No  ☐        Virginia Electric and Power Company    Yes  ☒    No  ☐        Dominion Energy Gas Holdings, LLC    Yes  ☒    No  ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of RegulationS-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to this Form10-K.

Dominion Resources,Energy, Inc.            Virginia Electric and Power Company    ☒        Dominion Energy Gas Holdings, LLC    ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” andfiler,” “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act.

Dominion Resources,Energy, Inc.

 

Large accelerated filer  ☒ Accelerated filer  ☐ Non-accelerated filer  ☐     Smaller reporting company  ☐
Emerging growth company  ☐

Virginia Electric and Power Company

 

Large accelerated filer  ☐ Accelerated filer  ☐ Non-accelerated filer  ☒     Smaller reporting company  ☐
Emerging growth company  ☐

Dominion Energy Gas Holdings, LLC

 

Large accelerated filer  ☐ Accelerated filer  ☐ Non-accelerated filer  ☒     Smaller reporting company  ☐
  

(Do not check if a smaller

reporting company)

 Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule12b-2 of the Act).

Dominion Resources,Energy, Inc.    Yes  ☐    No  ☒        Virginia Electric and Power Company    Yes  ☐    No  ☒        Dominion Energy Gas Holdings, LLC    Yes  ☐    No  ☒

The aggregate market value of Dominion Resources,Energy, Inc. common stock held bynon-affiliates of Dominion Energy was approximately $47.9$44.4 billion based on the closing price of Dominion’sDominion Energy’s common stock as reported on the New York Stock Exchange as of the last day of Dominion’sDominion Energy’s most recently completed second fiscal quarter. Dominion Energy is the sole holder of Virginia Electric and Power Company common stock. At February 15, 2017,2019, Dominion Energy had 628,115,398799,314,079 shares of common stock outstanding and Virginia Power had 274,723 shares of common stock outstanding. Dominion Resources,Energy, Inc. holds all of the membership interests of Dominion Energy Gas Holdings, LLC.

DOCUMENT INCORPORATED BY REFERENCE.

Portions of Dominion’s 2017Dominion Energy’s 2019 Proxy Statement are incorporated by reference in Part III.

This combined Form10-K represents separate filings by Dominion Resources,Energy, Inc., Virginia Electric and Power Company and Dominion Energy Gas Holdings, LLC. Information contained herein relating to an individual registrant is filed by that registrant on its own behalf. Virginia Electric and Power Company and Dominion Energy Gas Holdings, LLC make no representations as to the information relating to Dominion Resources,Energy, Inc.’s other operations.

VIRGINIA ELECTRIC AND POWER COMPANY AND DOMINION ENERGY GAS HOLDINGS, LLC MEET THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I(1)(a) AND (b) OF FORM10-K AND ARE FILING THIS FORM10-K UNDER THE REDUCED DISCLOSURE FORMAT.

 

 

 


Dominion Resources,Energy, Inc., Virginia Electric and

Power Company and Dominion Energy Gas Holdings, LLC

 

 

Item

Number

      

Page

Number

 

 

      

Page

Number

 

 

  

Glossary of Terms

   3   

Glossary of Terms

   3 

Part I

Part I

  

Part I

  

1.

  

Business

   8   

Business

   8 

1A.

  

Risk Factors

   25   

Risk Factors

   29 

1B.

  

Unresolved Staff Comments

   32   

Unresolved Staff Comments

   37 

2.

  

Properties

   32   

Properties

   38 

3.

  

Legal Proceedings

   36   

Legal Proceedings

   43 

4.

  

Mine Safety Disclosures

   36   

Mine Safety Disclosures

   43 
  

Executive Officers of Dominion

   37   

Executive Officers of Dominion Energy

   44 

Part II

Part II

  

Part II

  

5.

  

Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

   38   

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

   45 

6.

  

Selected Financial Data

   39   

Selected Financial Data

   46 

7.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   40   

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   47 

7A.

  

Quantitative and Qualitative Disclosures About Market Risk

   58   

Quantitative and Qualitative Disclosures About Market Risk

   66 

8.

  

Financial Statements and Supplementary Data

   60   

Financial Statements and Supplementary Data

   69 

9.

  

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

   168   

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

   192 

9A.

  

Controls and Procedures

   168   

Controls and Procedures

   192 

9B.

  

Other Information

   171   

Other Information

   195 

Part III

Part III

  

Part III

  

10.

  

Directors, Executive Officers and Corporate Governance

   172   

Directors, Executive Officers and Corporate Governance

   196 

11.

  

Executive Compensation

   172   

Executive Compensation

   196 

12.

  

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

   172   

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

   196 

13.

  

Certain Relationships and Related Transactions, and Director Independence

   172   

Certain Relationships and Related Transactions, and Director Independence

   196 

14.

  

Principal Accountant Fees and Services

   173   

Principal Accountant Fees and Services

   197 

Part IV

Part IV

  

Part IV

  

15.

  

Exhibits and Financial Statement Schedules

   174   

Exhibits and Financial Statement Schedules

   198 

16.

  

Form 10-K Summary

   181   

Form10-K Summary

   205 

 

2    



Glossary of Terms

 

The following abbreviations or acronyms used in this Form10-K are defined below:

 

Abbreviation or Acronym  Definition

2013 Biennial Review Order

Order issued by the Virginia Commission in November 2013 concluding the 2011—2012 biennial review of Virginia Power’s base rates, terms and conditions

2013 Equity Units

  

Dominion’sDominion Energy’s 2013 Series A Equity Units and 2013 Series B Equity Units issued in June 2013

2014 Equity Units

  

Dominion’sDominion Energy’s 2014 Series A Equity Units issued in July 2014

2015 Biennial Review Order

Order issued by the Virginia Commission in November 2015 concluding the 2013—2014 biennial review of Virginia Power’s base rates, terms and conditions

2016 Equity Units

  

Dominion’sDominion Energy’s 2016 Series A Equity Units issued in August 2016

2017 Tax Reform Act

An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018 (previously known as The Tax Cuts and Jobs Act) enacted on December 22, 2017

2019 Proxy Statement

  

Dominion 2017Energy 2019 Proxy Statement, FileNo. 001-08489

ABO

  

Accumulated benefit obligation

AFUDC

  

Allowance for funds used during construction

Align RNG

Align RNG, LLC, a joint venture between Dominion Energy and Smithfield Foods, Inc.

AMI

  

Advanced Metering Infrastructure

AMR

  

Automated meter reading program deployed by East Ohio

AOCI

  

Accumulated other comprehensive income (loss)

APCo

Appalachian Power Company

ARO

  

Asset retirement obligation

ARP

Acid Rain Program, a market-based initiative for emissions allowance trading, established pursuant to Title IV of the CAA

Atlantic Coast Pipeline

  

Atlantic Coast Pipeline, LLC, a limited liability company owned by Dominion Energy, Duke and Southern Company Gas (formerly known as AGL Resources Inc.)

Atlantic Coast Pipeline Project

  

The approximately600-mile natural gas pipeline running from West Virginia through Virginia to North Carolina which will be owned by Dominion Energy, Duke and Southern Company Gas (formerly known as AGL Resources Inc.) and constructed and operated by DTIDETI

BACT

  

Best available control technology

Bankruptcy Court

U.S. Bankruptcy Court for the Southern District of New York

bcf

  

Billion cubic feet

bcfe

  

Billion cubic feet equivalent

Bear Garden

  

A 590 MW combined cycle,combined-cycle, naturalgas-fired power station in Buckingham County, Virginia

BGEPA

Blue Racer

  

Bald and Golden Eagle Protection Act

Blue Racer Midstream, LLC, a joint venture between DominionCaiman and CaimanFR BR Holdings, LLC effective December 2018

BP

  

BP Wind Energy North America Inc.

Brayton Point

Brayton Point power station

BREDL

Blue Ridge Environmental Defense League

Brunswick County

  

A 1,376 MW combined cycle,combined-cycle, naturalgas-fired power station in Brunswick County, Virginia

CAA

  

Clean Air Act

Caiman

  

Caiman Energy II, LLC

CAIR

Clean Air Interstate Rule

CAISO

  

California ISO

CAO

  

Chief Accounting Officer

CAP

IRS Compliance Assurance Process

CCR

  

Coal combustion residual

CEA

  

Commodity Exchange Act

CEO

  

Chief Executive Officer

CERCLA

  

Comprehensive Environmental Response, Compensation and Liability Act of 1980, also known as Superfund

CFO

  

Chief Financial Officer

CFTC

Commodity Futures Trading Commission

CGN Committee

  

Compensation, Governance and Nominating Committee of Dominion’sDominion Energy’s Board of Directors

Clean Power Plan

  

Regulations issued by the EPA in August 2015 for states to follow in developing plans to reduce CO2 emissions from existing fossil fuel-fired electric generating units, stayed by the U.S. Supreme Court in February 2016 pending resolution of court challenges by certain states

CNG

  

Consolidated Natural Gas Company

CNO

Chief Nuclear Officer

CO2

  

Carbon dioxide

COLColonial Trail West

  

Combined Construction Permit and Operating LicenseAn approximately 142 MW proposed utility-scale solar power station located in Surry County, Virginia

Companies

  

Dominion Energy, Virginia Power and Dominion Energy Gas, collectively

COO

Chief Operating Officer

Cooling degree days

  

Units measuring the extent to which the average daily temperature is greater than 65 degrees Fahrenheit, calculated as the difference between 65 degrees and the average temperature for that day

Corporate Unit

  

A stock purchase contract and 1/20 or 1/40 interest in a RSN issued by Dominion Energy

Cove Point

  

Dominion Energy Cove Point LNG, LP

Cove Point Holdings

  

Cove Point GP Holding Company, LLC

Cove Point LNG Facility

An LNG terminalling and storage facility located on the Chesapeake Bay in Lusby, Maryland owned by Cove Point

Cove Point Pipeline

A136-mile natural gas pipeline owned by Cove Point that connects the Cove Point LNG Facility to interstate natural gas pipelines

CPCN

  

Certificate of Public Convenience and Necessity

CSAPR

Cross State Air Pollution Rule

CWA

  

Clean Water Act

DECG

Dominion Energy Carolina Gas Transmission, LLC

DES

Dominion Energy Services, Inc.

DETI

Dominion Energy Transmission, Inc.

DGI

Dominion Generation, Inc.

 

    3


 



Abbreviation or Acronym  Definition

DCG

Dominion Carolina Gas Transmission, LLC (successor by statutory conversion to and formerly known as Carolina Gas Transmission Corporation)

DEI

Dominion Energy, Inc.

DGP

  

Dominion Gathering and Processing, Inc.

Dodd-Frank Act

  

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010

DOE

  

U.S. Department of Energy

Dominion Energy

  

The legal entity, Dominion Resources,Energy, Inc., one or more of its consolidated subsidiaries (other than Virginia Power and Dominion Energy Gas) or operating segments, or the entirety of Dominion Resources,Energy, Inc. and its consolidated subsidiaries

Dominion Energy Direct®

  

A dividend reinvestment and open enrollment direct stock purchase plan

Dominion Energy Gas

  

The legal entity, Dominion Energy Gas Holdings, LLC, one or more of its consolidated subsidiaries or operating segment, or the entirety of Dominion Energy Gas Holdings, LLC and its consolidated subsidiaries

Dominion Energy Midstream

The legal entity, Dominion Energy Midstream Partners, LP, one or more of its consolidated subsidiaries, Cove Point Holdings, Iroquois GP Holding Company, LLC, DECG and Dominion Energy Questar Pipeline (beginning December 1, 2016), or the entirety of Dominion Energy Midstream Partners, LP and its consolidated subsidiaries

Dominion Energy Questar

The legal entity, Dominion Energy Questar Corporation, one or more of its consolidated subsidiaries, or the entirety of Dominion Energy Questar Corporation and its consolidated subsidiaries

Dominion Energy Questar Combination

Dominion Energy’s acquisition of Dominion Energy Questar completed on September 16, 2016 pursuant to the terms of the agreement and plan of merger entered on January 31, 2016

Dominion Energy Questar Pipeline

Dominion Energy Questar Pipeline, LLC, one or more of its consolidated subsidiaries, or the entirety of Dominion Energy Questar Pipeline, LLC and its consolidated subsidiaries

Dominion Iroquois

  

Dominion Iroquois, Inc., which, effective May 2016, holds a 24.07% noncontrolling partnership interest in Iroquois

Dominion Midstream

The legal entity, Dominion Midstream Partners, LP, one or more of its consolidated subsidiaries, Cove Point Holdings, Iroquois GP Holding Company, LLC, DCG (beginning April 1, 2015) and Questar Pipeline (beginning December 1, 2016) or operating segment, or the entirety of Dominion Midstream Partners, LP and its consolidated subsidiaries

Dominion Questar

The legal entity, Dominion Questar Corporation (formerly known as Questar Corporation), one or more of its consolidated subsidiaries or operating segment, or the entirety of Dominion Questar Corporation and its consolidated subsidiaries

Dominion Questar Combination

Dominion’s acquisition of Dominion Questar completed on September 16, 2016 pursuant to the terms of the agreement and plan of merger entered on January 31, 2016

DRS

Dominion Resources Services, Inc.

DSM

  

Demand-side management

Dth

  

Dekatherm

DTI

Dominion Transmission, Inc.

Duke

  

The legal entity, Duke Energy Corporation, one or more of its consolidated subsidiaries or operating segments, or the entirety of Duke Energy Corporation and its consolidated subsidiaries

DVPEagle Solar

  

Dominion Virginia Power operating segment

EA

Environmental assessmentEagle Solar, LLC, a wholly-owned subsidiary of DGI

East Ohio

  

The East Ohio Gas Company, doing business as Dominion EastEnergy Ohio

Eastern Market Access Project

  

Project to provide 294,000 Dths/day of firm transportation service to help meet demand for natural gas for Washington Gas Light Company, a local gas utility serving customers in D.C., Virginia and Maryland, and Mattawoman Energy, LLC for its new electric power generation facility to be built in Maryland

Elwood

Elwood power station

Energy Choice

  

Program authorized by the Ohio Commission which provides energy customers with the ability to shop for energy options from a group of suppliers certified by the Ohio Commission

EPA

  

U.S. Environmental Protection Agency

EPACT

  

Energy Policy Act of 2005

EPS

  

Earnings per share

ERISA

  

The Employee Retirement Income Security Act of 1974

ERM

Enterprise Risk Management

ERO

  

Electric Reliability Organization

ESA

Excess Tax Benefits

  

Endangered Species Act

Benefits of tax deductions in excess of the compensation cost recognized for stock-based compensation

Fairless

Fairless power station

FASB

  

Financial Accounting Standards Board

FERC

  

Federal Energy Regulatory Commission

FILOT

Fee in lieu of taxes

Fitch

  

Fitch Ratings Ltd.

Four Brothers

  

Four Brothers Solar, LLC, a limited liability company owned by Dominion Energy and Four Brothers Holdings, LLC, a wholly-owned subsidiary of NRGGIP effective November 2016August 2018

Fowler Ridge

  

Fowler I Holdings LLC, a wind-turbine facility joint venture with BP in Benton County, Indiana

FTA

Free Trade Agreement

FTRs

  

Financial transmission rights

GAAP

  

U.S. generally accepted accounting principles

Gal

  

Gallon

Gas Infrastructure

Gas Infrastructure Group operating segment

GENCO

South Carolina Generating Company, Inc.

GHG

  

Greenhouse gas

GIP

The legal entity, Global Infrastructure Partners, one or more of its consolidated subsidiaries (including, effective August 2018, Four Brothers Holdings, LLC, Granite Mountain Renewables, LLC, and Iron Springs Renewables, LLC) or operating segments, or the entirety of Global Infrastructure Partners and its consolidated subsidiaries

Granite Mountain

  

Granite Mountain Holdings, LLC, a limited liability company owned by Dominion Energy and Granite Mountain Renewables, LLC, a wholly-owned subsidiary of NRGGIP effective November 2016August 2018

Green Mountain

  

Green Mountain Power Corporation

GreenHat

GreenHat Energy, LLC

4


Abbreviation or AcronymDefinition

Greensville County

  

An approximatelyA 1,588 MW combined-cycle, naturalgas-fired combined-cycle power station under construction in Greensville County, Virginia

GTSA

Virginia Grid Transformation and Security Act of 2018

Hastings

  

A natural gas processing and fractionation facility located near Pine Grove, West Virginia

HATFA of 2014

Highway and Transportation Funding Act of 2014

4



Abbreviation or AcronymDefinition

Heating degree days

  

Units measuring the extent to which the average daily temperature is less than 65 degrees Fahrenheit, calculated as the difference between 65 degrees and the average temperature for that day

Hope

  

Hope Gas, Inc., doing business as Dominion HopeEnergy West Virginia

Idaho Commission

  

Idaho Public Utilities Commission

IRCA

  

Intercompany revolving credit agreement

Iron Springs

  

Iron Springs Holdings, LLC, a limited liability company owned by Dominion Energy and Iron Springs Renewables, LLC, a wholly-owned subsidiary of NRGGIP effective November 2016August 2018

Iroquois

  

Iroquois Gas Transmission System, L.P.

IRS

  

Internal Revenue Service

ISO

  

Independent system operator

ISO-NE

  

ISO New England

July 2016 hybrids

  

Dominion’sDominion Energy’s 2016 Series A Enhanced Junior Subordinated Notes due 2076

June 2006 hybrids

  

Dominion’sDominion Energy’s 2006 Series A Enhanced Junior Subordinated Notes due 2066

June 2009 hybrids

Dominion’s 2009 Series A Enhanced Junior Subordinated Notes due 2064, subject to extensions no later than 2079

Kewaunee

  

Kewaunee nuclear power station

Keys Energy Project

Project to provide 107,000 Dths/day of firm transportation service from Cove Point’s interconnect with Transco in Fairfax County, Virginia to Keys Energy Center, LLC’s power generating facility in Prince George’s County, Maryland

Kincaid

Kincaid power station

kV

  

Kilovolt

Leidy South Project

Project to provide 155,000 Dths/day of firm transportation service from Clinton County, Pennsylvania to Loudoun County, Virginia

Liability Management Exercise

  

Dominion Energy exercise in 2014 to redeem certain debt and preferred securities

LIBOR

  

London Interbank Offered Rate

LIFO

  

Last-in-first-out inventory method

LineTL-388

A37-mile,24-inch gathering pipeline extending from Texas Eastern, LP in Noble County, Ohio to its terminus at Dominion’s Gilmore Station in Tuscarawas County, Ohio

Liquefaction Project

  

A natural gas export/liquefaction facility currently under construction byat Cove Point

LNG

  

Liquefied natural gas

Local 50

  

International Brotherhood of Electrical Workers Local 50

Local 69

  

Local 69, Utility Workers Union of America, United Gas Workers

Lordstown Project

Project to provide 129,000 Dths/day of firm transportation service to the Lordstown power station in northeast Ohio

LTIP

  

Long-term incentive program

MAP 21 ActManchester

  

Moving Ahead for Progress in the 21st Century ActManchester power station

Massachusetts Municipal

  

Massachusetts Municipal Wholesale Electric Company

MATS

  

Utility Mercury and Air Toxics Standard Rule

MBTA

mcf

  

Migratory Bird Treaty Act of 1918

Thousand cubic feet

mcfe

  

Thousand cubic feet equivalent

MD&A

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

MGD

  

Million gallons a day

Millstone

  

Millstone nuclear power station

MISO

Midcontinent Independent System Operator, Inc.

MLP

Master limited partnership, also known as publicly traded partnership

Moody’s

  

Moody’s Investors Service

Morgans CornerMtpa

  

Morgans Corner Solar Energy, LLCMillion metric tons per annum

MW

  

Megawatt

MWh

  

Megawatt hour

NAAQSNatural Gas Rate Stabilization Act

  

National Ambient Air Quality StandardsLegislation effective February 16, 2005 designed to improve and maintain natural gas service infrastructure to meet the needs of customers in South Carolina

NAV

  

Net asset value

NedPower

  

NedPower Mount Storm LLC, a wind-turbine facility joint venture between Dominion Energy and Shell in Grant County, West Virginia

NEIL

  

Nuclear Electric Insurance Limited

NERC

  

North American Electric Reliability Corporation

NG

  

Collectively, North East Transmission Co., Inc. and National Grid IGTS Corp.

NGL

  

Natural gas liquid

NJNR

  

NJNR Pipeline Company

NO2NND Project

  

Nitrogen dioxideV.C. Summer units 2 and 3 new nuclear development project under which SCANA and Santee Cooper undertook to construct two Westinghouse AP1000 Advanced Passive Safety nuclear units in Jenkinsville, South Carolina

North Anna

  

North Anna nuclear power station

North Carolina Commission

  

North Carolina Utilities Commission

Northern System

  

Collection of approximately 131 miles of various diameter natural gas pipelines in Ohio

NOX

  

Nitrogen oxide

NRC

  

U.S. Nuclear Regulatory Commission

5



Abbreviation or AcronymDefinition

NRG

  

The legal entity, NRG Energy, Inc., one or more of its consolidated subsidiaries (including, effective November 2016 through August 2018, Four Brothers Holdings, LLC, Granite Mountain Renewables, LLC and Iron Springs Renewables, LLC) or operating segments, or the entirety of NRG Energy, Inc. and its consolidated subsidiaries

5


Abbreviation or AcronymDefinition

NSPS

  

New Source Performance Standards

NYSE

  

New York Stock Exchange

October 2014 hybrids

  

Dominion’sDominion Energy’s 2014 Series A Enhanced Junior Subordinated Notes due 2054

ODEC

  

Old Dominion Electric Cooperative

Ohio Commission

  

Public Utilities Commission of Ohio

Order 1000

  

Order issued by FERC adopting new requirements for electric transmission planning, cost allocation and development

Philadelphia Utility Index

  

Philadelphia Stock Exchange Utility Index

PHMSA

  

Pipeline and Hazardous Materials Safety Administration

PIPP

  

Percentage of Income Payment Plan deployed by East Ohio

PIR

  

Pipeline Infrastructure Replacement program deployed by East Ohio

PJM

  

PJM Interconnection, L.L.C.

Power Delivery

Power Delivery Group operating segment

Power Generation

Power Generation Group operating segment

ppb

Parts-per-billion

PREP

  

Pipeline Replacement and Expansion Program, a program of replacing, upgrading and expanding natural gas utility infrastructure deployed by Hope

PSMP

Pipeline Safety and Management Program deployed by East Ohio to ensure the continued safe and reliable operation of East Ohio’s system and compliance with pipeline safety laws

ppb

Parts-per-billion

PSD

  

Prevention of significant deterioration

PSNC

Public Service Company of North Carolina, Incorporated

Questar Gas

  

Questar Gas Company,

Questar Pipeline

Questar Pipeline, LLC (successor by statutory conversion to doing business as Dominion Energy Utah, Dominion Energy Wyoming and formerly known as Questar Pipeline Company), one or more of its consolidated subsidiaries, or the entirety of Questar Pipeline, LLC and its consolidated subsidiariesDominion Energy Idaho

RCC

  

Replacement Capital Covenant

Regulation Act

  

Legislation effective July 1, 2007, that amended the Virginia Electric Utility Restructuring Act and fuel factor statute, which legislation is also known as the Virginia Electric Utility Regulation Act, as amended in 2015 and 2018

RGGI

Regional Greenhouse Gas Initiative

RICO

Racketeer Influenced and Corrupt Organizations Act

Rider B

  

A rate adjustment clause associated with the recovery of costs related to the conversion of three of Virginia Power’s coal-fired power stations to biomass

Rider BW

  

A rate adjustment clause associated with the recovery of costs related to Brunswick County

Rider E

A rate adjustment clause associated with the recovery of costs related to certain capital projects at Virginia Power’s electric generating stations to comply with federal and state environmental laws and regulations

Rider GV

  

A rate adjustment clause associated with the recovery of costs related to Greensville County

Rider R

  

A rate adjustment clause associated with the recovery of costs related to Bear Garden

Rider S

  

A rate adjustment clause associated with the recovery of costs related to the Virginia City Hybrid Energy Center

Rider T1

  

A rate adjustment clause to recover the difference between revenues produced from transmission rates included in base rates, and the new total revenue requirement developed annually for the rate years effective September 1

Rider U

  

A rate adjustment clause associated with the recovery of costs of new underground distribution facilities

RiderUS-2

  

A rate adjustment clause associated with the recovery of costs related to Woodland, Scott Solar and Whitehouse

RiderUS-3

A rate adjustment clause associated with the recovery of costs related to Colonial Trail West and Spring Grove 1

Rider W

  

A rate adjustment clause associated with the recovery of costs related to Warren County

Riders C1A and C2A

  

Rate adjustment clauses associated with the recovery of costs related to certain DSM programs approved in DSM cases

ROE

  

Return on equity

ROIC

  

Return on invested capital

RSN

  

Remarketable subordinated note

RTEP

  

Regional transmission expansion plan

RTO

  

Regional transmission organization

SAFSTOR

  

A method of nuclear decommissioning, as defined by the NRC, in which a nuclear facility is placed and maintained in a condition that allows the facility to be safely stored and subsequently decontaminated to levels that permit release for unrestricted use

SAIDI

  

System Average Interruption Duration Index, metric used to measure electric service reliability

SBL Holdco

  

SBL Holdco, LLC, a wholly-owned subsidiary of DEIDGI

Santee Cooper

South Carolina Public Service Authority

SCANA

The legal entity, SCANA Corporation, one or more of its consolidated subsidiaries or operating segments, or the entirety of SCANA Corporation and its consolidated subsidiaries

6


Abbreviation or AcronymDefinition

SCANA Combination

Dominion Energy’s acquisition of SCANA completed on January 1, 2019 pursuant to the terms of the SCANA Merger Agreement

SCANA Merger Agreement

Agreement and plan of merger entered on January 2, 2018 between Dominion Energy and SCANA

SCANA Merger Approval Order

Final order issued by the South Carolina Commission on December 21, 2018 setting forth its approval of the SCANA Combination

SCDHEC

South Carolina Department of Health and Environmental Control

SCDOR

South Carolina Department of Revenue

SCE&G

The legal entity, South Carolina Electric & Gas Company, its consolidated subsidiaries or operating segments, or the entirety of South Carolina Electric & Gas Company and its consolidated subsidiaries

Scott Solar

  

A 17 MW utility-scale solar power station in Powhatan County, VA

SEC

  

U.S. Securities and Exchange Commission

SEMI

SCANA Energy Marketing, Inc.

September 2006 hybrids

  

Dominion’sDominion Energy’s 2006 Series B Enhanced Junior Subordinated Notes due 2066

SERC

Southeast Electric Reliability Council

Shell

  

Shell WindEnergy, Inc.

SO2

  

Sulfur dioxide

Southeast Energy

Southeast Energy Group operating segment

South Carolina Commission

South Carolina Public Service Commission

Spring Grove 1

An approximately 98 MW proposed utility-scale solar power station located in Surry County, Virginia

Standard & Poor’s

  

Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc.

Summer

V.C. Summer nuclear power station

SunEdison

  

The legal entity, SunEdison, Inc., one or more of its consolidated subsidiaries (including, through November 2016, Four Brothers Holdings, LLC, Granite Mountain Renewables, LLC and Iron Springs Renewables, LLC) or operating segments, or the entirety of SunEdison, Inc. and its consolidated subsidiaries

Surry

  

Surry nuclear power station

Terra Nova Renewable Partners

  

A partnership comprised primarily of institutional investors advised by J.P. Morgan Asset Management—Global Real Assets

6



Abbreviation or AcronymDefinition

Three Cedars

  

Granite Mountain and Iron Springs, collectively

TransCanada

  

The legal entity, TransCanada Corporation, one or more of its consolidated subsidiaries or operating segments, or the entirety of TransCanada Corporation and its consolidated subsidiaries

Transco

Transcontinental Gas Pipe Line Company, LLC

TSR

  

Total shareholder return

UAO

Unilateral Administrative Order

UEX Rider

  

Uncollectible Expense Rider deployed by East Ohio

Utah Commission

  

Public Service Commission of Utah

VDEQ

  

Virginia Department of Environmental Quality

VEBA

  

Voluntary Employees’ Beneficiary Association

VIE

  

Variable interest entity

Virginia City Hybrid Energy Center

  

A 610 MW baseload carbon-capture compatible, clean coal powered electric generation facility in Wise County, Virginia

Virginia Commission

  

Virginia State Corporation Commission

Virginia Power

  

The legal entity, Virginia Electric and Power Company, one or more of its consolidated subsidiaries or operating segments, or the entirety of Virginia Electric and Power Company and its consolidated subsidiaries

VOC

  

Volatile organic compounds

Warren County

  

A 1,3421,350 MW combined-cycle, naturalgas-fired power station in Warren County, Virginia

WECTEC

WECTEC Global Project Services, Inc. (formerly known as Stone & Webster, Inc.), a wholly-owned subsidiary of Westinghouse

West Virginia Commission

  

Public Service Commission of West Virginia

Western System

  

Collection of approximately 212 miles of various diameter natural gas pipelines and three compressor stations in Ohio

Westinghouse

Westinghouse Electric Company LLC

Wexpro

  

The legal entity, Wexpro Company, one or more of its consolidated subsidiaries, or the entirety of Wexpro Company and its consolidated subsidiaries

Wexpro Agreement

  

An agreement effective August 1981, which sets forth the rights of Questar Gas to receive certain benefits from Wexpro’s operations, includingcost-of-service gas

Wexpro II Agreement

  

An agreement with the states of Utah and Wyoming modeled after the Wexpro Agreement that allows for the addition of properties under thecost-of-service methodology for the benefit of Questar Gas customers

Whitehouse

  

A 20 MW utility-scale solar power station in Louisa County, VA

White River Hub

White River Hub, LLC

Woodland

  

A 19 MW utility-scale solar power station in Isle of Wight County, VA

Wyoming Commission

  

Wyoming Public Service Commission

 

    7



Part I

 

 

 

Item 1. Business

GENERAL

Dominion Energy, headquartered in Richmond, Virginia and incorporated in Virginia in 1983, is one of the nation’s largest producers and transporters of energy. Dominion’sDominion Energy’s strategy is to be a leading sustainable provider of electricity, natural gas and related services to customers primarily in the eastern and Rocky Mountain regions of the U.S. As of December 31, 2016, Dominion’s2018, Dominion Energy’s portfolio of assets includesincluded approximately 26,40026,000 MW of electric generating capacity, 6,6006,700 miles of electric transmission lines, 57,60058,300 miles of electric distribution lines, 14,90014,800 miles of natural gas transmission, gathering and storage pipelinepipelines and 51,30052,300 miles of gas distribution pipeline, exclusive of service lines. As of December 31, 2016,2018, Dominion serves over 6Energy served more than 5 million utility and retail energy customers and operatesoperated one of the nation’s largest underground natural gas storage systems, with approximately 1 trillion cubic feet of storage capacity.

In September 2016,January 2019, Dominion Energy completed the Dominion QuestarSCANA Combination for total considerationin astock-for-stock merger valued at $13.4 billion. SCANA is primarily engaged in the generation, transmission and distribution of $4.4 billionelectricity in the central, southern and Dominion Questar became a wholly-owned subsidiarysouthwestern portions of Dominion. Dominion Questar is a Rockies-based integratedSouth Carolina and in the distribution of natural gas company. Questar Gas,in North Carolina and South Carolina. In addition, SCANA markets natural gas to retail customers in the southeast U.S. Following the completion of the SCANA Combination, Dominion Energy’s portfolio of assets includes approximately 32,000 MW of electric generating capacity, 10,200 miles of electric transmission lines, 84,800 miles of electric distribution lines, 15,900 miles of natural gas transmission, gathering and storage pipelines and 92,900 miles of gas distribution pipeline, exclusive of service lines. Dominion Energy operates approximately 1 trillion cubic feet of natural gas storage capacity and serves nearly 7.5 million utility and retail energy customers. SCANA operates as a wholly-owned subsidiary of Dominion Questar, is consolidated by Dominion,Energy. SCANA and isone of its wholly-owned subsidiaries, SCE&G, are currently SEC registrants. SCANA and SCE&G file a voluntary SEC filer. However, itscombined Form10-K, is filed separately and is not combined herein.

In March 2014, Dominion formed Dominion Midstream, an MLP designed to grow a portfolio of natural gas terminaling, processing, storage, transportation and related assets. In October 2014, Dominion Midstream launched its initial public offering and issued 20,125,000 common units representing limited partner interests. Dominion has recently and may continue to investigate opportunities to acquire assets that meet its strategic objective for Dominion Midstream. At December 31, 2016, Dominion owns the general partner, 50.9% of the common and subordinated units and 37.5% of the convertible preferred interests in Dominion Midstream, which owns a preferred equity interest and the general partner interest in Cove Point, DCG, Questar Pipeline and a 25.93% noncontrolling partnership interest in Iroquois. Dominion Midstream is consolidated by Dominion, and is an SEC registrant. However, its Form10-K is filed separately and is not combined herein.

Dominion is focusedEnergy continues to focus on expanding its investment in regulated electric generation, transmission and distribution and regulated natural gas transmission and distribution infrastructure. Dominion expects 80% to 90% of earnings from its primary operating segments to come from regulated and long-term contracted businesses.

Dominion continues to expand and improveimproving its regulated and long-term contracted electric and natural gas businesses in accordance with its existing five-yearwhile transitioning to a cleaner energy future. The capital investment program. A major impetusprogram for this program2019 through 2023 includes a focus on upgrading the electric grid in Virginia through investments in additional renewable generation facilities, strategic undergrounding, energy conservation programs and smart-grid devices. Renewable generation facilities are expected to include investments in utility-scale solar and offshore wind projects. In addition, Dominion Energy is currently seeking, or intends to meet the anticipated increaseseek, license extensions for its regulated nuclear power stations in demand in its electric utility service territory.Virginia. Other drivers for the capital investment program include the construction of infrastructure to handle the increase in natural gas production from the Marcellus and Utica Shale formations, to upgrade Dominion’s gas and electric transmission and distribution networks, and to meet environmental requirements and standards set by various regulatory bodies. Investmentsincluding investing in utility-

scale solar generation are expected to be a focus in meeting such environmental requirements, particularly in Virginia. In September 2014, Dominion announced the formation of Atlantic Coast Pipeline. Atlantic Coast Pipeline which is focused on constructing an approximately600-mile natural gas pipeline running from West Virginia through Virginia to North Carolina, to increase natural gas supplies in the region. Dominion Energy also plans to upgrade its gas and electric transmission and distribution networks and meet environmental requirements and standards set by various regulatory bodies.

Dominion Energy has transitioned over the past decade to a more regulated, less volatile earnings mix as evidenced by its capital investments in regulated infrastructure, including the SCANA Combination and Dominion Energy Questar Combination, and in infrastructure whose output is sold under long-term purchase agreements, as well as the salesales of certain merchant generating facilities and equity method investments in 2018 and the electric retail energy marketing business in March 2014. Dominion’sDominion Energy expects approximately 95% of earnings from its primary operating segments to come from regulated and long-term contracted businesses. Dominion Energy’s nonregulated operations include merchant generation, energy marketing and price risk management activities and natural gas retail energy marketing operations. Dominion’sDominion Energy’s operations are conducted through various subsidiaries, including Virginia Power and Dominion Energy Gas.

Virginia Power, headquartered in Richmond, Virginia and incorporated in Virginia in 1909 as a Virginia public service corporation, is a wholly-owned subsidiary of Dominion Energy and a regulated public utility that generates, transmits and distributes electricity for sale in Virginia and North Carolina. In Virginia, Virginia Power conducts business under the name “Dominion Virginia Power”Energy Virginia” and primarily serves retail customers. In North Carolina, it conducts business under the name “Dominion Energy North Carolina Power”Carolina” and serves retail customers located in the northeastern region of the state, excluding certain municipalities. In addition, Virginia Power sells and transmits electricity at wholesale prices to rural electric cooperatives, municipalities and into wholesale electricity markets. All of Virginia Power’s stock is owned by Dominion.Dominion Energy.

Dominion Energy Gas,a limited liability company formed in September 2013,is a wholly-owned subsidiary of Dominion Energy and a holding company. It serves as the intermediate parent company for certain of Dominion’sDominion Energy’s regulated natural gas operating subsidiaries, which conduct business activities through a regulated interstate natural gas transmission pipeline and underground storage system in the Northeast,mid-Atlantic and Midwest states, regulated gas transportation and distribution operations in Ohio, and gas gathering and processing activities primarily in West Virginia, Ohio and Pennsylvania. Dominion Energy Gas’ principal wholly-owned subsidiaries are DTI,DETI, East Ohio, DGP and Dominion Iroquois. DTIDETI is an interstate natural gas transmission pipeline company serving a broad mix of customers such as local gas distribution companies, marketers, interstate and intrastate pipelines, electric power generators and natural gas producers. The DTIDETI system links to other major pipelines and markets in themid-Atlantic, Northeast, and Midwest including Dominion’sDominion Energy’s Cove Point pipeline. DTIPipeline. DETI also operates one of the largest underground natural gas storage systems in the U.S. In August 2016, DTIDETI transferred its gathering and processing facilities to DGP. East Ohio is a regulated natural gas distribution operation serving residential, commercial and industrial gas sales and transportation customers. Its service territory includes Cleveland, Akron, Canton, Youngstown and other eastern and western Ohio communities. In May 2016,At December 31, 2018, Dominion Energy Gas sold 0.65% of theholds a 24.07% noncontrolling partnership interest in Iroquois, a FERC-regulated interstate natural gas pipeline in New York and Connecticut, to TransCanada. At December 31, 2016,Connecticut. All of Dominion Gas holds aEnergy Gas’ membership interests are owned by Dominion Energy.

 

 

8    


 



 

24.07% noncontrolling partnership interest in Iroquois. All of Dominion Gas’ membership interests are owned by Dominion.

Amounts and information disclosed for Dominion Energy are inclusive of Virginia Power and/or Dominion Energy Gas, where applicable.

 

 

EMPLOYEES

At December 31, 2016,Immediately following the SCANA Combination, Dominion Energy had approximately 16,20021,300 full-time employees, of which approximately 5,200 employees6,200 are subject to collective bargaining agreements. At December 31, 2016, Virginia Power hadagreements, including approximately 6,800 full-time employees at Virginia Power, of which approximately 3,100 employees2,900 are subject to collective bargaining agreements. At December 31, 2016,agreements and approximately 3,100 full-time employees at Dominion Energy Gas, had approximately 2,800 full-time employees, of which approximately 2,000 employees2,100 are subject to collective bargaining agreements.

 

 

WHERE YOU CAN FIND MORE INFORMATION ABOUTTHE COMPANIES

The Companies file their annual, quarterly and current reports, proxy statements and other information with the SEC. Their SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document they file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at1-800-SEC-0330 for further information on the public reference room.

The Companies make their SEC filings available, free of charge, including the annual report on Form10-K, quarterly reports on Form10-Q, current reports on Form8-K and any amendments to those reports, through Dominion’s internetDominion Energy’s website, http://www.dom.com,www.dominionenergy.com, as soon as reasonably practicable after filing or furnishing the material to the SEC. Information contained on Dominion’sDominion Energy’s website, including but not limited to reports mentioned inEnvironmental Strategy, is not incorporated by reference in this report.

 

 

ACQUISITIONSAND DISPOSITIONS

FollowingThe following are significant acquisitions and divestitures by the Companies during the last five years.

ACQUISITIONOF SCANA

In January 2019, Dominion Energy and SCANA completed astock-for-stock merger valued at $13.4 billion, inclusive of SCANA’s outstanding debt, which totaled $6.9 billion at closing. Following completion of the SCANA Combination, SCANA operates as a wholly-owned subsidiary of Dominion Energy. In connection with the SCANA Combination, SCE&G will provide refunds and restitution of $2.0 billion over 20 years with capital support from Dominion Energy that, along with the benefit of the 2017 Tax Reform Act, is expected to result in an approximate 15% reduction to SCE&G electric service customers’ bills, compared to May 2017, as well as exclude from rate recovery $2.4 billion of costs related to the NND Project and $180 million of costs associated with the purchase of the Columbia Energy Center power station. See Note 3 to the Consolidated Financial Statements for additional information.

PURCHASEOFDOMINION ENERGY MIDSTREAM UNITS

In January 2019, Dominion Energy acquired all outstanding partnership interests of Dominion Energy Midstream not owned

by Dominion Energy through the issuance of 22.5 million common shares. See Note 19 to the Consolidated Financial Statements for additional information.

SALEOF CERTAIN MERCHANT GENERATION FACILITIES

In December 2018, Dominion Energy completed the sale of Fairless and Manchester for total consideration of $1.2 billion, subject to customary closing adjustments. See Note 10 to the Consolidated Financial Statements for additional information.

SALEOF INTERESTIN BLUE RACER

In December 2018, Dominion Energy completed the sale of its 50% limited partner interest in Blue Racer for total consideration of $1.2 billion. In addition, the purchaser agreed to pay additional consideration contingent upon the achievement of certain financial performance milestones of Blue Racer from 2019 through 2021. See Note 9 to the Consolidated Financial Statements for additional information.

ACQUISITIONOF DOMINION ENERGY QUESTAR

In September 2016, Dominion Energy completed the Dominion Energy Questar Combination for total consideration of $4.4 billion and Dominion Energy Questar became a wholly-owned subsidiary of Dominion. In December 2016, Dominion contributed Questar Pipeline to Dominion Midstream.Energy. See Note 3 to the Consolidated Financial Statements andLiquidity and Capital Resources in Item 7. MD&A for additional information.

ACQUISITIONOF WHOLLY- O-OWNED MERCHANT SOLAR PROJECTS

Throughout 2016,2017, Dominion Energy completed the acquisition of various wholly-owned merchant solar projects in Virginia,California, North

Carolina and South CarolinaVirginia for $32$356 million. The projects are expected to cost approximately $425$541 million to construct, including the initial acquisition cost, and are expectedgenerate 259 MW.

Throughout 2016, Dominion Energy completed the acquisition of various wholly-owned merchant solar projects in North Carolina, South Carolina and Virginia for $32 million. The projects cost $421 million to construct, including the initial acquisition cost, and generate approximately 221 MW.

Throughout 2015, Dominion Energy completed the acquisition of various wholly-owned merchant solar projects in California and Virginia for $381 million. The projects cost $588 million to construct, including the initial acquisition cost, and generate 182 MW.

Throughout 2014, Dominion Energy completed the acquisition of various wholly-owned solar development projects in California for $200 million. The projects cost $578 million to construct, including the initial acquisition cost, and generate 179 MW.

See Note 3 to the Consolidated Financial Statements for additional information.

ACQUISITIONOF VIRGINIA POWER SOLAR PROJECTS

In 2018, Virginia Power entered into agreements to acquire two solar development projects in North Carolina and Virginia. The projects are expected to close in 2019 and 2020 with a total expected cost of $250 million once constructed, including the initial acquisition cost, and will generate approximately 155 MW combined.

In 2017, Virginia Power entered into agreements to acquire two solar development projects in North Carolina. The first proj-

9


ect closed in 2018 and the second is expected to close in 2019 with a total expected cost of $280 million once constructed, including the initial acquisition cost, and will generate approximately 155 MW combined.

See Note 10 to the Consolidated Financial Statements for additional information.

SALEOF CERTAIN RETAIL ENERGY MARKETING ASSETS

In October 2017, Dominion Energy entered into an agreement to sell certain assets associated with its nonregulated retail energy marketing operations for total consideration of $143 million, subject to customary approvals and certain adjustments. In December 2017, the first phase of the agreement closed for $79 million. In October 2018, the second phase of the agreement closed for $63 million. Pursuant to the agreement, Dominion Energy entered into a commission agreement with the buyer upon the first closing in December 2017, under which the buyer will pay a commission in connection with the right to use Dominion Energy’s brand in marketing materials and other services over aten-year term. See Note 10 to the Consolidated Financial Statements for additional information.

ASSIGNMENTOF TOWER RENTAL PORTFOLIO

Virginia Power rents space on certain of its electric transmission towers to various wireless carriers for communications antennas and other equipment. In March 2017, Virginia Power sold its rental portfolio to Vertical Bridge Towers II, LLC for $91 million in cash. See Note 10 to the Consolidated Financial Statements for additional information.

ACQUISITIONOFNON-WHOLLY-OWNED MERCHANT SOLAR PROJECTS

In 2015, Dominion Energy acquired 50% of the units in Four Brothers and Three Cedars from SunEdison for $107 million. In November 2016, NRG acquired the 50% of units in Four Brothers and Three Cedars previously held by SunEdison. In August 2018, NRG’s ownership in Four Brothers and Three Cedars was transferred to GIP. The facilities began commercial operations in the third quarter of 2016, with generating capacity of 530 MW, at a cost of $1.1 billion. See Note 3 to the Consolidated Financial Statements for additional information.

SALEOF INTERESTIN MERCHANT SOLAR PROJECTS

In September 2015, Dominion Energy signed an agreement to sell a noncontrolling interest (consisting of 33% of the equity interests) in all of its then wholly-owned merchant solar projects, 24 solar projects totaling 425 MW, to SunEdison. In December 2015, the sale of interest in 15 of the solar projects closed for $184 million with the sale of interest in the remaining projects completed in January 2016 for $117 million. Upon closing, SunEdison sold its interest in these projects to Terra Nova Renewable Partners. See Note 3 to the Consolidated Financial Statements for additional information.

DOMINION ENERGYMIDSTREAM ACQUISITIONOF INTERESTIN IROQUOIS

In September 2015, Dominion Energy Midstream acquired from NG and NJNR a 25.93% noncontrolling partnership interest in Iroquois. The investment was recorded at $216 million based on

the value of Dominion Energy Midstream’s common units at closing. The common units issued to NG and NJNR are reflected as noncontrolling interest in Dominion’sDominion Energy’s Consolidated Financial Statements. See Note 3 to the Consolidated Financial Statements for additional information.

ACQUISITIONOF DCGDECG

In January 2015, Dominion Energy completed the acquisition of 100% of the equity interests of DCGDECG from SCANA Corporation for $497 million in cash, as adjusted for working capital. In April 2015, Dominion contributed DCG to Dominion Midstream. See Note 3 to the Consolidated Financial Statements for additional information.

9



SALEOF ELECTRIC RETAIL ENERGY MARKETING BUSINESS

In March 2014, Dominion completed the sale of its electric retail energy marketing business. The proceeds were $187 million, net of transaction costs. The sale of the electric retail energy marketing business did not qualify for discontinued operations classification. See Note 3 to the Consolidated Financial Statements for additional information.

SALEOF PIPELINESAND PIPELINE SYSTEMS

In March 2014, Dominion Gas sold the Northern System to an affiliate that subsequently sold the Northern System to Blue Racer for consideration of $84 million. Dominion Gas’ consideration consisted of $17 million in cash proceeds and the extinguishment of affiliated current borrowings of $67 million and Dominion’s consideration consisted of cash proceeds of $84 million.

In September 2013, DTI sold LineTL-388 to Blue Racer for $75 million in cash proceeds.

In December 2012, East Ohio sold two pipeline systems to an affiliate for consideration of $248 million. East Ohio’s consideration consisted of $61 million in cash proceeds and the extinguishment of affiliated long-term debt of $187 million and Dominion’s consideration consisted of a 50% interest in Blue Racer and cash proceeds of $115 million.

See Note 9 to the Consolidated Financial Statements for additional information on sales of pipelines and pipeline systems.

ASSIGNMENTSOF SHALE DEVELOPMENT RIGHTS

In December 2013, Dominion Energy Gas closed on agreements with natural gas producers to convey over time approximately 100,000 acres of Marcellus Shale development rights underneath several natural gas storage fields. The agreements provided for payments to Dominion Energy Gas, subject to customary adjustments, of up to approximately $200 million over a period of nine years, and an overriding royalty interest in gas produced from that acreage. In March 2015, Dominion Energy Gas and a natural gas producer closed on an amendment to a December 2013 agreement, which included the immediate conveyance of approximately 9,000 acres of Marcellus Shale development rights and atwo-year extension of the term of the original agreement. The conveyance of development rights resulted in the recognition of $43 million of previously deferred revenue. In April 2016, Dominion Energy Gas and the natural gas producer closed on an amendment to the agreement, which included the immediate conveyance of a 32% partial interest in the remaining approximately 70,000 acres. This conveyance resulted in the recognition of the remaining $35 million of previously deferred revenue. In August 2017, Dominion Energy Gas and a natural gas producer signed an amendment to the agreement, which included the finalization of contractual matters on previous conveyances, the conveyance of Dominion Energy Gas’ remaining 68% interest in approximately 70,000 acres and the elimination of Dominion Energy Gas’ overriding royalty interest in gas produced from all acreage. As a result of this amendment, Dominion Energy Gas received total consideration of $130 million, with $65 million received in November 2017 and $65 million received in September 2018 in connection with the final conveyance.

Also inIn March 2015, Dominion Energy Gas conveyed to a natural gas producer approximately 11,000 acres of Marcellus Shale development rights underneath one of its natural gas storage fields and received proceeds of $27 million and an overriding royalty interest in gas produced from the acreage.

In September 2015, Dominion Energy Gas closed on an agreement with a natural gas producer to convey approximately 16,000 acres of Utica and Point Pleasant Shale development rights underneath one of its natural gas storage fields. The agreement provided for a payment to Dominion Energy Gas, subject to customary adjustments, of $52 million and an overriding royalty interest in gas produced from the acreage.

In November 2014, Dominion Energy Gas closed on an agreement with a natural gas producer to convey over time approximately 24,000 acres of Marcellus Shale development rights underneath one of its natural gas storage fields. The agreement providesprovided for

payments to Dominion Energy Gas, subject to customary adjustments, of approximately $120 million over a period of four years, and an overriding royalty interest in gas

10


produced from the acreage.

In December 2013,January 2018, Dominion Energy Gas and the natural gas producer closed on agreements with two natural gas producersan amendment to convey over timethe agreement, which included the conveyance of Dominion Energy Gas’ remaining 50% interest in approximately 100,00018,000 acres and the elimination of Marcellus Shale development rights underneath several natural gas storage fields. The agreements provide for payments to Dominion Gas, subject to customary adjustments, of approximately $200 million over a period of nine years, and anEnergy Gas’ overriding royalty interest in gas produced from that acreage.all acreage for proceeds of $28 million.

See Note 10 to the Consolidated Financial Statements for additional information on certain of these sales of Marcellus acreage.

SALEOF BERAYTONLECTRIC PROINT, KINCAIDANDETAIL EQUITYNERGY METHODARKETING IBNVESTMENTIN ELWOODUSINESS

In August 2013,March 2014, Dominion Energy completed the sale of Brayton Point, Kincaid and its equity method investment in Elwood to Energy Capital Partners and receivedelectric retail energy marketing business. The proceeds of $465were $187 million, net of transaction costs. The historical results

SALEOF PIPELINESAND PIPELINE SYSTEMS

In March 2014, Dominion Energy Gas sold the Northern System to an affiliate that subsequently sold the Northern System to Blue Racer for consideration of Brayton Point’s$84 million. Dominion Energy Gas’ consideration consisted of $17 million in cash proceeds and Kincaid’s operations are presented in discontinued operations.the extinguishment of affiliated current borrowings of $67 million and Dominion Energy’s consideration consisted of cash proceeds of $84 million.

 

 

OPERATING SEGMENTS

Effective January 2019, Dominion Energy manages its daily operations through threefour primary operating segments: DVP,Power Delivery, Power Generation, Gas Infrastructure and Southeast Energy. Dominion Generation and Dominion Energy. DominionEnergy also reports a Corporate and Other segment, which includes its corporate, service company and other functions (including unallocated debt). In addition, Corporate and Other includes specific items attributable to Dominion’sDominion Energy’s other operating segments that are not included in profit measures evaluated by executive management in assessing the segments’ performance or in allocating resources.

Virginia Power manages its daily operations through two primary operating segments: DVPPower Delivery and DominionPower Generation. It also reports a Corporate and Other segment that primarily includes specific items attributable to its operating segments that are not included in profit measures evaluated by executive management in assessing the segments’ performance or in allocating resources.

Dominion Energy Gas manages its daily operations through its primary operating segment: Dominion Energy.Gas Infrastructure. It also reports a Corporate and Other segment that primarily includes specific items attributable to its operating segment that are not included in profit measures evaluated by executive management in assessing the segment’s performance or in allocating resources and the effect of certain items recorded at Dominion Energy Gas as a result of Dominion’sDominion Energy’s basis in the net assets contributed.

While daily operations are managed through the operating segments previously discussed, assets remain wholly-owned by the Companies and their respective legal subsidiaries.

10



A description of the operations included in the Companies’ primary operating segments is as follows:

 

Primary Operating


Segment

 Description of Operations Dominion
Energy
  

Virginia


Power

  

Dominion


Energy Gas

 

DVPPower Delivery

 

Regulated electric distribution

  X   X  
  

Regulated electric transmission

  X   X     

DominionPower Generation

 

Regulated electric generation fleet

  X   X  
  

Merchant electric generation fleet

  X         

Dominion EnergyGas Infrastructure

 

Gas transmission and storage

 X(1)    X 
 

Gas distribution and storage

  X    X 
 

Gas gathering and processing

  X    X 
 

LNG importterminalling and storage

  X   
  

Nonregulated retail energy marketing

X

Southeast Energy(2)

Regulated electric distribution

X

Regulated electric transmission

X

Regulated electric generation fleet

X

Gas distribution and storage

X

Nonregulated retail energy marketing

  X         

 

(1)

Includes remaining producer services activities.

(2)

Consists of the operations of SCANA.

For additional financial information on operating segments, including revenues from external customers, see Note 25 to the Consolidated Financial Statements. For additional information on operating revenue related to the Companies’ principal products and services, see Notes 2 and 4 to the Consolidated Financial Statements, which information is incorporated herein by reference.

DVPPower Delivery

The DVPPower Delivery Operating Segment of Dominion Energy and Virginia Power includes Virginia Power’s regulated electric transmission and distribution (including customer service) operations, which serve approximately 2.6 million residential, commercial, industrial and governmental customers in Virginia and North Carolina.

DVP’s existing five-yearPower Delivery’s investment plan includes spending approximately $8.4$10.0 billion from 20172019 through 20212023 to upgrade or add new transmission, including RTEP projects, and distribution lines, substations and other facilities to meet growing electricity demand within its service territory and maintain reliability and regulatory compliance. The proposed electric delivery infrastructure projects are intended to address both continued customer growth and increases in electricity consumption which are partially driven by new and larger data center customers. Additionally, Power Delivery has created aten-year plan to transform its electric grid into a smarter, stronger and greener grid. This plan will address the typical consumer. In addition, data centers continuestructural limitations of Virginia Power’s distribution grid in a systematic manner in order to contributerecognize and accommodate fundamental changes and requirements in the energy industry. The objective is to anticipated demand growth.address both customer and system needs by (i) achieving even higher levels of reliability and resiliency against natural andman-made threats, (ii) leveraging technology to enhance the customer experience and improve the

11


operation of the system and (iii) safely and effectively integrating new utility-scale renewable generation and storage as well as customer–level distributed energy resources such as rooftop solar and battery storage.

Revenue provided by electric distribution operations is based primarily on rates established by state regulatory authorities and state law. Approximately 85% of revenue comes from serving Virginia jurisdictional customers. Variability in earnings is driven primarily by changes in rates, weather, customer growth and other factors impacting consumption such as the economy and energy conservation, in addition to operating and maintenance expenditures. Operationally, electric distribution continues to focus on improving service levels while striving to reduce costs and link investments to operational results. SAIDI performance results, excluding major events, were 137134 minutes atfor the end of 2016, which is higher compared tothree- year average ending 2018, up from the previous three-year average of 123125 minutes primarily due to storm-related outages across all seasons. Virginia Power’s overall customer satisfaction, however, improved year over year when compared to 2015 J.D. Power and Associates’ scoring.increased storm activity during the year. In the future, safety, electric service reliability, outage durations and customer service will remain key focus areas for electric distribution.

Revenue provided by Virginia Power’s electric transmission operations is based primarily on rates approved by FERC. The profitability of this business is dependent on its ability, through the rates it is permitted to charge, to recover costs and earn a reasonable return on its capital investments. Variability in earnings primarily results from changes in rates and the timing of property additions, retirements and depreciation.

Virginia Power is a member of PJM, aan RTO, and its electric transmission facilities are integrated into PJM wholesale electricity markets. Consistent with the increased authority given to NERC by EPACT, Virginia Power’s electric transmission operations are committed to meeting NERC standards, modernizing its infrastructure and maintaining superior system reliability. Virginia Power’s electric transmission operations will continue to focus on safety, operational performance, NERC compliance and execution of PJM’s RTEP.

COMPETITION

DVP Operating Segment—Dominion and Virginia Power

There is no competition for electric distribution service within Virginia Power’s service territory in Virginia and North Carolina and no such competition is currently permitted. Historically, since its electric transmission facilities are integrated into PJM and electric transmission services are administered by PJM, there was no competition in relation to transmission service provided to customers within the PJM region. However, competition fromnon-incumbent PJM transmission owners for development, construction and ownership of certain transmission facilities in Virginia Power’s service territory is now permitted pursuant to FERC Order 1000, subject to state and local siting and permitting approvals. This could result in additional competition to build and own transmission infrastructure in Virginia Power’s service area in the future and could allow Dominion Energy to seek opportunities to build and own facilities in other service territories.

REGULATION

DVP Operating Segment—Dominion and Virginia Power

Virginia Power’s electric distribution service, including the rates it may charge to jurisdictional customers, is subject to regulation by the Virginia and North Carolina Commissions. Virginia Power’s wholesale electric transmission rates, tariffs and terms of service

are subject to regulation by FERC. Electric transmission siting authority remains the jurisdiction of the Virginia and North Carolina Commissions. However, EPACT provides FERC with certain backstop authority for transmission siting. SeeState Regulations and Federal Regulations inRegulation and Note 13 to the Consolidated Financial Statements for additional information.

PROPERTIES

DVP Operating Segment—For a description of Dominion Energy and Virginia Power

Virginia Power has approximately 6,600 miles of electricPower’s existing transmission lines of 69 kV or more located in North Carolina, Virginia and West Virginia. Portions of Virginia Power’s electric transmission lines cross national parks and forests under permits entitling the federal government to use, at specified charges, any surplus capacity that may exist in these lines. While Virginia Power owns and maintains its electric transmission facili-

11



ties, they are a part of PJM, which coordinates the planning, operation, emergency assistance and exchange of capacity and energy for such facilities.facilities see Item 2. Properties.

As a part of PJM’s RTEP process, PJM authorized the following material reliability projects (including Virginia Power’s estimated cost):

Surry-to-SkiffesCreek-to-Whealton ($280 million);
Mt. Storm-to-Dooms ($240435 million);
Idylwood substation ($110 million);
Dooms-to-Lexington ($130 million);
Cunningham-to-Elmont ($110 million);
Landstown voltage regulation ($70 million);
Warrenton (including RemingtonCT-to-Warrenton, VintHill-to-Wheeler-to-Gainesville, and Vint Hill and Wheeler switching stations) ($110120 million);
Remington/Gordonsville/Pratts Area Improvement (includingRemington-to-Gordonsville, and new Gordonsville substation transformer) ($110115 million);
Gainesville-to-Haymarket ($55 million);
KingsDominion-to-Fredericksburg ($50 million);
Loudoun-Brambleton line-to-Poland Road Substation ($60180 million);
Cunningham-to-Dooms ($6065 million);
Carson-to-Rogers Road ($55 million);
Dooms-Valley rebuildDooms-to-Valley ($6065 million);
Mt.Storm-to-Valley ($285 million);
Glebe substation and North Potomac Yard terminal station underground ($125 million); and
Mt. Storm-Valley rebuildIdylwood-to-Tysons ($225125 million).

In addition, in December 2017, the Virginia Commission granted Virginia Power plansa CPCN to increaserebuild and operate in Lancaster County, Virginia and Middlesex County, Virginia, approximately 2 miles of existing 115 kV transmission lines to be constructed under the Rappahannock River between Harmony Village Substation and White Stone Substation. The total estimated cost of the project is approximately $105 million.

Virginia Power is investing in transmission substation physical security and expects to invest $300 million-$400an additional $150 million to $200 million through 20222023 to strengthen its electrical system to better protect critical equipment, enhance its spare equipment process and create multiple levels of security.

In addition,For a description of Dominion Energy and Virginia Power’s electricexisting distribution network includes approximately 57,600 miles of distribution lines, exclusive of service level lines, in Virginia and North Carolina. The grants for most of its electric lines containrights-of-way that have been obtained from the apparent owners of real estate, but underlying titles have not been examined. Whererights-of-way have not been obtained, they could be acquired from private owners by condemnation, if necessary. Many electric lines are on publicly-owned property, where permission to operate can be revoked.facilities see Item 2. Properties.

Virginia legislation in 2014 provides for the recovery of costs, subject to approval by the Virginia Commission, for Virginia Power to move approximately 4,000 miles of electric distribution lines underground. The program is designed to reduce restoration outage time by moving itsVirginia Power’s most outage-prone overhead distribution lines underground, has an annual investment cap of approximately $175 million and is expected to be implemented over the next decade. In August 2016, thecompleted by 2028. The Virginia Commission has approved the first phasethree phases of the program encompassing approximately 4001,100 miles of converted lines and $140$422 million in capital spending (with approximately $123$404 million recoverable through Rider U). In December 2016, Virginia Power filed its application with

See Note 13 to the Virginia Commission to recover costs associated with the first and second phases of this program. The second phase will convert an estimated 244 miles at a cost of $110 million.Consolidated Financial Statements for more information.

12


SOURCESOF ENERGY SUPPLY

DVP Operating Segment—Dominion and Virginia Power

DVP’s Delivery’s supply of electricity to serve Virginia Power customers is produced or procured by DominionPower Generation. SeeDominionPower Generation for additional information.

SEASONALITY

DVP Operating Segment—Dominion and Virginia Power

DVP’s Delivery’s earnings vary seasonally as a result of the impact of changes in temperature, the impact of storms and other catastrophic weather events, and the availability of alternative sources for heating on demand by residential and commercial customers. Generally, the demand for electricity peaks during the summer and winter months to meet cooling and heating needs.needs, respectively. An increase in heating degree days for DVP’sPower Delivery’s electric utility-related operations does not produce the same increase in revenue as an increase in cooling degree days, due to seasonal pricing differentials and because alternative heating sources are more readily available.

DominionPower Generation

The DominionPower Generation Operating Segment of Virginia Power includes the generation operations of the Virginia Power regulated electric utility and its related energy supply operations. Virginia Power’s utility generation operations primarily serve the supply requirements for the DVP segment’sPower Delivery’s utility customers. Virginia Power’snon-jurisdictional operations serve certain large-scale customers.

The DominionPower Generation Operating Segment of Dominion Energy includes Virginia Power’s generation facilities and its related energy supply operations as well as the generation operations of Dominion’sDominion Energy’s merchant fleet and energy marketing and price risk management activities for these assets.

DominionPower Generation’s existing five-year investment plan includes spending approximately $8.0$10.3 billion from 20172019 through 20212023 to maintain existing and construct new generation capacity to meet growing electricity demand within its service territory and maintain reliability. The most significant project currently under construction is Greensville County, which is estimated to cost approximately $1.3 billion, excluding financing costs.investments are expanding the renewable generation asset portfolio and the subsequent license renewal projects seeking20-year license extensions for the regulated nuclear power stations in Virginia. SeePropertiesand Environmental Strategy for additional information on this and other utility projects.

In addition, Dominion’sDominion Energy’s merchant generation fleet includes numerous renewable generation facilities, which include a fuel cellincluding solar generation facility in Connecticut and solar generationwind facilities in operation or development in nineten states, including Virginia. The output of these facilities is primarily sold under long-term power purchase agreements with terms generally ranging from 15 to 25 years. See NoteNotes 3 and 10 to the Consolidated Financial Statements for additional information regarding certain solar projects.

Earnings fortheDominionPower Generation Operating Segment of Virginia Powerprimarily result from the sale of electricity generated by its utility fleet. Revenue is based primarily on rates established by state regulatory authorities and state law. Approximately 82%76% of revenue comes from serving Virginia jurisdictional customers. Base rates for the Virginia jurisdiction are set using a modifiedcost-of-service rate model, and are generally designed to allow an opportunity to recover the cost of providing utility service and earn a reasonable return on investments used to provide that service. Earnings variability may arise when revenues are impacted by

factors not reflected in current rates, such as the

12



impact of weather on customers’ demand for services. Likewise, earnings may reflect variations in the timing or nature of expenses as compared to those contemplated in current rates, such as labor and benefit costs, capacity expenses, and the timing, duration and costs of scheduled and unscheduled outages. The cost of fuel and purchased power is generally collected through fuel cost-recovery mechanisms established by regulators and does not materially impact net income. The cost of new generation facilities is generally recovered through rate adjustment clauses in Virginia. Variability in earnings from rate adjustment clauses reflects changes in the authorized ROE and the carrying amount of these facilities, which are largely driven by the timing and amount of capital investments, as well as depreciation. See Note 13 to the Consolidated Financial Statements for additional information.

The DominionPower Generation Operating Segment of Dominion Energy derives its earnings primarily from the sale of electricity generated by Virginia Power’s utility and Dominion’sDominion Energy’s merchant generation assets, as well as from associated capacity and ancillary services. Variability in earnings provided by Dominion’sDominion Energy’s nonrenewable merchant fleetassets relates to changes in market-based prices received for electricity and capacity. Market-based prices for electricity are largely dependent on commodity prices primarily natural gas, and the demand for electricity, which is primarily dependent upon weather.electricity. Capacity prices are dependent upon resource requirements in relation to the supply available (both existing and new) in the forward capacity auctions, which are held approximately three years in advance of the associated delivery year. Dominion Energy manages the electric price volatility of its merchant generation fleet by hedging a substantial portion of its expected near-term energy sales with derivative instruments. Variability also results from changes in weather, the cost of fuel consumed, labor and benefits and the timing, duration and costs of scheduled and unscheduled outages. Variability in earnings provided by Dominion’s renewable merchant fleet is primarily driven by weather.

COMPETITION

DominionPower Generation Operating Segment—Dominion Energy and Virginia Power

Virginia Power’s generation operations are not subject to significant competition as only a limited number of its Virginia jurisdictional electric utility customers have retail choice. SeeElectric underState Regulations inRegulation for more information. Currently, North Carolina does not offer retail choice to electric customers.

Virginia Power’snon-jurisdictional operations are not currently subject to significant competition as the output from these facilities is primarily sold under long-term power purchase agreements with terms generally ranging from 16 to 25 years. However, in the future, such operations may compete with other power generation facilities to serve certain large-scale customers after the power purchase agreements expire.

DominionPower Generation Operating Segment—Dominion Energy

DominionPower Generation’s recently acquired and developed renewable generation projects are not currently subject to significant competition as the output from these facilities is primarily sold under long-term power purchase agreements with terms generally lasting betweenranging from 15 andto 25 years. Competition for the nonrenewable merchant fleet is impacted by electricity and fuel prices, new market entrants, construction by others of generating assets and transmission capacity, technological

13


advances in power generation, the actions of environmental and other regulatory authorities and other factors. These competitive factors may negatively impact the merchant fleet’s ability to profit from the sale of electricity and related products and services.

Unlike DominionPower Generation’s regulated generation fleet, its nonrenewable merchant generation fleet is dependent on its ability to operate in a competitive environment and does not have a predetermined rate structure that provides for a rate of return on its capital investments. DominionPower Generation’s nonrenewable merchant assets operate within functioning RTOs and primarily compete on the basis of price. Competitors include other generating assets bidding to operate within the RTOs. DominionPower Generation’s nonrenewable merchant units compete in the wholesale market with other generators to sell a variety of products including energy, capacity and ancillary services. It is difficult to compare various types of generation given the wide range of fuels, fuel procurement strategies, efficiencies and operating characteristics of the fleet within any given RTO. However, Dominion Energy applies its expertise in operations, dispatch and risk management to maximize the degree to which its nonrenewable merchant fleet is competitive compared to similar assets within the region.

In November 2017, Connecticut adopted the Act Concerning Zero Carbon Solicitation and Procurement, which allows nuclear generating facilities to compete for power purchase agreements in a state sponsored procurement for electricity. In February 2018, Connecticut regulators recommended pursuing the procurement and, in May 2018, issued a request for proposals. Millstone participated in the state sponsored procurement for electricity. In December 2018, Connecticut’s Public Utility Regulatory Authority confirmed that Millstone should be considered an “existing resource confirmed at risk” in the state’s Department of Energy and Environmental Protection zero carbon procurement. Being considered “at risk” allows the Department of Energy and Environmental Protection to consider factors other than price, such as environmental and economic benefits, when evaluating Dominion Energy’s bids. Also in December 2018, Millstone was awarded the right to negotiate aten-year agreement for nine million MWh per year. Dominion Energy continues to engage with applicable parties in Connecticut to ensure pricing that recognizes Millstone’s environmental and economic benefits.

REGULATION

Dominion Generation Operating Segment—Dominion and Virginia Power

Virginia Power’s utility generation fleet and Dominion’s merchantDominion Energy’s generation fleet are subject to regulation by FERC, the NRC, the EPA, the DOE, the Army Corps of Engineers and other federal, state and local authorities. Virginia Power’s utility generation fleet is also subject to regulation by the Virginia and North Carolina Commissions. SeeRegulation, Future Issues and Other Mattersin Item 7. MD&A and Notes 13 and 22 to the Consolidated Financial Statements for more information.

The Clean Power Plan and related proposed rules discussed represent a significant regulatory development affecting this segment. SeeFuture Issues and Other Mattersin Item 7. MD&A.

PROPERTIES

For a listing of Dominion’sDominion Energy and Virginia Power’s existing generation facilities, see Item 2. Properties.

Dominion Generation Operating Segment—Dominion and Virginia Power

The generation capacity of Virginia Power’s electric utility fleet totals approximately 21,700 MW. The generation mix is diversified and includes gas, coal, nuclear, oil, renewables, biomass and power purchase agreements. Virginia Power’s generation facilities are located in Virginia, West Virginia and North Carolina and serve load in Virginia and northeastern North Carolina.

Virginia Power is developing, financing and constructing new generation capacity to meet growing electricity demand within its service territory. Significant projects under construction or development are set forth below:

Virginia Power plans to acquire or construct certain solar facilities in Virginia.Virginia and North Carolina. See NoteNotes 10 and 13 to the Consolidated Financial Statements for more information.
Virginia Power continues to consider the construction of a third nuclear unit at a site located at North Anna. SeeFuture Issues and Other Matters in Item 7 for more information on this project.
Virginia Power is considering the construction of a third nuclear unit at a site located at North Anna. See Note 13an up to the Consolidated Financial Statements for more information on this project.$2 billion hydroelectric pumped storage facility in Southwest Virginia.

In March 2016,November 2018, Virginia Power received approval from the Virginia Commission authorizedto develop two 6 MW wind turbines off the constructioncoast of Greensville County and related transmission

13



interconnection facilities. Commercial operations are expected to commence in late 2018, at an estimated cost of approximately $1.3 billion, excluding financing costs.

Dominion Generation Operating Segment—Dominion

The generation capacity of Dominion’s merchant fleet totals approximately 4,700 MW. The generation mix is diversified and includes nuclear, natural gas and renewables. Merchant nonrenewable generation facilities are located in Connecticut, Pennsylvania and Rhode Island, with a majority of that capacity concentrated in New England. Dominion’s merchant renewable generation facilities include a fuel cell generation facility in Connecticut, solar generation facilities in California, Connecticut, Georgia, Indiana, North Carolina, Tennessee, Utah and Virginia and wind generation facilities in Indiana and West Virginia. Additional solar projects under construction are as set forth below:

In August 2016, Dominion entered into an agreement to acquire 100% offor the equity interests of two solar projects in California from Solar Frontier Americas Holding LLC for $128 million. The acquisition is expected to close prior to both projects commencing operations, which is expected by the end of 2017. The projects are expected to cost approximately $130 million once constructed, including the initial acquisition cost, and generate approximately 50 MW combined.
In September 2016, Dominion entered into an agreement to acquire 100% of the equity interests of a solar project inCoastal Virginia from Community Energy Solar, LLC. The acquisition is expected to close during the first quarter of 2017, prior to the project commencing operations by the end of 2017, for an amount to be determined based on the costs incurred through closing.Offshore Wind project. The project is expected to cost approximately $210$300 million once constructed, including the initial acquisition cost, and to generate approximately 100 MW.
In November 2016, Dominion acquired 100% of the equity interest of four solar projectsbe in Virginia and two solar projectsservice in South Carolina for $21 million. The projects are expected to cost approximately $287 million once constructed, including the initial acquisition cost. The facilities are expected to begin commercial operations by the end of 2017 and generate approximately 161 MW.
In January 2017, Dominion entered into an agreement to acquire 100% of the equity interests of a solar project in North Carolina from Cypress Creek Renewables, LLC for $154 million in cash. The acquisition is expected to close during the second quarter of 2017, prior to the project commencing commercial operations, which is expected by the end of the third quarter of 2017. The project is expected to cost $160 million once constructed, including the initial acquisition cost, and to generate approximately 79 MW.late 2020.

SOURCES OOFF ENERGY SUPPLY

DominionPower Generation Operating Segment—Dominion Energy and Virginia Power

DominionPower Generation uses a variety of fuels to power its electric generation and purchases power for utility system load requirements and to satisfy physical forward sale requirements, as

described below. Some of these agreements have fixed commitments and are included as contractual obligations inFuture CashPayments for Contractual Obligations and Planned Capital Expendituresin Item 7. MD&A.

Nuclear FuelDominionPower Generation primarily utilizes long-term contracts to support its nuclear fuel requirements. Worldwide market conditions are continuously evaluated to ensure a range of supply options at reasonable prices which are dependent on the market environment. Current agreements, inventories and spot market availability are expected to support current and planned fuel supply needs. Additional fuel is purchased as required to ensure optimal cost and inventory levels.

Fossil FuelDominionPower Generation primarily utilizes natural gas and coal in its fossil fuel plants. All recent fossil fuel plant construction for DominionPower Generation with the exception of the Virginia City Hybrid Energy Center, involves natural gas generation.

DominionPower Generation’s natural gas and oil supply is obtained from various sources including purchases from major and independent producers in theMid-Continent and Gulf Coast regions, purchases from local producers in the Appalachian area and Marcellus and Utica regions, purchases from gas marketers and withdrawals from underground storage fields owned by Dominion Energy or third parties. DominionPower Generation manages a portfolio of natural gas transportation contracts (capacity) that provides for reliable natural gas deliveries to its gas turbine fleet, while minimizing costs.

DominionPower Generation’s coal supply is obtained through long-term contracts and short-term spot agreements from domestic suppliers.

Biomass—DominionPower Generation’s biomass supply is obtained through long-term contracts and short-term spot agreements from local suppliers.

Purchased PowerDominionPower Generation purchases electricity from the PJM spot market and through power purchase agreementsagree-

14


ments with other suppliers to provide for utility system load requirements.

DominionPower Generation also occasionally purchases electricity from the PJM andISO-NE spot marketsmarket to satisfy physical forward sale requirements as part of its merchant generation operations.

DominionPower Generation Operating Segment—Virginia Power

Presented below is a summary of Virginia Power’s actual system output by energy source:

 

Source  2016 2015 2014   2018 2017 2016 

Natural gas

   33 32 31

Nuclear(1)

   31 30 33   29  32  31 

Natural gas

   31  23  15 

Purchased power, net

   19  14  8 

Coal(2)

   24  26  30    13  17  24 

Purchased power, net

   8  15  19 

Other(3)

   6  6  3    6  5  6 

Total

   100 100 100   100 100 100

 

(1)

Excludes ODEC’s 11.6% ownership interest in North Anna.

(2)

Excludes ODEC’s 50.0% ownership interest in the Clover power station.

(3)

Includes oil, hydro, biomass and solar.

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SEASONALITY

DominionPower Generation Operating Segment—Dominion Energy and Virginia Power

Sales of electricity for DominionPower Generation typically vary seasonally as a result of the impact of changes in temperature and the availability of alternative sources for heating on demand by residential and commercial customers. SeeDVP-SeasonalityPower Delivery-Seasonality above for additional considerations that also apply to DominionPower Generation.

NUCLEAR DECOMMISSIONING

DominionPower Generation Operating Segment—Dominion Energy and Virginia Power

Virginia Power has a total of four licensed, operating nuclear reactors at Surry and North Anna in Virginia.

Decommissioning involves the decontamination and removal of radioactive contaminants from a nuclear power station once operations have ceased, in accordance with standards established by the NRC. Amounts collected from ratepayers are placed into trusts and are invested to fund the expected future costs of decommissioning the Surry and North Anna units.

Virginia Power believes that the decommissioning funds and their expected earnings for the Surry and North Anna units will be sufficient to cover expected decommissioning costs, particularly when combined with future ratepayer collections and contributions to these decommissioning trusts, if such future collections and contributions are required. This reflects the long-term investment horizon, since the units will not be decommissioned for decades, and a positive long-term outlook for trust fund investment returns. Virginia Power will continue to monitor these trusts to ensure they meet the NRC minimum financial

assurance requirements, which may include, if needed, the use of parent company guarantees, surety bonding or other financial instruments recognized by the NRC.

The estimated cost to decommission Virginia Power’s four nuclear units is reflected in the table below and is primarily based upon site-specific studies completed in 2014. These cost studies are generally completed every four to five years. The current cost estimates assume decommissioning activities will begin shortly after cessation of operations, which will occur when the operating licenses expire.

Under the current operating licenses, Virginia Power is scheduled to decommission the Surry and North Anna units during the period 2032 to 2078. NRC regulations allow licensees to apply for extension of an operating license in up to20-year increments. Virginia Power has announced its intentionfiled an application with the NRC to applyrenew operating licenses for Surry for an operating lifeadditional 20 years. Under its current licenses, the two nuclear units are allowed to generate electricity through 2032 and 2033. A relicensing would extend their lives through 2052 and 2053. Virginia Power expects to submit a license extension application for Surry, and may forthe two units at North Anna as well.in 2020. Between the four units, Virginia Power estimates that it could spend approximately $3 billion to $4 billion over the next several years on the relicensing process. The existing regulatory framework in Virginia provides rate recovery mechanisms for such costs.

DominionPower Generation Operating Segment—Dominion Energy

In addition to the four nuclear units discussed above, Dominion Energy has two licensed, operating nuclear reactors at Millstone in Connecticut. A third Millstone unit ceased operations before Dominion Energy acquired the power station. In May 2013, Dominion Energy ceased operations at its single Kewaunee unit in Wisconsin and commenced decommissioning activities using the SAFSTOR methodology. The planned decommissioning completion date is 2073, which is within the NRC allowed60-year window.

As part of Dominion’sDominion Energy’s acquisition of both Millstone and Kewaunee, it acquired decommissioning funds for the related

units. Any funds remaining in Kewaunee’s trust after decommissioning is completed are required to be refunded to Wisconsin ratepayers. Dominion Energy believes that the amounts currently available in the decommissioning trusts and their expected earnings will be sufficient to cover expected decommissioning costs for the Millstone and Kewaunee units. Dominion Energy will continue to monitor these trusts to ensure they meet the NRC minimum financial assurance requirements, which may include, if needed, the use of parent company guarantees, surety bonding or other financial instruments recognized by the NRC. The estimated cost to decommission Dominion’sDominion Energy’s eight units is reflected in the table below and is primarily based upon site-specific studies completed for Surry, North Anna and Millstone in 2014 and for Kewaunee in 2013.2018.

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The estimated decommissioning costs and license expiration dates for the nuclear units owned by Dominion Energy and Virginia Power are shown in the following table:

 

  

NRC

license

expiration

year

   

Most

recent

cost

estimate

(2016

dollars)(1)

   

Funds in

trusts at

December 31,

2016

   

2016

contributions

to trusts

   NRC
license
expiration
year
   Most
recent
cost
estimate
(2018
dollars)(1)
   Funds in
trusts at
December 31,
2018
   2018
contributions
to trusts
 
(dollars in millions)                                

Surry

                

Unit 1

   2032   $600   $597   $  0.6    2032   $624    $   669    $  — 

Unit 2

   2033    620    588    0.6    2033    646    660     

North Anna

                

Unit 1(2)

   2038    513    475    0.4    2038    534    536     

Unit 2(2)

   2040    525    446    0.3    2040    547    504     

Total (Virginia Power)

     2,258    2,106    1.9      2,351    2,369     

Millstone

                

Unit 1(3)

   N/A    373    474        N/A    381    509     

Unit 2

   2035    563    614        2035    587    672     

Unit 3(4)

   2045    684    604        2045    713    664     

Kewaunee

                

Unit 1(5)

   N/A    467    686        N/A    574    724     

Total (Dominion)

     $  4,345   $  4,484   $1.9 

Total (Dominion Energy)

     $4,606    $4,938    $  — 

 

(1)

The cost estimates shown above reflect reductions for the expected future recovery of certain spent fuel costs based on Dominion’sDominion Energy and Virginia Power’s contracts with the DOE for disposal of spent nuclear fuel consistent with the reductions reflected in Dominion’sDominion Energy and Virginia Power’s nuclear decommissioning AROs.

(2)

North Anna is jointly owned by Virginia Power (88.4%) and ODEC (11.6%). However, Virginia Power is responsible for 89.26% of the decommissioning obligation. Amounts reflect 89.26% of the decommissioning cost for both of North Anna’s units.

(3)

Unit 1 permanently ceased operations in 1998, before Dominion’sDominion Energy’s acquisition of Millstone.

(4)

Millstone Unit 3 is jointly owned by Dominion Energy Nuclear Connecticut, Inc., with a 6.53% undivided interest in Unit 3 owned by Massachusetts Municipal and Green Mountain. Decommissioning cost is shown at Dominion’sDominion Energy’s ownership percentage. At December 31, 2016,2018, the minority owners held $37$41 million of trust funds related to Millstone Unit 3 that are not reflected in the table above.

(5)

Permanently ceased operations in 2013.

Also see Notes 14 and 22 to the Consolidated Financial Statements for further information about AROs and nuclear decommissioning, respectively, and Note 9 to the Consolidated Financial Statements for information about nuclear decommissioning trust investments.

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Dominion EnergyGas Infrastructure

The Dominion EnergyGas Infrastructure Operating Segment of Dominion Energy Gasincludes certain of Dominion’sDominion Energy’s regulated natural gas operations. DTI,DETI, the gas transmission pipeline and storage business, serves gas distribution businesses and other customers in the Northeast,mid-Atlantic and Midwest. East Ohio, the primary gas distribution business of Dominion Energy Gas, serves residential, commercial and industrial gas sales, transportation and gathering service customers primarily in Ohio. DGP conducts gas gathering and processing activities, which include the sale of extracted products at market rates, primarily in West Virginia, Ohio and Pennsylvania. East Ohio, the primary gas distribution business of Dominion, serves residential, commercial and industrial gas sales, transportation and gathering service customers primarily in Ohio. Dominion Iroquois holds a 24.07% noncontrolling partnership interest in Iroquois, which provides service to local gas distribution companies, electric utilities and electric power

generators, as well as marketers and other end users, through interconnecting pipelines and exchanges primarily in New York.

Earnings for theDominion EnergyThe Gas Infrastructure Operating Segment of Dominion Energyincludes Dominion Energy Gas’ regulated natural gas operations as well as LNG operations, Dominion Energy Questar operations, Hope’s gas distribution operations in West Virginia, DECG’s FERC-regulated interstate natural gas transportation services in South Carolina and southeastern Georgia and nonregulated retail natural gas marketing, as well as Dominion Energy’s investments in Atlantic Coast Pipeline and Iroquois. SeeProperties and Investmentsbelow for additional information regarding the Atlantic Coast Pipeline investment. Dominion Energy’s LNG operations involve the import, export and storage of LNG at Cove Point, transportation of regasified LNG to the interstate pipeline grid andmid-Atlantic and Northeast markets and liquefaction of natural gas for export as LNG.

In September 2016, Dominion Energy completed the Dominion Energy Questar Combination and Dominion Energy Questar, a Rockies-based integrated natural gas company consisting of Questar Gas, Wexpro and Dominion Energy Questar Pipeline, became a wholly-owned subsidiary of Dominion Energy. Questar Gas’ regulated gas distribution operations serves customers in Utah, southwestern Wyoming and southeastern Idaho. Wexpro develops and produces natural gas from reserves supplied to Questar Gas under acost-of-service framework. Dominion Energy Questar Pipeline provides FERC-regulated interstate natural gas transportation and storage services in Utah, Wyoming and western Colorado. SeeAcquisitions andDispositionsabove and Note 3 to the Consolidated Financial Statements for a description of the Dominion Energy Questar Combination.

Gas Infrastructure’s investment plan includes spending approximately $8.5 billion from 2019 through 2023 to upgrade existing or add new infrastructure to meet growing energy needs within its service territory and maintain reliability. Demand for natural gas is expected to continue to grow as initiatives to transition to gas from more carbon-intensive fuels are implemented. This plan includes Dominion Energy’s portion of spending for the Atlantic Coast Pipeline Project.

Earnings for theGas Infrastructure Operating Segment of Dominion Energy Gas primarily result from rates established by FERC and the Ohio Commission. The profitability of this business is dependent on Dominion Energy Gas’ ability, through the rates it is permitted to charge, to recover costs and earn a reasonable return on its capital investments. Variability in earnings results from changes in operating and maintenance expenditures, as well as changes in rates and the demand for services, which are dependent on weather, changes in commodity prices and the economy.

Approximately 96%92% of theDETI’s transmission capacity under contract on DTI’s pipeline is subscribed withincluding 86% under long-term contracts (two years or greater). The remaining 4% is contracted and 6% on ayear-to-year basis. Less than 1% of firm transportation capacity is currently unsubscribed. Less than 1% ofDETI’s storage services are unsubscribed. All contracted storage is100% subscribed with long-term contracts.

Revenue from processing and fractionation operations largely results from the sale of commodities at market prices. For DGP’s processing plants, Dominion Energy Gas receives the wet gas product from producers and may retain the extracted NGLs as compensation for its services. This exposes Dominion Energy Gas to commodity price risk for the value of the spread between the NGL products and natural gas. In addition, Dominion Energy

16


Gas has volumetric risk as the majority of customers receiving these services are not required to deliver minimum quantities of gas.

East Ohio utilizes a straight-fixed-variable rate design for a majority of its customers. Under this rate design, East Ohio recovers a large portion of its fixed operating costs through a flat monthly charge accompanied by a reduced volumetric base delivery rate. Accordingly, East Ohio’s revenue is less impacted by weather-related fluctuations in natural gas consumption than under the traditional rate design.

In addition toEarnings for the operations of Dominion Gasthe Dominion Energy Infrastructure Operating Segment of Dominionalsoincludes LNG operations, Dominion Questar operations, Hope’s gas distribution operations in West Virginia, and nonregulated retail natural gas marketing, as well as Dominion’s investments in the Blue Racer joint venture, Atlantic Coast Pipeline and Dominion Midstream. SeeProperties and Investmentsbelow for additional information regarding the Blue Racer and Atlantic Coast Pipeline investments. Dominion’s LNG operations involve the import and storage of LNG at Cove Point and the transportation of regasified LNG to

the interstate pipeline grid andmid-Atlantic and Northeast markets. Dominion has received DOE and FERC approval to export LNG from Cove Point and has begun construction on abi-directional facility, which will be able to import LNG and regasify it as natural gas and liquefy natural gas and export it as LNG. See Note 22 to the Consolidated Financial Statements for more information.

In September 2016, Dominion completed the Dominion Questar Combination and Dominion Questar became a wholly-owned subsidiary of Dominion. Dominion Questar, a Rockies-based integrated natural gas company, included Questar Gas, Wexpro and Questar Pipeline at closing. Questar Gas’ regulated gas distribution operations in Utah, southwestern Wyoming and southeastern Idaho includes 29,200 miles of gas distribution pipeline. Wexpro develops and produces natural gas from reserves supplied to Questar Gas under a cost-of-service framework. Questar Pipeline provides FERC-regulated interstate natural gas transportation and storage services in Utah, Wyoming and western Colorado through 2,200 miles of gas transmission pipeline and 56 bcf of working gas storage. SeeAcquisitions andDispositionsabove and Note 3 to the Consolidated Financial Statements for a description of the Dominion Questar Combination.

In 2014, Dominion formed Dominion Midstream, an MLP initially consisting of a preferred equity interest in Cove Point. SeeGeneral above for more information. Also seeAcquisitions and Dispositionsaboveand Note 3 to the Consolidated Financial Statements for a description of Dominion’s contribution of Questar Pipeline to Dominion Midstream in December 2016 as well as Dominion’s acquisition of DCG, which Dominion contributed to Dominion Midstream in April 2015, and Dominion Midstream’s acquisition of a 25.93% noncontrolling partnership interest in Iroquois in September 2015. DCG provides FERC-regulated interstate natural gas transportation services in South Carolina and southeastern Georgia through 1,500 miles of gas transmission pipeline.

Dominion Energy’s existing five-year investment plan includes spending approximately $8.0 billion from 2017 through 2021 to upgrade existing or add new infrastructure to meet growing energy needs within its service territory and maintain reliability. Demand for natural gas is expected to continue to grow as initiatives to transition to gas from more carbon-intensive fuels are implemented. This plan includes Dominion’s portion of spending for the Atlantic Coast Pipeline Project.

In addition to the earnings drivers noted above for Dominion Gas, earnings for theDominion Energy Operating Segment of Dominionprimarily include the results of rates established by FERC and the Ohio, West Virginia, Utah, Wyoming and Idaho Commissions. Additionally, Dominion Energy receives revenue from firmfee-based contractual arrangements, including negotiated rates, for certain LNG storage and regasificationterminalling services. The Liquefaction Project has a firm contracted capacity for LNG loading onto ships of approximately 4.6 Mtpa (0.66 Bcfe/day), under normal operating conditions and after accounting for maintenance downtime and other losses. Dominion Energy Questar Pipeline’sPipeline and DCG’sDECG’s revenues are primarily derived from reservation charges for firm transportation and storage services as provided for in their FERC-approved tariffs. Revenue provided by Questar Gas’ operations is based primarily on rates established by the Utah and Wyoming Commissions. The Idaho Commission has contracted with the Utah Commission for rate oversight of Questar Gas operations in a small area of southeastern Idaho. Hope’s gas distribution operations in West Virginia serve residential, commercial, sale for resale and

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industrial gas sales, transportation and gathering service customers. Revenue provided by Hope’s operations is based primarily on rates established by the West Virginia Commission. The profitability of these businesses is dependent on their ability, through the rates they are permitted to charge, to recover costs and earn a reasonable return on their capital investments. Variability in earnings results from changes in operating and maintenance expenditures, as well as changes in rates and the demand for services, which are dependent on weather, changes in commodity prices and the economy.

Dominion’s retail energy marketing operations compete in nonregulated energy markets. In March 2014, Dominion completed the sale of its electric retail energy marketing business; however, it still participates in the retail natural gas and energy-related products and services businesses. The remaining customer base includes approximately 1.4 million customer accounts in 17 states. Dominion has a heavy concentration of natural gas customers in markets where utilities have a long-standing commitment to customer choice, primarily in the states of Ohio and Pennsylvania.

COMPETITION

Dominion EnergyGas Infrastructure Operating Segment—Dominion Energy and Dominion Energy Gas

Dominion Energy Gas’ natural gas transmission operations compete with domestic and Canadian pipeline companies. Dominion Energy Gas also competes with gas marketers seeking to provide or arrange transportation, storage and other services. Alternative energyfuel sources, such as oil or coal, provide another level of competition. Although competition is based primarily on price, the array of services that can be provided to customers is also an important factor. The combination of capacity rights held on certain long-line pipelines, a large storage capability and the availability of numerous receipt and delivery points along its own pipeline system enable Dominion Energy to tailor its services to meet the needs of individual customers.

DGP’s processing and fractionation operations face competition in obtaining natural gas supplies for its processing and related

services. Numerous factors impact any given customer’s choice of processing services provider, including the location of the facilities, efficiency and reliability of operations, and the pricing arrangements offered.

In Ohio, there has been no legislation enacted to require supplier choice for natural gas distribution consumers. However, East Ohio has offered an Energy Choice program to residential and commercial customers since October 2000. East Ohio has since taken various steps approved by the Ohio Commission toward exiting the merchant function, including restructuring its commodity service and placing Energy Choice-eligible customers in a direct retail relationship with participating suppliers. Further, in April 2013, East Ohio fully exited the merchant function for its nonresidential customers, which are now required to choose a retail supplier or be assigned to one at a monthly variable rate set by the supplier. At December 31, 2016,2018, approximately 11.1 million of East Ohio’s 1.2 million Ohio customers were participating in the Energy Choice program.

Dominion EnergyGas Infrastructure Operating Segment—Dominion Energy

Questar Gas and Hope do not currently face direct competition from other distributors of natural gas for residential and commer-

cialcommercial customers in their service territories as state regulations in Utah, Wyoming and Idaho for Questar Gas, and West Virginia for Hope, do not allow customers to choose their provider at this time. SeeState Regulationsin Regulation for additional information.

Cove Point’s gas transportation, LNG import and storage operations, as well as the Liquefaction Project’s capacity are contracted primarily under long-term fixed reservation fee agreements. However, in the future Cove Point may compete with other independent terminal operators as well as major oil and gas companies on the basis of terminal location, services provided and price. Competition from terminal operators primarily comes from refiners and distribution companies with marketing and trading arms. In addition, Cove Point’s Liquefaction Project may face competition on a global scale as international customers explore other options to meet their energy needs.

Dominion Energy Questar Pipeline’sPipeline and DCG’sDECG’s pipeline systems generate a substantial portion of their revenue from long-term firm contracts for transportation services and are therefore insulated from competitive factors during the terms of the contracts. When these long-term contracts expire, Dominion Energy Questar Pipeline’s pipeline system faces competitive pressures from similar facilities that serve the Rocky Mountain region and DCG’sDECG’s pipeline system faces competitive pressures from similar facilities that serve the South Carolina and southeastern Georgia area in terms of location, rates, terms of service, and flexibility and reliability of service.

Dominion’sDominion Energy’s retail energy marketing operations compete against incumbent utilities and other energy marketers in nonregulated energy markets for natural gas. Customersgas, and provides service to approximately 380,000 customer accounts in five states. The heaviest concentration of customers in these markets have the right to select a retail marketer and typically do so based upon price savings or price stability; however, incumbentis located in states where utilities have the advantage of long-standing relationships with their customerscommitment to customer choice, primarily Ohio and greater name recognition in their markets.Pennsylvania.

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REGULATION

Dominion EnergyGas Infrastructure Operating Segment—Dominion Energy and Dominion Energy Gas

Dominion Energy Gas’ natural gas transmission and storage operations are regulated primarily by FERC. East Ohio’s gas distribution operations, including the rates that it may charge to customers, are regulated by the Ohio Commission. SeeState Regulations andFederal Regulations inRegulation for more information.

Dominion EnergyGas Infrastructure Operating Segment—Dominion Energy

Cove Point’s transportation, LNG import and storage operations and Dominion Energy Questar Pipeline’s,Pipeline and DCG’sDECG’s operations are regulated primarily by FERC. Questar Gas’ distribution operations, including the rates it may charge customers, are regulated by the Utah, Wyoming and Idaho Commissions. Hope’s gas distribution operations, including the rates that it may charge customers, are regulated by the West Virginia Commission. SeeState Regulations andFederal Regulations inRegulation for more information.

PROPERTIESAND INVESTMENTS

For a description of Dominion’sDominion Energy and Dominion Energy Gas’ existing facilities see Item 2.Properties.

Dominion EnergyGas Infrastructure Operating Segment—Dominion Energy and Dominion Energy Gas

Dominion Energy Gas has the following significant projects under construction or development to better serve customers or expand its service offerings within its service territory.

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In September 2014, DTI announced its intent to construct and operate the Supply Header project which is expected to cost approximately $500 million and provide 1,500,000 Dths per day of firm transportation service to various customers. In October 2014, DTI requested authorization to use FERC’spre-filing process. The application to request FERC authorization to construct and operate the project facilities was filed in September 2015, with the facilities expected to be in service in late 2019. In December 2014, DTI entered intoAugust 2018, DETI executed a binding precedent agreement with Atlantic Coast Pipelinea customer for the Supply Header project.

In June 2014, DTI executed binding precedent agreements with two power generators for the Leidy South Project. In November 2014, one of the power generators assigned a portion of its capacity to an affiliate, bringing the total number of project customers to three. The project is expected to cost approximately $210 million. In August 2016, DTI received FERC authorization to construct and operate the Leidy South Project facilities. Service under the20-year contracts is expected to commence in late 2017.

In September 2013, DTI executed binding precedent agreements with several local distribution company customers for the New MarketWest Loop project. The project is expected to cost approximately $180$95 million and provide 112,000150,000 Dths per day of firm transportation service from Leidy, Pennsylvania to interconnects with Iroquois and Niagara Mohawk Power Corporation’s distribution systemOhio for delivery to a proposed combined-cycle, naturalgas-fired electric power generation facility to be located in the Albany, New York market.Columbiana County, Ohio. In April 2016, DTI receivedDecember 2018, DETI filed an application to request FERC authorization to construct, operate and maintain the project facilities, which are expected to be in service in late 2017.by the end of 2021.

In March 2016, EastJanuary 2018, DETI filed an application to request FERC authorization to construct and operate certain facilities located in Ohio executedand Pennsylvania for the Sweden Valley project. The project is expected to cost approximately $50 million and provide 120,000 Dths per day of firm transportation service from Pennsylvania to Ohio for delivery to Transco. The project’s capacity is fully subscribed pursuant to a binding precedent agreement with one customer and is expected to be placed into service in the fourth quarter of 2019.

In December 2014, DETI entered into a power generatorprecedent agreement with Atlantic Coast Pipeline for the Lordstown Project. In January 2017, East Ohio commenced constructionSupply Header project, a project to provide approximately 1,500,000 Dths per day of the project, with an in-service date expected infirm transportation service to various customers. During the third quarterand fourth quarters of 2017 at2018, a total estimatedFERC stop work order together with delays in obtaining permits necessary for construction and delays in construction due to judicial actions impacted the cost of approximately $35 million.and schedule for the project. As a result, project cost estimates have increased from between $550 million to $600 million to between

$650 million to $700 million, excluding financing costs. DETI anticipates a late 2020in-service date.

In 2008, East Ohio began PIR, aimed at replacing approximately 4,100 miles of its pipeline system at a cost of $2.7 billion. In 2011, approval was obtained to include an additional 1,450 miles and to increase annual capital investment to meet the program goal. The program will replace approximately 25% of the pipeline system and is anticipated to take place over a total of 25 years. In March 2015,September 2016, East Ohio filed an application with the Ohio Commission requestingreceived approval to extend the PIR program for an additional five years and to increase the annual capital investment, with corresponding increases in the annual rate-increase caps. In September 2016, the Ohio Commission approved a stipulation filed jointly by East Ohio and the Staff of the Ohio Commission to settle East Ohio’s pending application. As requested, the PIR Program and associated cost recovery will continue for another five-year term, calendar years 2017 through 2021, and East Ohio will be permitted to increase its annual capital expenditures to $200 million by 2018 and 3% per year thereafter subject to the cost recovery rate increase caps proposed by East Ohio. Costs associated with calendar year 2016 investment will be recovered under the existing terms. In April 2018, the Ohio Commission approved East Ohio’s application to adjust the PIR cost recovery rates for 2017 costs. The filing reflects gross plant investment for 2017 of $204 million, cumulative gross plant investment of $1.4 billion and a revenue requirement of $165 million.

Dominion EnergyGas Infrastructure Operating Segment—Dominion Energy

Dominion Energy has the following significant projects under construction or development.

Cove Point—Dominion is pursuing the Liquefaction Project, which would enable Cove Point to liquefy domestically-produced

natural gas for export as LNG. The DOE previously authorized Dominion to export LNG to countries with free trade agreements. In September 2013, the DOE authorized Dominion to export LNG from Cove Point tonon-free trade agreement countries.

In May 2014, the FERC staff issued its EA for the Liquefaction Project. In the EA, the FERC staff addressed a variety of topics related to the proposed construction and development of the Liquefaction Project and its potential impact to the environment, and determined that with the implementation of appropriate mitigation measures, the Liquefaction Project can be built and operated safely with no significant impact to the environment. In September 2014, Cove Point received the FERC order authorizing the Liquefaction Project with certain conditions. The conditions regarding the Liquefaction Project set forth in the FERC order largely incorporate the mitigation measures proposed in the EA. In October 2014, Cove Point commenced construction of the Liquefaction Project, with anin-service date anticipated in late 2017 at a total estimated cost of approximately $4.0 billion, excluding financing costs. The Cove Point facility is authorized to export at a rate of 770 million cubic feet of natural gas per day for a period of 20 years.

In April 2013, Dominion announced it had fully subscribed the capacity of the project with20-year terminal service agreements. ST Cove Point, LLC, a joint venture of Sumitomo Corporation, a Japanese corporation that is one of the world’s leading trading companies, and Tokyo Gas Co., Ltd., a Japanese corporation that is the largest natural gas utility in Japan, and GAIL Global (USA) LNG LLC, a wholly-owned indirect U.S. subsidiary of GAIL (India) Ltd., have each contracted for half of the capacity. Following completion of thefront-end engineering and design work, Dominion also announced it had awarded its engineering, procurement and construction contract for new liquefaction facilities to IHI/Kiewit Cove Point, a joint venture between IHI E&C International Corporation and Kiewit Energy Company.

Cove Point has historically operated as an LNG import facility under various long-term import contracts. Since 2010, Dominion has renegotiated certain existing LNG import contracts in a manner that will result in a significant reduction in pipeline and storage capacity utilization and associated anticipated revenues during the period from 2017 through 2028. Such amendments created the opportunity for Dominion to explore the Liquefaction Project, which, assuming it becomes operational, will extend the economic life of Cove Point and contribute to Dominion’s overall growth plan. In total, these renegotiations reduced Cove Point’s expected annual revenues from the import-related contracts by approximately $150 million from 2017 through 2028, partially offset by approximately $50 million of additional revenues in the years 2013 through 2017.

In OctoberJune 2015, Cove Point received FERC authorization to construct the approximately $40 million Keys Energy Project. Construction on the project commenced in December 2015, and the project facilities are expected to be placed into service in March 2017.

In November 2016, Cove Point filed an application to request FERC authorization to constructexecuted binding agreements with two customers for the approximately $150 million Eastern Market Access Project. Construction on the project is expected to begin in the fourth quarter of 2017, and the project facilities are expected to be placed into service in late 2018.

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DCGIn 2014, DCG executed binding precedent agreements with three customers for the Charleston project. The project is expected to cost approximately $120 million, and provide 80,000 Dths per day of firm transportation service from an existing interconnect with Transcontinental Gas Pipe Line, LLC in Spartanburg County, South Carolina to customers in Dillon, Marlboro, Sumter, Charleston, Lexington and Richland counties, South Carolina. In February 2017, DCGJanuary 2018, Cove Point received FERC approvalauthorization to construct and operate the project facilities, which are expected to be placed into service in the fourth quartersecond half of 2017.2019. In October 2018, Cove Point announced it was evaluating alternatives to a proposed Charles County, Maryland compressor station that was initially part of this project and in December 2018, after working with project customers for alternative solutions, decided not to pursue further construction at this location resulting in a revised project cost estimate of approximately $45 million.

Questar Gas—In 2010, Questar Gas began replacing aging high pressure infrastructure under a cost-tracking mechanism that allows it to place into rate base and earn a return on capital expenditures associated with a multi-year natural gas infrastructure-replacement program upon the completion of each project. At that time, the commission-allowed annual spending in the replacement program was approximately $55 million.

In its 2014 Utah general rate case, Questar Gas received approval to include intermediate high pressure infrastructure in the replacement program and increase the annual spending limit to approximately $65 million, adjusted annually using a gross domestic product inflation factor. At that time, 420 miles of high pressure pipe and 70 miles of intermediate high pressure pipe were identified to be replaced in the program over a17-year period. Questar Gas has spent about $65 million each year through 20162018 under this program. The program is evaluated in each Utah general rate case. The next Utah general rate case is anticipated to occur in 2019.

INVESTMENTS

Dominion Energy Equity Method Investments—Iroquois—In September 2015, Dominion Energy, through Dominion Energy Midstream, acquired an additional 25.93% interest in Iroquois. Dominion Energy Gas holds a 24.07% interest with TransCanada holding a 50% interest. Iroquois owns and

18


operates a416-mile FERC regulated interstate natural gas pipeline providing service to local gas distribution companies, electric utilities and electric power generators, as well as marketers and other end users,end-users, through interconnecting pipelines and exchanges. Iroquois’ pipeline extends from the U.S.-Canadian border at Waddington, New York through the state of Connecticut to South Commack, Long Island, New York and continuing on from Northport, Long Island, New York through the Long Island Sound to Hunts Point, Bronx, New York. See Note 9 to the Consolidated Financial Statements for further information about Dominion’sDominion Energy’s equity method investment in Iroquois.

Atlantic Coast PipelineIn September 2014, Dominion Energy, along with Duke and Southern Company Gas, (formerly known as AGL Resources Inc.), announced the formation of Atlantic Coast Pipeline. The Atlantic Coast Pipeline partnership agreement includes provisions to allow Dominion Energy an option to purchase additional ownership interest in Atlantic Coast Pipeline to maintain a leading ownership percentage. In October 2016, Dominion purchased an additional 3% membership interest in Atlantic Coast Pipeline from Duke for $14 million. The members which are subsidiaries of the above-referenced parent companies, hold the following membership interests: Dominion Energy, 48%; Duke, 47%; and Southern Company Gas, (formerly known as AGL Resources Inc.), 5%. Atlantic Coast Pipeline is focused on constructing an approximately600-mile natural gas pipeline running from West Virginia through Virginia to North Carolina, which has a total expected cost of $5.0 billion

to $5.5 billion, excluding financing costs. In October 2014, Atlantic Coast Pipeline requested approval from FERC to utilize theCarolina. SeeFuture Issues and Other Matters in Item 7 for information on estimated project costs andpre-filingin-service process under which environmental review for the natural gas pipeline project will commence. Atlantic Coast Pipeline filed its FERC application in September 2015date and expects to be in service in late 2019. The project is subject to FERC, state and other federal approvals. See Note 9 to the Consolidated Financial Statements for further information about Dominion’sDominion Energy’s equity method investment in Atlantic Coast Pipeline.

Align RNGIn December 2012,November 2018, Dominion formed Blue Racer with Caiman to provide midstream services to natural gas producers operating inEnergy announced the Utica Shale region in Ohio and portionsformation of Pennsylvania. Blue Racer isAlign RNG, an equal partnership between Dominion and Caiman, with Dominion contributing midstream assets and Caiman contributing private equity capital. Midstream services offered by Blue Racer include gathering, processing, fractionation, and natural gas liquids transportation and marketing. Blue Racer is expectedSmithfield Foods, Inc. Align RNG expects to invest $250 million to develop additional new capacity designedassets to meet producer needs as the development of the Utica Shale formation increases. See Note 9 to the Consolidated Financial Statements for further information about Dominion’s equity method investment in Blue Racer.capture methane from hog farms across Virginia, North Carolina and Utah and convert it into pipeline quality natural gas.

SOURCESOF ENERGY SUPPLY

Dominion’sDominion Energy and Dominion Energy Gas’ natural gas supply is obtained from various sources including purchases from major and independent producers in theMid-Continent and Gulf Coast regions, local producers in the Appalachian area, gas marketers and, for Questar Gas specifically, from Wexpro and other producers in the Rocky Mountain region. Wexpro’s gas development and production operations serve the majority of Questar Gas’ gas supply requirements in accordance with the Wexpro Agreement and the Wexpro II Agreement, comprehensive agreements with the states of Utah and Wyoming. Dominion’sDominion Energy and Dominion Energy Gas’ large underground natural gas storage network and the location of their pipeline systems are a significant link between the country’s major interstate gas pipelines and large markets in the Northeast,mid-Atlantic and Rocky Mountain regions. Dominion’sDominion Energy and Dominion Energy Gas’ pipelines are part of an interconnected gas transmission system, which provides access to supplies nationwide for local distribution companies, marketers, power generators and industrial and commercial customers.

Dominion’sDominion Energy and Dominion Energy Gas’ underground storage facilities play an important part in balancing gas supply with consumer demand and are essential to serving the Northeast,mid-Atlantic, Midwest and Rocky Mountain regions. In addition,

storage capacity is an important element in the effective management of both gas supply and pipeline transmission capacity.

The supply of gas to serve Dominion’sDominion Energy’s retail energy marketing customers is procured through Dominion’sDominion Energy’s energy marketing group and market wholesalers.

SEASONALITY

Dominion Energy’sGas Infrastructure’s natural gas distribution business earnings vary seasonally, as a result of the impact of changes in temperature on demand by residential and commercial customers for gas to meet heating needs. Historically, the majority of these earnings have been generated during the heating season, which is generally from November to March; however, implementation of rate

19



mechanisms in Ohio for East Ohio, and Utah, Wyoming and Idaho for Questar Gas and transportation services provided to gas producers and electric power generators at East Ohio have reduced the earnings impact of weather-related fluctuations. Demand for services at Dominion’sDominion Energy’s gas transmission and storage business can also be weather sensitive. Earnings are also impacted by changes in commodity prices driven by seasonal weather changes, the effects of unusual weather events on operations and the economy.

The earnings of Dominion’sDominion Energy’s retail energy marketing operations also vary seasonally. Generally, the demand for gas peaks during the winter months to meet heating needs.

Southeast Energy

The Southeast Energy Operating Segment of Dominion Energy, established in January 2019, includes the generation, transmission and distribution of electricity through SCE&G, the distribution of natural gas through SCE&G and PSNC and the marketing of natural gas to retail customers through SEMI.

SCE&G is engaged in the generation, transmission and distribution of electricity to approximately 730,000 customers in the central, southern and southwestern portions of South Carolina. Additionally, SCE&G and PSNC sell natural gas to approximately 960,000 residential, commercial and industrial customers in South Carolina and North Carolina. SEMI markets natural gas and provides energy-related services, selling natural gas to approximately 420,000 customers in the southeast U.S.

Southeast Energy’s investment plan includes spending approximately $4.6 billion from 2019 through 2023 to upgrade or add new equipment and infrastructure in response to increasing customer growth and demand and an effort to maintain reliability for customers.

Revenue provided by SCE&G’s electric distribution operations is based primarily on rates established by state regulatory authorities and state law. Variability in earnings is driven primarily by changes in rates, weather, customer growth and other factors impacting consumption such as the economy and energy conservation, in addition to operating and maintenance expenditures.

SCE&G’s electric transmission operations serve its electric distribution operations as well as certain wholesale customers. Revenue provided by such electric transmission operations is primarily based on a FERC-approved formula rate mechanism under SCE&G’s open access transmission tariff.

Revenue provided by SCE&G’s electric generation operations is primarily derived from the sale of electricity generated by its utility generation assets and is based on rates established by state regulatory authorities and state law. Variability in earnings may arise when revenues are impacted by factors not reflected in current rates, such as the impact of weather, or the timing and nature of expenses or outages.

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Revenue provided by SCE&G and PSNC’s natural gas distribution operations primarily results from rates established by the South Carolina and North Carolina Commissions, respectively. Variability in earnings results from changes in operating and maintenance expenditures, as well as changes in rates and the demand for services, the availability and prices of alternative fuels and the economy.

SCE&G is a member of the Virginia-Carolinas Reliability Group, one of several geographic divisions within the SERC Reliability Corporation. The SERC Reliability Corporation is one of seven regional entities with delegated authority from NERC for the purpose of proposing and enforcing reliability standards approved by NERC.

COMPETITION

There is no competition for electric distribution or generation service within SCE&G’s service territory in South Carolina and no such competition is currently permitted. However, competition from third-party owners for development, construction and ownership of certain transmission facilities in SCE&G’s service territory is permitted pursuant to Order 1000, subject to state and local siting and permitting approvals. This could result in additional competition to build and own transmission infrastructure in SCE&G’s service area in the future.

Competition in Southeast Energy’s natural gas distribution operations is generally based on price and convenience. Large commercial and industrial customers often have the ability to switch from natural gas to an alternate fuel, such as propane or fuel oil. Natural gas competes with these alternate fuels based on price. As a result, any significant disparity between supply and demand, either of natural gas or of alternate fuels, and due either to production or delivery disruptions or other factors, will affect price and the ability to retain large commercial and industrial customers.

Southeast Energy’s marketing services for natural gas and other energy-related services face competition from affiliates of large energy companies and electric membership cooperatives, among others. The ability of Southeast Energy to maintain its market share primarily depends on the prices it charges customers relative to the prices charged by its competitors and its ability to provide high levels of customer service.

REGULATION

SCE&G’s electric distribution service, including the rates it may charge to jurisdictional customers, is subject to regulation by the South Carolina Commission. SCE&G’s electric generation operations are subject to regulation by the South Carolina Commission, FERC, the NRC, the EPA, the DOE and various other federal, state and local authorities. SCE&G’s electric transmission service is primarily regulated by FERC and the DOE. SCE&G and PSNC’s gas distribution operations are subject to regulation by the South Carolina and North Carolina Commissions, respectively, as well as PHMSA, the U.S. Department of Transportation, the South Carolina Office of Regulatory Staff and the North Carolina Commission for enforcement of federal and state pipeline safety requirements in their respective service territories. SEMI’s energy marketing activities are subject to regulation by the Georgia Public Service Commission as to retail prices for customers served under regulated provider contracts and FERC.

SeeState Regulations andFederal Regulations inRegulation for more information.

PROPERTIES

For a listing of existing property and facilities associated with Southeast Energy at January 1, 2019, see Item 2. Properties.

The following material reliability projects are currently under construction or development at SCE&G:

In response to revised Effluent Limitations Guidelines mandated by the EPA, SCE&G intends to upgrade the wastewater discharge filtration systems at the Williams and Wateree coal-fired generation facilities. The scope and scheduling of these projects is dependent on the finalization of the Effluent Limitations Guidelines, but is expected to cost approximately $250 million and be placed into service by the end of 2025.

In an effort to maintain the reliability and safety of the baghouse at its Cope coal-fired generation facility, SCE&G is currently replacing the existing carbon steel baghouse structure with a corrosion resistant material to address corrosion issues resulting from the dry scrubber system. The project is estimated to cost approximately $40 million and be placed into service by the end of 2020.

The following material reliability projects are currently under construction or development at PSNC:

PSNC plans to construct approximately 38 miles of transmission pipeline between Franklinton, North Carolina and Clayton, North Carolina, which will improve system reliability and provide the capacity necessary to support the growing natural gas demand in PSNC’s service territory. The project is expected to cost approximately $130 million and provide approximately 170,000 Dths per day. The project is expected to be placed into service in 2020.

PSNC is constructing a high-pressure distribution pipeline that will ultimately span 35 miles between Forest City, North Carolina and Marion, North Carolina, which will provide enhanced system reliability and safety. The project is expected to cost approximately $60 million and provide approximately 60,000 Dths per day. The project is expected to be placed into service in late 2019.

SOURCESOF ENERGY SUPPLY

Southeast Energy uses a variety of fuels to power its electric generation and purchases power for utility system load requirements. Presented below is a summary of SCANA’s actual system output by energy source :

Source2018

Natural gas

37

Coal

35

Nuclear(1)

20

Other(2)

8

Total

100

(1)

Excludes Santee Cooper’s 33.3% undivided ownership interest in Summer.

(2)

Includes hydro, biomass and solar.

Natural gas—SCE&G purchases natural gas under contracts with producers and marketers on both a short-term and long-term basis at market-based prices. The gas is delivered to South Carolina through firm transportation agreements with various

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counterparties, which expire between 2019 and 2084. PSNC purchases natural gas under contracts with producers and marketers on a short-term basis at market-based prices and on a long-term basis for reliability assurance at first of the month index prices plus a reservation charge in certain cases. The gas is delivered to North Carolina through transportation agreements with Transco, which expire at various dates through 2031.

Coal—Southeast Energy primarily obtains coal through short-term and long-term contracts with suppliers located in eastern Kentucky, Tennessee, Virginia and West Virginia. These contracts provide for approximately 2.1 million tons annually. These contracts expire at various times through 2020. Spot market purchases may occur when needed or when prices are believed to be favorable.

Nuclear—Southeast Energy primarily utilizes long-term contracts to support its nuclear fuel requirements. SCE&G, for itself and as agent for Santee Cooper, and Westinghouse are parties to a fuel alliance agreement and contracts for fuel fabrication and related services. Under these contracts, SCE&G supplies enriched products to Westinghouse, who in turn supplies nuclear fuel assemblies for Summer. Westinghouse is SCE&G’s exclusive provider of such fuel assemblies on a cost-plus basis. The fuel assemblies to be delivered under the contracts are expected to supply the nuclear fuel requirements through 2033.

In addition, SCE&G has contracts covering its nuclear fuel needs for uranium, conversion services and enrichment services. These contracts have varying expiration dates through 2024. SCE&G believes that it will be able to renew these contracts as they expire or enter into similar contractual arrangements with other suppliers of nuclear fuel materials and services and that sufficient capacity for nuclear fuel supplies and processing exists to allow for normal operations of its nuclear generating unit. Current agreements, inventories and spot market availability are expected to support current and planned fuel supply needs. Additional fuel is purchased as required to ensure optimal fuel and inventory levels.

SEASONALITY

Southeast Energy’s electric operations vary seasonally as a result of the impact of changes in temperature, the impact of storms and other catastrophic weather events and the availability of alternative sources for heating on demand by residential and commercial customers. Generally, the demand for electricity peaks during the summer and winter months to meet cooling and heating needs. An increase in heating degree days does not produce the same increase in revenue as an increase in cooling degree days, due to seasonal pricing differentials and because alternative heating sources are more readily available.

Southeast Energy’s gas operations vary seasonally as a result of the impact of changes in temperature on demand by residential and commercial customers for gas to meet heating needs. The majority of these earnings are generated during the heating season, which is generally from November to March; however, North Carolina and South Carolina have certain mechanisms designed to reduce the impact of weather-related fluctuations.

The earnings of Southeast Energy’s natural gas marketing operations also vary seasonally, and generally peak during the winter months to meet heating needs.

NUCLEAR DECOMMISSIONING

SCE&G has atwo-thirds interest in one licensed, operating nuclear reactor at Summer in South Carolina.

Decommissioning involves the decontamination and removal of radioactive contaminants from a nuclear power station once operations have ceased, in accordance with standards established by the NRC. Amounts collected by ratepayers are placed into trusts and are invested to fund the expected future costs of decommissioning Summer.

SCE&G believes that the decommissioning funds and their expected earnings will be sufficient to cover expected decommissioning costs, particularly when combined with future ratepayer collections and contributions to this trust, if such future collections and contributions are required. SCE&G will continue to monitor this trust to ensure that it meets the NRC minimum financial assurance requirements, which may include, if needed, the use of Dominion Energy guarantees, surety bonding or other financial instruments recognized by the NRC.

The current estimated cost to SCE&G to decommission Summer is $626 million (stated in 2018 dollars), which is primarily based upon site-specific studies completed in 2016. These cost studies are generally completed every four to five years. Santee Cooper is responsible for the remaining 33.3% of decommissioning costs, proportionate with its ownership in Summer. The current cost estimates assume decommissioning activities will begin shortly after cessation of operations, which will occur when the operating license expires. The cost estimate reflects reductions for the expected future recovery of certain spent nuclear fuel costs based on SCE&G’s contracts with the DOE for disposal of spent nuclear fuel consistent with the reductions reflected in SCANA’s nuclear decommissioning ARO. Currently, SCE&G has $190 million in a trust for its proportionate share of these decommissioning activities.

Under the current operating license, SCE&G is scheduled to decommission Summer in 2042. NRC regulations allow licensees to apply for extension of an operating license in up to20-year increments. SCE&G is considering an operating license renewal for Summer.

Corporate and Other

Corporate and Other Segment-Virginia Power and Dominion Energy Gas

Virginia Power’sPower and Dominion Energy Gas’ Corporate and Other segments primarily include certain specific items attributable to their operating segments that are not included in profit measures evaluated by executive management in assessing the segments’ performance or in allocating resources.

Corporate and Other Segment-Dominion Energy

Dominion’sDominion Energy’s Corporate and Other segment includes its corporate, service company and other functions (including unallocated debt). In addition, Corporate and Other includes specific items attributable to Dominion’sDominion Energy’s operating segments that are not included in profit measures evaluated by executive management in assessing the segments’ performance or in allocating resources.

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REGULATION

The Companies are subject to regulation by various federal, state and local authorities, including the state commissions of Virginia, North Carolina, South Carolina, Ohio, West Virginia, Georgia, Utah, Wyoming and Idaho, SEC, FERC, EPA, DOE, NRC, Army Corps of Engineers and the U.S. Department of Transportation.

State Regulations

ELECTRIC

Virginia Power’sPower and SCE&G’s electric utility retail service isservices are subject to regulation by the Virginia Commissionand North Carolina Commissions and the NorthSouth Carolina Commission.Commission, respectively.

Virginia Power holdsand SCE&G hold CPCNs which authorize itthem to maintain and operate itstheir electric facilities now in operation and to sell electricity to customers. However, Virginia Power and SCE&G may not construct generating facilities or large capacity transmission lines without the prior approval of various state and federal government agencies. In addition, the Virginia Commission and the North Carolina Commission regulate Virginia Power’s and the South Carolina Commission regulates SCE&G’s transactions with affiliates and transfers of certain facilities. The Virginia, CommissionNorth Carolina and South Carolina Commissions also regulatesregulate the issuance of certain securities.

Electric Regulation in Virginia

The Regulation Act instituted acost-of-service rate model, ending Virginia’s planned transition to retail competition for electric supply service to most classes of customers.

The Regulation Act authorizes stand-alone rate adjustment clauses for recovery of costs for new generation projects, including pumped hydroelectricity generation and storage facilities as well as extensions of operating licenses of nuclear power generation facilities, FERC-approved transmission costs, underground distribution lines,

environmental compliance, conservation and energy efficiency programs and renewable energy programs, and also contains statutory provisions directing Virginia Power to file annual fuel cost recovery cases with the Virginia Commission. As amended, it provides for enhanced returns on capital expenditures on specific newly-proposed generation projects.

In February 2015,March 2018, the Virginia Governor signed legislation into lawGTSA reinstated base rate reviews on a triennial basis other than the first review, which will keepbe a quadrennial review, occurring for Virginia Power’s base rates unchanged until at least December 1, 2022. In addition, no biennial reviews will be conducted by the Virginia CommissionPower in 2021 for the fivefour successive12-month test periods beginning January 1, 2015,2017 and ending December 31, 2019.2020. This review for Virginia Power will occur one year earlier than under the Regulation Act legislation enacted in February 2015.

In the triennial review proceedings, earnings that are more than 70 basis points above the utility’s authorized return on equity that might have been refunded to customers and served as the basis for a reduction in future rates, may be reduced by approved investment amounts in qualifying solar or wind generation facilities or electric distribution grid transformation projects that Virginia Power elects to include in a customer credit reinvestment offset. The legislation statesdeclares that Virginia Power’s 2015 biennial review, filedelectric distribution grid transformation projects are in March 2015, would proceedthe public interest and provides that the costs of such projects may be recovered through a rate adjustment clause if not the subject of a customer credit reinvestment offset. Any costs that are the subject of a customer credit reinvestment offset may not be recovered in base

rates for the sole purposeservice life of reviewingthe projects and determining whethermay not be included in base rates in future triennial review proceedings. In any triennial review in which the Virginia Commission determines that the utility’s earnings are more than 70 basis points above its authorized return on equity, base rates are subject to reduction prospectively and customer refunds arewould be due unless the total customer credit reinvestment offset elected by the utility equals or exceeds the amount of earnings in excess of the 70 basis points. In the 2021 review, any such rate reduction is limited to $50 million.

The legislation also included provisions requiring Virginia Power to provide current customers basedone-time rate credits totaling $200 million and to reduce base rates to reflect reductions in income tax expense resulting from the 2017 Tax Reform Act. In addition, Virginia Power reduced base rates on earnings performancean annual basis by $125 million effective July 2018, to reflect the estimated effect of the 2017 Tax Reform Act, which is subject to adjustment effective April 2019. In May and June 2018, Virginia Power submitted filings detailing the implementation plan for interim reductions in rates for generation and distribution services duringpursuant to the 2013 and 2014 test periods. In addition the legislation requires the Virginia Commission to conduct proceedings in 2017 and 2019 to determine the utility’s ROE for use in connection with rate adjustment clauses and requires utilities to file integrated resource plans annually rather than biennially.GTSA.

If the Virginia Commission’s future rate decisions, including actions relating to Virginia Power’s rate adjustment clause filings, differ materially from Virginia Power’s expectations, it may adversely affect its results of operations, financial condition and cash flows.

SeeFutures Issues and Other Matters in Item 7. MD&A and Note 13 to the Consolidated Financial Statements for additional information, which is incorporated herein by reference.

Electric Regulation in North Carolina

Virginia Power’s retail electric base rates in North Carolina are regulated on acost-of-service/rate-of-return basis subject to North Carolina statutes and the rules and procedures of the North Carolina Commission. North Carolina base rates are set by a process that allows Virginia Power to recover its operating costs and an ROIC. If retail electric earnings exceed the authorized ROE established by the North Carolina Commission, retail electric rates may be subject to review and possible reduction by the North Carolina Commission, which may decrease Virginia Power’s future earnings. Additionally, if the North Carolina Commission does not allow recovery of costs incurred in providing service on a timely basis, Virginia Power’s future earnings could be negatively impacted. Fuel rates are subject to revision under annual fuel cost adjustment proceedings.

Virginia Power’s transmission service rates in North Carolina are regulated by the North Carolina Commission as part of Virginia Power’s bundled retail service to North Carolina customers. See Note 13 to the Consolidated Financial Statements for additional information, which is incorporated herein by reference.

Electric Regulation in South Carolina

SCE&G’s retail electric base rates in South Carolina are regulated on acost-of-service/rate-of-return basis subject to South Carolina statutes and the rules and procedures of the South Carolina Commission. South Carolina base rates are set by a process that allows SCE&G to recover its operating costs and an ROIC. If retail electric earnings exceed the authorized ROE established by the South Carolina Commission, retail electric rates may by sub-

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ject to review and possible reduction, which may decrease SCE&G’s future earnings. Additionally, if the South Carolina Commission does not allow recovery of costs incurred in providing service on a timely basis, SCE&G’s future earnings could be negatively impacted. Fuel costs are reviewed annually by the South Carolina Commission, as required by statute, and fuel rates are subject to revision in these annual fuel proceedings.

SCE&G offers to its retail electric customers several DSM programs designed to assist customers in reducing their demand for electricity and improving their energy efficiency. SCE&G submits annual filings to the South Carolina Commission related to these programs. As actual DSM program costs are incurred, they are deferred as regulatory assets and recovered through a rider approved by the South Carolina Commission. The rider also provides for recovery of any net lost revenues and for a shared savings incentive.

In connection with the SCANA Combination, SCE&G agreed not to file a general rate case with the South Carolina Commission with a requested rate effective date earlier than January 2021. Rate adjustments are permitted prior to 2021 for fuel and environmental costs, DSM costs and other rates routinely adjusted on an annual or biennial basis.

See Note 133 to the Consolidated Financial Statements for additional information, which is incorporated herein by reference.

GAS

Dominion Energy Questar’s natural gas development, production, transportation, and distribution services, including the rates it may charge its customers, are regulated by the state commissions of Utah, Wyoming and Idaho. East Ohio’s natural gas distribution services, including the rates it may charge its customers, are regulated by the Ohio Commission. Hope’s natural gas distribution services are regulated by the West Virginia Commission. SCE&G and PSNC’s natural gas distribution services are regulated by the South Carolina Commission and North Carolina Commission, respectively.

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Gas Regulation in Utah, Wyoming and Idaho

Questar Gas is subject to regulation of rates and other aspects of its business by the Utah, Wyoming and Idaho Commissions. The Idaho Commission has contracted with the Utah Commission for rate oversight of Questar Gas’ operations in a small area of southeastern Idaho. When necessary, Questar Gas seeks general base rate increases to recover increased operating costs and a fair return on rate base investments. Base rates are set based on thecost-of-service by rate class. Base rates for Questar Gas are designed primarily based on rate design methodology in which the majority of operating costs are recovered through volumetric charges. The volumetric charges for the residential and small commercial customers in Utah and Wyoming are subject to revenue decoupling and adjusted for changes in usage per customer.

In addition to general rate increases, Questar Gas makes routine separate filings with the Utah and Wyoming Commissions to reflect changes in the costs of purchased gas. The majority of these purchased gas costs are subject to rate recovery through the Wexpro Agreement and Wexpro II Agreement. Costs that are expected to be recovered in future rates are deferred as regulatory assets. The purchased gas recovery filings generally cover a prospective twelve-month period. Approved increases or decreases in

gas cost recovery rates result in increases or decreases in revenues with corresponding increases or decreases in net purchased gas cost expenses.

In connection with the Dominion Energy Questar Combination, Questar Gas withdrew its general rate case filed in July 2016 with the Utah Commission and agreed not to file a general rate case with the Utah Commission to adjust its base distributionnon-gas rates prior to July 2019, unless otherwise ordered by the Utah Commission. In addition Questar Gas agreed not to file a general rate case with the Wyoming Commission with a requested rate effective date earlier than January 2020. This does not impact Questar Gas’ ability to adjust rates through various riders. See NoteNotes 3 and 13 to the Consolidated Financial Statements for additional information.

Gas Regulation in Ohio

East Ohio is subject to regulation of rates and other aspects of its business by the Ohio Commission. When necessary, East Ohio seeks general base rate increases to recover increased operating costs and a fair return on rate base investments. Base rates are set based on thecost-of-service by rate class. A straight-fixed-variable rate design, in which the majority of operating costs are recovered through a monthly charge rather than a volumetric charge, is utilized to establish rates for a majority of East Ohio’s customers pursuant to a 2008 rate case settlement.

In addition to general base rate increases, East Ohio makes routine filings with the Ohio Commission to reflect changes in the costs of gas purchased for operational balancing on its system. These purchased gas costs are subject to rate recovery through a mechanism that ensures dollar for dollar recovery of prudently incurred costs. Costs that are expected to be recovered in future rates are deferred as regulatory assets. The rider filings cover unrecovered gas costs plus prospective annual demand costs. Increases or decreases in gas cost rider rates result in increases or decreases in revenues with corresponding increases or decreases in net purchased gas cost expenses.

The Ohio Commission has also approved several stand-alone cost recovery mechanisms to recover specified costs and a return for infrastructure projects and certain other costs that vary widely over time; such costs are excluded from general base rates. See Note 13 to the Consolidated Financial Statements for additional information.

Gas Regulation in West Virginia

Hope is subject to regulation of rates and other aspects of its business by the West Virginia Commission. When necessary, Hope seeks general base rate increases to recover increased operating costs and a fair return on rate base investments. Base rates are set based on thecost-of-service by rate class. Base rates for Hope are designed primarily based on rate design methodology in which the majority of operating costs are recovered through volumetric charges.

In addition to general rate increases, Hope makes routine separate filings with the West Virginia Commission to reflect changes in the costs of purchased gas. The majority of these purchased gas costs are subject to rate recovery through a mechanism that ensures dollar for dollar recovery of prudently incurred costs. Costs that are expected to be recovered in future rates are deferred as regulatory assets. The purchased gas cost recovery filings generallygen-

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erally cover a prospective twelve-month period. Approved increases or decreases in gas cost recovery rates result in increases or decreases in revenues with corresponding increases or decreases in net purchased gas cost expenses.

Legislation was passed in West Virginia authorizing a stand-alone cost recovery mechanism to recover specified costs and a return for infrastructure upgrades, replacements and expansions between general base rate cases. See Note 13 to the Consolidated Financial Statements for additional information.

Gas Regulation in North Carolina

PSNC is subject to regulation of rates and other aspects of its business by the North Carolina Commission. PSNC’s base rates are set in a general rate case based on thecost-of-service by rate class. Such rates are designed primarily based on a rate design methodology in which the majority of operating costs are recovered through volumetric charges.

PSNC has certain riders to its tariff that allow it to make periodic rate adjustment filings with the North Carolina Commission outside of a general rate case. PSNC’s purchased gas adjustment allows it to recover from customers all prudently incurred gas costs and certain related uncollectible expenses. The purchased gas adjustment provides for a benchmark cost of gas rate component and a fixed gas cost component, both of which may be periodically adjusted to reflect changes in the costs of purchased gas, including transportation costs. In addition, PSNC utilizes a customer usage tracker, a decoupling mechanism, which allows it to adjust rates semi-annually for residential and commercial customers based on average customer consumption. PSNC also utilizes an integrity management tracker, which provides for semi-annual rate adjustments to recover the incurred capital investment and associated costs of complying with federal standards for pipeline integrity and safety requirements that are not in current base rates. All of these riders utilize deferral accounting to track over- and under-collected costs for subsequent rate consideration.

In connection with the SCANA Combination, PSNC agreed not to file a general rate case with the North Carolina Commission with a requested rate effective date earlier than November 2021 other than for rate adjustments pursuant to the customer usage tracker, the integrity management tracker and the purchased gas adjustment.

See Note 3 to the Consolidated Financial Statements for additional information, which is incorporated herein by reference.

Gas Regulation in South Carolina

SCE&G is subject to regulation of rates and other aspects of its natural gas distribution service by the South Carolina Commission. SCE&G provides retail natural gas service to customers in areas in which it has received authorization from the South Carolina Commission and in municipalities in which it holds a franchise. SCE&G’s base rates can be adjusted annually, pursuant to the Natural Gas Rate Stabilization Act, for recovery of costs related to natural gas infrastructure. Base rates are set based on thecost-of-service by rate class approved by the South Carolina Commission in the latest general rate case. Base rates for SCE&G are designed primarily based on a rate design methodology in which the majority of operating costs are recovered through volumetric charges. SCE&G also utilizes a weather normalization adjustment to adjust its base rates during the winter billing

months for residential and commercial customers to mitigate the effects of unusually cold or warm weather.

In addition, SCE&G’s natural gas tariffs include a purchased gas adjustment that provides for the recovery of prudently incurred gas costs, including transportation costs. SCE&G is authorized to adjust its purchased gas rates monthly and makes routine filings with the South Carolina Commission to provide notification of changes in these rates. Costs that are under or over recovered are deferred as regulatory assets or liabilities, respectively, and considered in subsequent purchased gas adjustments. The purchased gas adjustment filings generally cover a prospective twelve-month period. Increases or decreases in purchased gas costs can result in corresponding changes in purchased gas adjustment rates and the revenue generated by those rates. The South Carolina Commission reviews SCE&G’s gas purchasing policies and practices, including its administration of the purchased gas adjustment, annually.

See Note 3 to the Consolidated Financial Statements for additional information, which is incorporated herein by reference.

Status of Competitive Retail Gas Services

The states of Ohio and West Virginia, in which Dominion Energy and Dominion Energy Gas have gas distribution operations, have considered legislation regarding a competitive deregulation of natural gas sales at the retail level.

Ohio—Since October 2000, East Ohio has offered the Energy Choice program, under which residential and commercial customers are encouraged to purchase gas directly from retail suppliers or through a community aggregation program. In October 2006, East Ohio restructured its commodity service by entering into gas purchase contracts with selected suppliers at a fixed price above the New York Mercantile Exchangemonth-end settlement and passing that gas cost to customers under the Standard Service Offer program. Starting in April 2009, East Ohio buys natural gas under the Standard Service Offer program only for customers not eligible to participate in the Energy Choice program and places Energy Choice-eligible customers in a direct retail relationship with selected suppliers, which is designated on the customers’ bills.

In January 2013, the Ohio Commission granted East Ohio’s motion to fully exit the merchant function for its nonresidential customers, beginning in April 2013, which requires those customers to choose a retail supplier or be assigned to one at a monthly variable rate set by the supplier. At December 31, 2016,2018, approximately 1.01.1 million of Dominion Energy Gas’ 1.2 million Ohio customers were participating in the Energy Choice program. Subject to the Ohio Commission’s approval, East Ohio may eventually exit the gas merchant function in Ohio entirely and have all customers select an alternate gas supplier. East Ohio continues to be the provider of last resort in the event of default by a supplier. Large industrial customers in Ohio also source their own natural gas supplies.

West Virginia—At this time, West Virginia has not enacted legislation allowing customers to choose providers in the retail

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natural gas markets served by Hope. However, the West Virginia Commission has issued regulations to govern pooling services, one of the tools that natural gas suppliers may utilize to provide retail customers a choice in the future and has issued rules requiring competitive gas service providers to be licensed in West Virginia.

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Federal Regulations

FEDERAL ENERGY REGULATORY COMMISSION

Electric

Under the Federal Power Act, FERC regulates wholesale sales and transmission of electricity in interstate commerce by public utilities. Virginia Power purchases and sells electricity in the PJM wholesale market and Dominion’ssells electricity to wholesale purchasers in Virginia and North Carolina. Dominion Energy’s merchant generators sell electricity in the PJM, MISO, CAISO andISO-NE wholesale markets, and to wholesale purchasers in the states of Virginia, North Carolina, Indiana, Connecticut, Tennessee, Georgia, California, South Carolina and Utah, under Dominion’sDominion Energy’s market-based sales tariffs authorized by FERC or pursuant to FERC authority to sell as a qualified facility. In addition, Virginia Power hasand SCE&G have FERC approval of a tariff to sell wholesale power at capped rates based on itstheir respective embedded cost of generation. This cost-based sales tariff could be used to sell to loads within or outside Virginia Power’sPower and SCE&G’s service territory.territories. Any such sales would be voluntary.

Dominion Energy and Virginia Power are subject to FERC’s Standards of Conduct that govern conduct between transmission function employees of interstate gas and electricity transmission providers and the marketing function employees of their affiliates. The rule defines the scope of transmission and marketing-related functions that are covered by the standards and is designed to prevent transmission providers from giving their affiliates undue preferences.

Dominion Energy and Virginia Power are also subject to FERC’s affiliate restrictions that (1) prohibit power sales between Virginia Powermerchant plants and Dominion’s merchantutility plants without first receiving FERC authorization, (2) require the merchant plants and Virginia Powerutility plants to conduct their wholesale power sales operations separately, and (3) prohibit Virginia Powerutilities from sharing market information with merchant plant operating personnel. The rules are designed to prohibit Virginia Powerutilities from giving the merchant plants a competitive advantage.

EPACT included provisions to create an ERO. The ERO is required to promulgate mandatory reliability standards governing the operation of the bulk power system in the U.S. FERC has certified NERC as the ERO and also issued an initial order approving many reliability standards that went into effect in 2007. Entities that violate standards will be subject to fines of up to $1$1.2 million per day, per violation and can also be assessednon-monetary penalties, depending upon the nature and severity of the violation.

Dominion Energy and Virginia Power plan and operate their facilities in compliance with approved NERC reliability requirements. Dominion Energy and Virginia Power employees participate on various NERC committees, track the development and implementation of standards, and maintain proper compliance registration with NERC’s regional organizations. Dominion Energy and Virginia Power anticipate incurring additional compliance expenditures over the next several years as a result of the implementation of new

cybersecurity programs. In addition, NERC has redefined critical assets which expanded the number of assets subject to NERC reliability standards, including cybersecurity assets. NERC continues to develop additional requirements specifically regarding supply chain standards and control centers

that impact the bulk electric system. While Dominion Energy and Virginia Power expect to incur additional compliance costs in connection with NERC requirements and initiatives, such expenses are not expected to significantly affect results of operations.

In April 2008, FERC granted an application for Virginia Power’s electric transmission operations to establish a forward-looking formula rate mechanism that updates transmission rates on an annual basis and approved an ROE of 11.4%, effective as of January 1, 2008. The formula rate is designed to recover the expected revenue requirement for each calendar year and is updated based on actual costs. The FERC-approved formula method, which is based on projected costs, allows Virginia Power to earn a current return on its growing investment in electric transmission infrastructure.

Gas

FERC regulates the transportation and sale for resale of natural gas in interstate commerce under the Natural Gas Act of 1938 and the Natural Gas Policy Act of 1978, as amended. Under the Natural Gas Act, FERC has authority over rates, terms and conditions of services performed by Dominion Energy Questar Pipeline, DTI, DCG,DETI, DECG, Iroquois and certain services performed by Cove Point. Pursuant to FERC’s February 2014 approval of DTI’s uncontested settlement offer, DTI’s base rates for storage and transportation services are subject to a moratorium through the end of 2016. The design, construction and operation of Cove Point’s LNG facility, including associated natural gas pipelines, the Liquefaction Project and the import and export of LNG are also regulated by FERC.

Dominion’sDominion Energy and Dominion Energy Gas’ interstate gas transmission and storage activities are conducted on an open access basis, in accordance with certificates, tariffs and service agreements on file with FERC and FERC regulations.

Dominion Energy and Dominion Energy Gas operate in compliance with FERC standards of conduct, which prohibit the sharing of certainnon-public transmission information or customer specific data by its interstate gas transmission and storage companies withnon-transmission function employees. Pursuant to these standards of conduct, Dominion Energy and Dominion Energy Gas also make certain informational postings available on Dominion’sDominion Energy’s website.

See Note 13 to the Consolidated Financial Statements for additional information.

Safety Regulations

Dominion Energy and Dominion Energy Gas are also subject to the Pipeline Safety Improvement Act of 2002 and the Pipeline Safety, Regulatory Certainty and Job Creation Act of 2011, which mandate inspections of interstate and intrastate natural gas transmission and storage pipelines, particularly those located in areas of high-density population. Dominion Energy and Dominion Energy Gas have evaluated their natural gas transmission and storage properties, as required by the U.S. Department of Transportation regulations under these Acts, and hashave implemented a program of identification, testing and potential remediation activities. These activities are ongoing.

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The Companies are subject to a number of federal and state laws and regulations, including Occupational Safety and Health Administration, and comparable state statutes, whose purpose is to protect the health and safety of workers. The Companies have an internal safety, health and security program designed to monitormon-

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itor and enforce compliance with worker safety requirements, which is routinely reviewed and considered for improvement. The Companies believe that they are in material compliance with all applicable laws and regulations related to worker health and safety. Notwithstanding these preventive measures, incidents may occur that are outside of the Companies’ control.

Environmental Regulations

Each of the Companies’ operating segments faces substantial laws, regulations and compliance costs with respect to environmental matters. In addition to imposing continuing compliance obligations, these laws and regulations authorize the imposition of substantial penalties for noncompliance, including fines, injunctive relief and other sanctions. The cost of complying with applicable environmental laws, regulations and rules is expected to be material to the Companies. If compliance expenditures and associated operating costs are not recoverable from customers through regulated rates (in regulated businesses) or market prices (in unregulated businesses), those costs could adversely affect future results of operations and cash flows. The Companies have applied for or obtained the necessary environmental permits for the construction and operation of their facilities. Many of these permits are subject to reissuance and continuing review. For a discussion of significant aspects of these matters, including current and planned capital expenditures relating to environmental compliance required to be discussed in this Item, seeEnvironmental MattersinFuture Issues and Other Matters in Item 7. MD&A, which information is incorporated herein by reference. Additional information can also be found in Item 3. Legal Proceedings and Note 22 to the Consolidated Financial Statements, which information is incorporated herein by reference.

AIR

The CAA is a comprehensive program utilizing a broad range of regulatory tools to protect and preserve the nation’s air quality. Regulated emissions include, but are not limited to, carbon, methane, VOC, other GHG,GHGs, mercury, other toxic metals, hydrogen chloride, NOx,NOX, SO2, and particulate matter. At a minimum, delegated states are required to establish regulatory programs to address all requirements of the CAA. However, states may choose to develop regulatory programs that are more restrictive. Many of the Companies’ facilities are subject to the CAA’s permitting and other requirements.

GLOBAL CLIMATE CHANGE

The national and international attention in recent years on GHG emissions and their relationship to climate change has resulted in federal, regional and state legislative and regulatory action in this area. See, for example, the discussion of the Clean Power Plan and the United Nation’s Paris Agreement inEnvironmental Matters inFuture Issues and OtherMatters in Item 7. MD&A.

The Companies support national climate change legislation that would provide a consistent, economy-wide approach to addressing this issue and are currently taking action to protect the

environment and address climate changereduce GHG emissions while meeting the growing needs of their service territory. Dominion’scustomers. Dominion Energy’s CEO and operating segment CEOs are responsible for compliance with the laws and regulations governing environmental matters, including climate change,GHG emissions, and Dominion’sDominion Energy’s Board of Directors receives periodic updates on these matters. SeeEnvironmental Strategybelow, Environmental Matters inFuture Issues and Other Mattersin Item 7. MD&A and Note 22 to the Consolidated Financial Statements for information on climate change legislation and regulation, which information is incorporated herein by reference.

WATER

The CWA is a comprehensive program requiring a broad range of regulatory tools including a permit program to authorize and regulate discharges to surface waters with strong enforcement mechanisms. The CWA and analogous state laws impose restrictions and strict controls regarding the dischargedischarges of effluent into surface waters and require permits to be obtained from the EPA or the analogous state agency to discharge into state waters or waters of the U.S.for those discharges. Containment berms and similar structures may be required to help prevent accidental releases. Dominion Energy must comply with applicable aspects of the CWA programsrequirements at its current and former operating facilities. Stormwater related to construction activities is also regulated under the CWA and by state and local stormwater management and erosion and sediment control laws. From time to time, Dominion’sDominion Energy’s projects and operations may impact tidal andnon-tidal wetlands. In these instances, Dominion Energy must obtain authorization from the appropriate federal, state and local agencies prior to impacting a subject wetland.wetlands. The authorizing agency may impose significant direct or indirect mitigation costs to compensate for such impacts to wetlands.

GWASASTEAND OCILHEMICAL WMELLSANAGEMENT

AllDominion Energy is subject to various federal and state laws and implementing regulations governing the management, storage, treatment, reuse and disposal of waste materials and hazardous substances, including the Resources Conservation and Recovery Act of 1976, CERCLA, the Emergency Planning and CommunityRight-to-Know Act of 1986 and the Toxic Substance Control Act of 1976. Dominion Energy’s operations and construction activities, including activities associated with oil and gas production and gas storage wells, generate waste. Across Dominion Energy, completion water is disposed at commercial disposal facilities. Produced water is either hauled for disposal, evaporated or injected into company and third-party owned underground injection wells. Wells drilled intight-gas-sand and shale reservoirs require hydraulic-fracture stimulation to achieve economic production rates and recoverable reserves. The majority of Wexpro’s current and future production and reserve potential is derived from reservoirs that require hydraulic-fracture stimulation to be commercially viable. Currently, all well construction activities, including hydraulic-fracture stimulation and management and disposal of hydraulic fracturing fluids, are regulated by federal and state agencies that review and approve all aspects ofgas- andoil-well design and operation. New environmental initiatives, proposed

PROTECTED SPECIES

The ESA and analogous state laws prohibit activities that can result in harm to specific species of plants and animals, as well as impacts to the habitat on which those species depend. In addition to ESA programs, the MBTA and BGEPA establish broader prohibitions on harm to protected birds. Many of the Companies’ facilities are subject to requirements of the ESA, MBTA and BGEPA. The ESA and BGEPA require potentially lengthy coordination with the state and federal agencies to ensure potentially affected species are protected. Ultimately, the suite of species protections may restrict company activities to certain times of year, project modifications may be necessary to avoid harm, or a permit may be needed for unavoidable taking of the species. The authorizing agency may impose mitigation requirements and state legislation,costs

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to compensate for harm of a protected species or habitat loss. These requirements and rule-making pertaining to hydraulic fracture stimulation could increase Wexpro’s costs, restrict its access to natural gas reservestime of year restrictions can result in adverse impacts on project plans and impose additional permitting and reporting requirements. These potential restrictions onschedules such that the use of hydraulic-fracture stimulation couldCompanies’ businesses may be materially affect Dominion’s ability to develop gas and oil reserves.affected.

OTHER REGULATIONS

Other significant environmental regulations to which the Companies are subject include the CERCLA (providing for immediate response and removal actions, and contamination clean up, in the event of releases of hazardous substances into the environment), the Endangered Species Act (prohibiting activities that can result in harm to specific species of plants and animals), and federal and state laws protecting graves, sacred sites, historic sites and cultural resources, including those of Native American populations.Indian tribal nations and tribal communities. These regulations can result in compliance and mitigation costs andas well as potential adverse effects

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on project plans and schedules such that the Companies’ businesses may be materially affected.

Nuclear Regulatory Commission

All aspects of the operation and maintenance of Dominion’sDominion Energy and Virginia Power’s nuclear power stations are regulated by the NRC. Operating licenses issued by the NRC are subject to revocation, suspension or modification, and the operation of a nuclear unit may be suspended if the NRC determines that the public interest, health or safety so requires.

From time to time, the NRC adopts new requirements for the operation and maintenance of nuclear facilities. In many cases, these new regulations require changes in the design, operation and maintenance of existing nuclear facilities. If the NRC adopts such requirements in the future, it could result in substantial increases in the cost of operating and maintaining Dominion’sDominion Energy and Virginia Power’s nuclear generating units. See Note 22 to the Consolidated Financial Statements for further information.

The NRC also requires Dominion Energy and Virginia Power to decontaminate their nuclear facilities once operations cease. This process is referred to as decommissioning, and Dominion Energy and Virginia Power are required by the NRC to be financially prepared. For information on decommissioning trusts, seeDominionPower Generation-Nuclear Decommissioning andSoutheast Energy-Nuclear Decommissioningabove and NoteNotes 3 and 9 to the Consolidated Financial Statements. See NoteNotes 3 and 22 to the Consolidated Financial Statements for information on spent nuclear fuel.

 

 

ENVIRONMENTAL STRATEGY

Environmental stewardshipThe Companies’ environmental strategy is embeddeda component of the overall long-term strategic planning overseen by the CEO and Board of Directors, including oversight by the sustainability and corporate responsibility board committee which was formed in the Companies’ culture and core values and is the responsibility of all employees. They are committed to working with their stakeholders and the communities in which the Companies operate to find sustainable solutions to the energy and environmental challenges that confront the Companies and the U.S.2018. The Companies are committed to continuing to be an industry leader, delivering safe, reliable, clean and affordable energy while protectingfully complying with all applicable environmental laws and regulations. Additionally, the environmentCompanies seek to build partnerships and strengtheningengage with local communities, stakeholders and customers on environmental issues important to them, including environmental justice considerations such as fair treatment, inclusive involvement and effective communication. The Companies believe in being transparent about their environmental commitments, policies, including the communities they serve.Environmental Justice Policy adopted in 2018, and initiatives which have been

disclosed in reports included on Dominion Energy’s website. The Companies are dedicated to meeting their customers’ growing energy needs with innovative, sustainable solutions. It is the Companies’ belief that sustainable solutions mustshould strive to balance the interdependent goals of environmental stewardship and economic prosperity. Theireffects. The integrated strategy to meet this objectivethese objectives consists of fourthree major elements:

Compliance with applicable environmental laws, regulationsReduction of GHG emissions;
Energy infrastructure modernization, including natural gas and rules;electric operations; and
Conservation and load management;energy efficiency.
Renewable

Reduction of GHG Emissions

The Companies’ integrated strategy has resulted in a reduction in GHG emission intensity. Over the past two decades, the Companies have made changes to the generation development;mix and

Improvements in other energy infrastructure, including to natural gas operations.

operations which have significantly improved environmental performance. For example, Power Generation has reduced both its carbon emissions and its carbon intensity while generating electricity with an increasingly clean portfolio. From 2000 through 2017, Dominion Energy’s carbon intensity decreased by 50%. This strategy incorporateshas also resulted in measurable reductions of other air pollutants such as NOX, SO2 and mercury and also reduced the Companies’ efforts to voluntarily reduce GHG emissions, which are described below. amount of coal ash generated and the amount of water withdrawn. The principal components of the strategy include initiatives that address electric energy production and delivery, natural gas storage, transmission and delivery and energy management.

SeeDominion Generation-PropertiesOperating Segmentsand Dominion Energy-Propertiesfor more information on certain of the projects described below.above.

Conservation and Load Management

Conservation and load management play a significant role in meeting the growing demand for electricity. The Regulation Act

provides incentives for energy conservation through the implementation of conservation programs. Additional legislation in 2009 added definitions of peak-shaving and energy efficiency programs, and allowed for a margin on operating expenses and recovery of revenue reductions related to energy efficiency programs.

Virginia Power’s DSM programs, implemented with Virginia Commission and North Carolina Commission approval, provide important incremental steps in assisting customers to reduce energy consumption through programs that include energy audits and incentives for customers to upgrade or install certain energy efficient measures and/or systems. The DSM programs began in Virginia in 2010 and in North Carolina in 2011. Currently, there are residential andnon-residential DSM programs active in the two states. Virginia Power continues to evaluate opportunities to redesign current DSM programs and develop new DSM initiatives in Virginia and North Carolina.

In Ohio, East Ohio offers three DSM programs, approved by the Ohio Commission, designed to help customers reduce their energy consumption.

Questar Gas offers an energy-efficiency program, approved by the Utah and Wyoming Commissions, designed to help customers reduce their energy consumption.

Virginia Power continues to upgrade meters throughout Virginia to AMI, also referred to as smart meters. The AMI meter upgrades are part of an ongoing demonstration effort to help Virginia Power further evaluate the effectiveness of AMI meters in monitoring voltage stability, remotely turn off and on electric service, increase detection and reporting capabilities with respect to power outages and restorations, obtain remote daily meter readings and offer dynamic rates.

Renewable GenerationCLEANER GENERATION

Renewable energy is also an important component of a diverse and reliable energy mix. Bothmix that helps to mitigate the environmental aspects of energy production. Dominion Energy has nearly 2,600 MW of solar generating capacity in operation or under development in nine states, including offtake agreements for Virginia Power’s utility customers. Virginia, North Carolina and NorthSouth Carolina have passed legislation setting targets for renewable power. Dominion Energy continues to add utility-scale solar capacity and is committed to meeting Virginia’s goals of 12% of base year electric energy sales from renewable power sources by 2022, and 15% by 2025, and North Carolina’s Renewable Portfolio Standard of 12.5% by 2021 and continuesSouth Carolina’s goal of 2% of aggregate generation capacity from renewable power sources by 2021. Backed by a $1 billion investment from 2018 through 2020, Dominion Energy has grown its solar fleet in Virginia and North Carolina to add utility-scale solar capacityabout 1,700 MW in Virginia.service, in construction or under development.

SeeOperating Segments and Item 2. Properties for additional information, including Dominion’sDominion Energy’s merchant solar properties.

Improvements in Other Energy Infrastructure

Dominion’s existing five-year investment plan includes significant capital expenditures to upgrade or add new electric transmission and distribution lines, substations and other facilities to meet growing electricity demand within its service territory, maintain reliability and address environmental requirements. These enhancements are primarily aimed at meeting Dominion’s continued goal of providing reliable service, and are intended to address both continued population growth and increases in electricity consumption by the typical consumer. An additional benefit will be added capacity to efficiently deliver electricity from the renewable projects now being developed or to be developed in the future. SeeProperties in Item 1. Business,Operating Segments, DVP for additional information.

Dominion and Dominion Gas, in connection with their existing five-year investment plans, are also pursuing the construction

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or upgrade of regulated infrastructure in their natural gas businesses. SeeProperties and Investments in Item 1. Business,Operating Segments,Dominion Energyfor additional information, including natural gas infrastructure projects.

The Companies’ GHG Management StrategyEMISSIONS

The Companies have not established a standalone GHG emissions reduction target or timetable, but they are actively engaged in GHG emission reduction efforts. The Companies have an integrated strategy for reducing GHG emission intensity with diversification and lower carbon intensity as its cornerstone. The principal components of the strategy include initiatives that address electric energy management, electric energy production, electric energy delivery and natural gas storage, transmission and delivery, as follows:

Enhance conservation and energy efficiency programs to help customers use energy wisely and reduce environmental impacts;
Expand the Companies’ renewable energy portfolio, principally solar, wind power, fuel cells and biomass, to help diversify the Companies’ fleet, meet state renewable energy targets and lower the carbon footprint;
Evaluate other new generating capacity, including low emissionsnatural-gas fired and emissions-free nuclear units to meet customers’ future electricity needs;
Construct new electric transmission infrastructure to modernize the grid, promote economic security and help deliver more green energy to population centers where it is needed most;
Construct new natural gas infrastructure to expand availability of this cleaner fuel, to reduce emissions, and to promote energy and economic security both in the U.S. and abroad;
Implement and enhance voluntary methane mitigation measures through the EPA’s Natural Gas Star and Methane Challenge programs; and
As part of their commitment to compliance with such environmental laws, Dominion and Virginia Power have sold or closed a number of coal-fired generation units over the past several years, and may close additional units in the future.

Since 2000, Dominion Energy and Virginia Power have tracked the emissions of their electric generation fleet, which employs a mix of fuel and renewable energy sources. Comparing annual year 20152017 to annual year 2000, the entire electric generating fleet (based

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(based on ownership percentage) reduced its average CO2 emissions rate per MWh of energy produced from electric generation by approximately 43%50%. Comparing annual year 20152017 to annual year 2000, the regulated electric generating fleet (based on ownership percentage) reduced its average CO2 emissions rate per MWh of energy produced from electric generation by approximately 23%35%. Dominion Energy and Virginia Power doPower’s 2018 emissions data is not yet have final 2016 emissions data.available.

Dominion Energy also develops a comprehensive GHG inventory annually. For Power Generation, Dominion Generation, Dominion’sEnergy and Virginia Power’s direct CO2 equivalent emissions based(based on ownership percentage,percentage) were 34.330.1 million metric tons and 30.926.4 million metric tons, respectively, in 2015,2017, compared to 33.637.2 million metric tons and 30.133.1 million metric tons, respectively, in 2014. 2016. The corresponding Power Generation carbon intensity rates for Dominion Energy were 0.295 metric tons CO2 equivalent emissions per net MWh in 2017 and 0.339 metric tons CO2 equivalent emissions per net MWh in 2016.

For the DVP operating segment’sPower Delivery’s regulated electric transmission and distribution operations, direct CO2 equivalent emissions for 20152017 were 53,81937,841 metric tons, compared to 75,67142,847 metric tons in 2014. For 2015,2016.

DTI’sDominion Energy’s natural gas companies have been reporting GHG emissions to the EPA since 2011 under the GHG Reporting Program. In January 2016, the GHG Reporting Program was expanded to also include GHG inputs and emissions associated with natural gas gathering and boosting sources and transmission pipeline blowdowns for facilities that exceed 25,000 metric tons per year of CO2 equivalent emissions. The sources within these new facilities were not previously covered under the rule and the first reports for these new sources were submitted to the EPA on March 31, 2017.

Hope and East Ohio’s direct CO2 equivalent emissions together increased to 0.88 million metric tons in 2017 from 0.86 in 2016. DETI and Cove Point’s direct CO2 equivalent emissions together were 1.01.6 million metric tons decreasingin 2017, increasing from 1.3 million metric tons in 2014, and Hope’s and East Ohio’s direct CO2 equivalent emissions together remained unchanged since 2014 at 0.9 million metric tons. 2016, attributable to increased operational activity related to new construction.

The Companies’ GHG inventory follows all methodologies specified in the EPA Mandatory Greenhouse Gas Reporting Rule, 40 Code of Federal Regulations Part 98 for calculating emissions. Total CO2 equivalent emissions reported for our natural gas assets, as estimated in Dominion Energy’s corporate inventory, were 3.51 million metric tons in 2017. This estimate includes emissions reported under the GHG Reporting Program, as well as other emissions not required to be reported under the federal program. The 2017 corporate GHG inventory emission estimate includes Dominion Energy Questar Pipeline, Questar Gas and Wexpro for the entire calendar year. Dominion Energy’s 2017 methane emissions reported under Subpart W of the Greenhouse Gas Reporting Rule are as follows:

Subpart W Segment

Subpart W
Total CH4
Emissions

(mcf CH4)

Distribution

1,668,183

Production

762,788

Transmission pipelines

396,720

Transmission compressor stations

147,565

Gathering and boosting

144,188

Storage

53,748

LNG import/export

6,444

Processing

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Energy Infrastructure Modernization

Dominion Energy’s investment plan from 2019 through 2023 includes a focus on upgrading the electric grid in Virginia through investments in additional renewable generation facilities, smart meters, customer information platform, intelligent grid devices and associated control systems, physical and cyber security investments, strategic undergrounding and energy conservation programs. Dominion Energy also plans to upgrade its gas and electric transmission and distribution networks and meet environmental requirements and standards set by various regulatory bodies. These enhancements are primarily aimed at meeting Dominion Energy’s continued goal of providing reliable service and to address increases in electricity consumption. An additional benefit will be added capacity to efficiently deliver electricity from the renewable projects now being developed, or to be developed in the future, to meet our customers’ preference for cleaner energy. SeeOperating Segments for additional information.

The Companies have also implemented infrastructure improvements and improved operational practices to reduce the GHG emissions from our natural gas facilities. Dominion Energy and Dominion Energy Gas, in connection with the investment plan, are also pursuing the construction or upgrade of regulated infrastructure in their natural gas businesses. The Companies have made voluntary commitments as part of the EPA Methane Challenge Program to continue to reduce methane emissions as part of these improvements. SeeOperating Segments for additional information, including natural gas infrastructure projects.

Conservation and Energy Efficiency

Conservation and load management play a significant role in meeting the growing demand for electricity and natural gas, while also helping to reduce the environmental footprint of our customers. The Companies offer various energy efficiency programs in Virginia,

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North Carolina, Ohio, South Carolina, Utah and Wyoming designed to reduce energy consumption including programs such as:

Energy audits and assessments;
Incentives for customers to upgrade or install certain energy efficient measures and/or systems;
Weatherization assistance to help income-eligible customers reduce their energy usage;
Home energy planning, which provides homeowners with astep-by-step roadmap to efficiency improvements to reduce gas usage; and
Rebates for installing high-efficiency equipment.

 

 

CYBERSECURITY

In an effort to reduce the likelihood and severity of cyber intrusions, the Companies have a comprehensive cybersecurity program designed to protect and preserve the confidentiality, integrity and availability of data and systems. In November 2018, Dominion Energy appointed a Chief Security Officer who is responsible for the further development and implementation of corporate security policies and procedures that protect cyber assets. In addition, the Companies are subject to mandatory cybersecurity regulatory requirements, including those enacted in December 2018 by FERC with compliance requirements effective in 2020, interface regularly with a wide range of external organizations and participate in classified briefings to maintain an awareness of current cybersecurity threats and vulnerabilities. The Companies’ current security posture and regulatory compliance efforts are intended to address the evolving and changing cyber threats. See Item 1A. Risk Factors for additional information.

 

 

Item 1A. Risk Factors

The Companies’ businesses are influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond their control. A number of these factors have been identified below. For other factors that may cause actual results to differ materially from those indicated in any forward-looking statement or projection contained in this report, see Forward-Looking Statements in Item 7. MD&A.

The Companies’ results of operations can be affected by changes in the weather.Fluctuations in weather can affect demand for the Companies’ services. For example, milder than normal weather can reduce demand for electricity and gas transmission and distribution services. In addition, severe weather, including hurricanes, winter storms, earthquakes, floods and other natural disasters can stress systems, disrupt operation of the Companies’ facilities and cause service outages, production delays and property damage that require incurring additional expenses. Changes in weather conditions can result in reduced water levels or changes in water temperatures that could adversely affect operations at some of the Companies’ power stations. Furthermore, the Companies’ operations could be adversely affected and their physical plant placed at greater risk of damage should changes in global climate produce, among other possible conditions, unusual variations in temperature and weather patterns, resulting in more intense, frequent and extreme weather events, abnormal levels of precipitation and, for operations located on or near coastlines, a change in sea level or sea temperatures.

The rates of Dominion’sDominionEnergy and Dominion Gas’Energy Gas gas transmission and distribution operations and Dominion Energy and Virginia Power’sPowers electric transmission, distribution and generation operations are subject to regulatory review.Revenue provided by Dominion Energy and Virginia Power’s electric transmission, distribution and generation operations and Dominion’sDominion Energy and Dominion Energy Gas’ gas transmission and

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distribution operations is based primarily on rates approved by state and federal regulatory agencies. However, certain large scale customers are able to enter into negotiated-rate contracts rather than paycost-of-service rates which are subject to regulatory review. The profitability of these businesses is dependent on their ability, through the rates that they are permitted to charge, to recover costs and earn a reasonable rate of return on their capital investment.

Dominion Energy and Virginia Power’s wholesale rates for electric transmission service are updated on an annual basis through operation of a FERC-approved formula rate mechanism. Through this mechanism, Dominion Energy and Virginia Power’s wholesale rates for electric transmission reflect the estimatedcost-of-service for each calendar year. The difference in the estimatedcost-of-service and actualcost-of-service for each calendar year is included as an adjustment to the wholesale rates for electric transmission service in a subsequent calendar year. These wholesale rates are subject to FERC review and prospective adjustment in the event that customers and/or interested state commissions file a complaint with FERC and are able to demonstrate that Dominion Energy or Virginia Power’s wholesale revenue requirement is no longer just and reasonable. They are also subject to retroactive corrections to the extent that the formula rate was not properly populated with the actual costs.

Similarly, various rates and charges assessed by Dominion’sDominion Energy and Dominion Energy Gas’ gas transmission businesses are subject to review by FERC. In addition, the rates of Dominion’sDominion Energy and Dominion Energy Gas’ gas distribution businesses are subject to state regulatory review in the jurisdictions in which they operate. A failure by usDominion Energy or Dominion Energy Gas to support these rates could result in rate decreases from current rate levels, which could adversely affect ourDominion Energy and Dominion Energy Gas’ results of operations, cash flows and financial condition.

Virginia Power’s base rates, terms and conditions for generation and distribution services to customers in Virginia are reviewed by the Virginia Commission on a biennial basis in a proceeding that involves the determination of Virginia Power’s actual earned ROE during a combinedtwo-year historic test period, and the determination of Virginia Power’s authorized ROE prospectively. Under certain circumstances described in the Regulation Act, Virginia Power may be required to share a portion of its earnings with customers through a refund process.

Legislation signed by the Virginia Governor in February 2015 suspends biennial reviews for the five successive12-month test periods beginning January 1, 2015Dominion Energy and ending December 31, 2019, and no changes will be made to Virginia Power’s existing base rates until at least December 1, 2022. During this period, Virginia Power bears the risk of any severe weather events and natural disasters, the risk of asset impairments related to the early retirement of any generation facilities due to the implementation of the Clean Power Plan regulations, as well as an increase in general operating and financing costs, and Virginia Power may not recover its associated costs through increases to base rates. If Virginia Power incurs any such significant additional expenses during this period, Virginia Power may not be able to recover its costs and/or earn a reasonable return on capital investment, which could negatively affect Virginia Power’s future earnings.

Virginia Power’s retail electric base rates for bundled generation, transmission, and distribution services to customers in South Carolina and North Carolina, respectively, are regulated on acost-of-service/rate-of-return basis subject to South Carolina and North Carolina statutes, and the rules and procedures of the South Carolina and North Carolina Commission.Commissions. If retail electric earnings exceed the returns established by the South Carolina Commission and the North Carolina Commission, retail electric rates may be subject to review and

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possible reduction by the South Carolina Commission and the North Carolina Commission, which

may decrease Dominion Energy and Virginia Power’s future earnings.earnings, respectively. Additionally, if the South Carolina and the North Carolina Commission doesdo not allow recovery through base rates, on a timely basis, of costs incurred in providing service, Dominion Energy and Virginia Power’s future earnings could be negatively impacted.

Governmental officials, stakeholders and advocacy groups may challenge these regulatory reviews. Such challenges may lengthen the time, complexity and costs associated with such regulatory reviews.

The Companies are subject to complex governmental regulation, including tax regulation, that could adversely affect theirresults of operations and subject the Companies to monetary penalties.The Companies’ operations are subject to extensive federal, state and local regulation and require numerous permits, approvals and certificates from various governmental agencies. Such laws and regulations govern the terms and conditions of the services we offer, our relationships with affiliates, protection of our critical electric infrastructure assets and pipeline safety, among other matters. These operations are also subject to legislation governing taxation at the federal, state and local level. They must also comply with environmental legislation and associated regulations. Management believes that the necessary approvals have been obtained for existing operations and that the business is conducted in accordance with applicable laws. The Companies’ businesses are subject to regulatory regimes which could result in substantial monetary penalties if any of the Companies is found not to be in compliance, including mandatory reliability standards and interaction in the wholesale markets. New laws or regulations, the revision or reinterpretation of existing laws or regulations, changes in enforcement practices of regulators, or penalties imposed fornon-compliance with existing laws or regulations may result in substantial additional expense. Recent legislative and regulatory changes that are impacting the Companies include the 2017 Tax Reform Act and tariffs imposed on imported solar panels by the U.S. government in 2018.

Dominion’sThe 2017 Tax Reform Act could have a material impact on our operations, cash flows, and financial results.Reductions in the estimated annualcost-of-service effect (commonly referred to as thegross-up factor) due to the reduction in the corporate income tax rates to 21% under the provisions of the 2017 Tax Reform Act have been recognized as a regulatory liability and are expected to be refunded to customers, generally through reductions in future rates or in the form of credits to customer bills. In addition, the Companies’ regulators may require the reduction in accumulated deferred income tax balances under the provisions of the 2017 Tax Reform Act to be shared with customers, generally through reductions in future rates or in the form of credits to customer bills. The 2017 Tax Reform Act includes provisions that stipulate how these excess deferred taxes may be passed back to customers for certain accelerated tax depreciation benefits. Potential reductions in future rates attributable to other,non-plant related excess deferred taxes may be determined by our regulators.

The 2017 Tax Reform Act could have a material impact on Dominion Energy and Dominion Energy Gas’ FERC-regulated gas operations including rates charged to customers.In light of the reduction in the income tax rate in the 2017 Tax Reform Act, our FERC-regulated gas subsidiaries were required to file

informational reports to substantiate the rates charged for transportation and storage of natural gas in interstate commerce, when viewed holistically, are “just and reasonable” taking into account the effects of the 2017 Tax Reform Act and all other drivers. It is unclear if FERC will mandate aone-time rate reset or Section 5 rate case for Dominion Energy and Dominion Energy Gas’ FERC-regulated gas subsidiaries; however, any such action could have a material impact on our operations, cash flows and financial results.

The interpretation of provisions of the 2017 Tax Reform Act that take effect in 2019 may significantly impact our operations.The 2017 Tax Reform Act contains provisions that limit the deductibility of interest expense. The provisions generally limit the interest deduction on business interest to (1) business interest income, plus (2) 30 percent of the taxpayer’s adjusted taxable income. Business interest and business interest income is defined as that allocable to a trade or business and not investment interest and income. Dominion Energy is a consolidated group with both regulated and nonregulated lines of businesses. In November 2018, the U.S. Department of Treasury issued proposed regulations defining interest as any amounts associated with the time value of money or use of funds. These proposed regulations provide guidance for purposes of the exception to the interest limitation for regulated public utilities, the application of the interest limitation to consolidated groups, such as Dominion Energy, and the interest limitation with respect to partnerships and partners in those partnerships. It is unclear when that guidance may be finalized, or whether that guidance could result in a disallowance of a portion of our interest deductions in the future.

Dominion Energy and Virginia Power’s generation business may be negatively affected by possible FERC actions that couldchange market design in the wholesale markets or affect pricingrules or revenue calculations in the RTO markets.Dominion’sDominion Energy and Virginia Power’s generation stations operating in RTO markets sell capacity, energy and ancillary services into wholesale electricity markets regulated by FERC. The wholesale markets allow these generation stations to take advantage of market price opportunities, but also expose them to market risk. Properly functioning competitive wholesale markets depend upon FERC’s continuation of clearly identified market rules. From time to time FERC may investigate and authorize RTOs to make changes in market design. FERC also periodically reviews Dominion’sDominion Energy’s authority to sell at market-based rates. Material changes by FERC to the design of the wholesale markets or its interpretation of market rules, Dominion’sDominion Energy or Virginia Power’s authority to sell power at market-based rates, or changes to pricing rules or rules involving revenue calculations, could adversely impact the future results of Dominion’sDominion Energy or Virginia Power’s generation business. For example, in July 2015,June 2018, FERC approved changes toissued an order on PJM’s Reliability Pricing ModelMinimum Offer Price Rule proposals finding the PJM tariff unjust and unreasonable because stateout-of-market support for resources is suppressing PJM capacity prices and the current tariff provisions do not adequately address the price suppression. FERC is evaluating an alternative that would pull any state supported resource out of the capacity market establishing a new Capacity Performance Resource product. This product offers the potential for higher capacity prices but can also impose significant economic penalties on generator owners such as Virginia Power for failure to perform during periods when electricity is in high demand.along with an equivalent amount of load. In addition, there have been changes to the interpretation and application of FERC’s market manipulation rules. A failure to comply with these rules could lead to civil and criminal penalties.

 

 

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The Companies’Companies infrastructure build and expansion plans often require regulatory approval, including environmental permits, before commencing construction can commence.and completing projects. The Companies may not complete facility construction, pipeline, conversion or other infrastructure projects that they commence, or they may complete projects on materially different terms or timing than initially anticipated, and theymay notbe able to achieve the intended benefits of any such project, if completed.Several facility construction, pipeline, electric transmission line, expansion, conversion and other infrastructure projects have been announced and additional projects may be considered in the future. The Companies compete for projects with companies of varying size and financial capabilities, including some that may have competitive advantages. Commencing construction on announced and future projects may require approvals from applicable state and federal agencies, and such approvals could include mitigation costs which may be material to the Companies. Projects may not be able to be completed on time as a result of weather conditions, delays in obtaining or failure to obtain regulatory approvals, delays in obtaining key materials, labor difficulties, difficulties with partners or potential partners, a decline in the credit strength of counterparties or vendors, or other factors beyond the Companies’ control. For example, Atlantic Coast Pipeline has experienced certain delays in obtaining permits necessary for construction along with construction delays due to judicial actions which has impacted the cost and schedule for the Atlantic Coast Pipeline Project. Even if facility construction, pipeline, expansion, electric transmission line, conversion and other infrastructure projects are completed, the total costs of the projects may be higher than anticipated and the performance of the business of the Companies following completion of the projects may not meet expectations.Start-up and operational issues can arise in connection with the commencement of commercial operations at our facilities, including but not limited to commencement of commercial operations at our power generation facilities following expansions and fuel type conversions to natural gas and biomass.facilities. Such issues may include failure to meet specific operating parameters, which may require adjustments to meet or amend these operating parameters. Additionally, the Companies may not be able to timely and effectively integrate the projects into their operations and such integration may result in unforeseen operating difficulties or unanticipated costs. Further, regulators may disallow recovery of some of the costs of a project if they are deemed not to be prudently incurred. Any of these or other factors could adversely affect the Companies’ ability to realize the anticipated benefits from the facility construction, pipeline, electric transmission line, expansion, conversion and other infrastructure projects.

The development, construction and constructioncommissioning of several large-scale infrastructure projects simultaneously involves significant execution risk.The Companies are currently simultaneously developing, constructing or constructingcommissioning several major projects, including the Liquefaction Project, the Atlantic Coast Pipeline Project, the Supply Header project Greensville County and multiple DTI projects, which together help contribute to the over $24 billion in capital expenditures planned by the Companies through 2021.Coastal Virginia Offshore Wind project. Several of the Companies’ key projects are increasingly large-scale, complex and being constructed in constrained geographic areas (for example, the Liquefaction Project) or in difficult terrain, (forfor example, the Atlantic Coast Pipeline Project).Project. The advancement of the Companies’ ventures is also affected by the interventions, litigation or other activities of stakeholder and advocacy groups, some of which oppose naturalgas-related and energy infrastructure projects. For example, certain landowners and stake-

holderstakeholder groups oppose the Atlantic Coast Pipeline

Project, which could impede construction activities or the acquisition ofrights-of-way and other land rights on a timely basis or on acceptable terms. Given that these projects provide the foundation for the Companies’ strategic growth plan, if the Companies are unable to obtain or maintain the required approvals, develop the necessary technical expertise, allocate and coordinate sufficient resources, adhere to budgets and timelines, effectively handle public outreach efforts, or otherwise fail to successfully execute the projects, there could be an adverse impact to the Companies’ financial position, results of operations and cash flows. For example, while Dominion has received the required approvals to commence construction of the Liquefaction Project from the DOE, all DOE export licenses are subject to review and possible withdrawal should the DOE conclude that such export authorization is no longer in the public interest. Failure to comply with regulatory approval conditions or an adverse ruling in any future litigation could adversely affect the Companies’ ability to execute their business plan.

The Companies are dependent on their contractors for the successful and timely completion of large-scale infrastructure projects. The construction of such projects is expected to take several years, is typically confined within a limited geographic area or difficult terrain and could be subject to delays, cost overruns, labor disputes and other factors that could cause the total cost of the project to exceed the anticipated amount and adversely affect the Companies’ financial performance and/or impair the Companies’ ability to execute the business plan for the project as scheduled.

Further, an inability to obtain financing or otherwise provide liquidity for the projects on acceptable terms could negatively affect the Companies’ financial condition, cash flows, the projects’ anticipated financial results and/or impair the Companies’ ability to execute the business plan for the projects as scheduled.

Any additional federal and/or state requirements imposed on energy companies mandating limitations on GHG emissions or requiring efficiency improvements may result in compliancecosts that alone or in combination could make some of the Companies’ electric generation units or natural gas facilities uneconomical to maintain or operate.The Clean Power Plan is targeted at reducing CO2 emissions from existing fossil fuel-fired power generation facilities.

Compliance with the Clean Power Plan may require increasing the energy efficiency of equipment at facilities, committing significant capital toward carbon reduction programs, purchase of allowances and/or emission rate credits, fuel switching, and/or retirement of high-emitting generation facilities and potential replacement with lower emitting generation facilities. The Clean Power Plan uses a set of measures for reducing emissions from existing sources that includes efficiency improvements at coal plants, displacing coal-fired generation with increased utilization of natural gas combined cycle units, and expanding renewable resources. Compliance with the Clean Power Plan’s anticipated implementing regulations may require Virginia Power to prematurely retire certain generating facilities, with the potential lack or delay of cost recovery and higher electric rates, which could affect consumer demand. The cost of compliance with the Clean Power Plan is subject to significant uncertainties due to the outcome of several interrelated assumptions and variables, including timing of the implementation of rules, required levels of reduc-

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tions, allocation requirements of the new rules, the maturation and commercialization of carbon controls and/or reduction programs, and the selected compliance alternatives. Dominion and Virginia Power cannot estimate the aggregate effect of such requirements on their results of operations, financial condition or their customers. However, such expenditures, if material, could make Dominion’s and Virginia Power’s generation facilities uneconomical to operate, result in the impairment of assets, or otherwise adversely affect Dominion’s or Virginia Power’s results of operations, financial performance or liquidity.

There are also potential impacts on Dominion’s and Dominion Gas’ natural gas businesses as federal or state GHG regulations may require GHG emission reductions from the natural gas sector which, in addition to resulting in increased costs, could affect demand for natural gas. Additionally, GHG requirements could result in increased demand for energy conservation and renewable products, which could impact the natural gas businesses.

The Companies’ operations and construction activities are subject to a number of environmental laws and regulations which impose significant compliance costs to the Companies.The Companies’ operations and construction activities are subject to extensive federal, state and local environmental statutes, rules and regulations relating to air quality, water quality, waste management, natural resources, and health and safety. Compliance with these legal requirements requires the Companies to commit significant capital toward permitting, emission fees, environmental monitoring, installation and operation of environmental control equipment and purchase of allowances and/or offsets. Additionally, the Companies could be responsible for expenses relating to remediation and containment obligations, including at sites where they have been identified by a regulatory agency as a potentially responsible party. Expenditures relating to environmental compliance have been significant in the past, and the Companies expect that they will remain significant in the future. Certain facilities have become uneconomical to operate and have been shut down, converted to new fuel types or sold. These types of events could occur again in the future.

We expect that existing environmental laws and regulations may be revised and/or new laws may be adopted or become applicable, including regulation of GHG emissions which could have an impact on the Companies’ business. Risks relating to expected regulation of GHG emissions from existing fossil fuel-fired electric generating units are discussed above.below. In addition, further regulation of air quality and GHG emissions under the CAA will behave been imposed on the natural gas sector, including rules to limit methane leakage. The Companies are also subject to recently finalized federal water and waste regulations, including regulations concerning cooling water intake structures, coal combustionby-product handling and disposal

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practices, wastewater discharges from steam electric generating stations, management and disposal of hydraulic fracturing fluids and the potential further regulation of polychlorinated biphenyls.

Compliance costs cannot be estimated with certainty due to the inability to predict the requirements and timing of implementation of any new environmental rules or regulations. Other factors which affect the ability to predict future environmental expenditures with certainty include the difficulty in estimatingclean-up costs and quantifying liabilities under environmental laws that impose joint and several liabilityliabilities on all responsible parties. However, such expenditures, if material, could make the Companies’ facilities uneconomical to operate, result in

the impairment of assets, or otherwise adversely affect the Companies’ results of operations, financial performance or liquidity.

Any additional federal and/or state requirements imposed on energy companies mandating limitations on GHG emissions orrequiring efficiency improvements may result in compliance costs that alone or in combination could make some of the Companies electric generation units or natural gas facilities uneconomical to maintain or operate.The EPA has proposed the Affordable Clean Energy rule targeted at reducing CO2 emissions from existing fossil fuel-fired power generation facilities as a replacement for the Clean Power Plan which has been stayed. The Affordable Clean Energy rule would require states to develop plans within three years of the final rule to implement these performance standards. States are also contemplating regulations regarding GHG emissions. For example, the Virginia General Assembly recently considered legislation which would authorize the state to directly join the RGGI program as a full participant. Compliance with the proposed Affordable Clean Energy rule or other federal or state carbon regulations is expected to require increasing the energy efficiency of equipment at facilities, committing significant capital toward carbon reduction programs, purchase of allowances and/or emission rate credits, fuel switching, and/or retirement of high-emitting generation facilities and potential replacement with lower-emitting generation facilities. Given these developments and uncertainties, Dominion Energy and Virginia Power iscannot estimate the aggregate effect of such requirements on their results of operations, financial condition or their customers. However, such expenditures, if material, could make Dominion Energy and Virginia Power’s generation facilities uneconomical to operate, result in the impairment of assets, or otherwise adversely affect Dominion Energy or Virginia Power’s results of operations, financial performance or liquidity.

There are also potential impacts on Dominion Energy and Dominion Energy Gas’ natural gas businesses as federal or state GHG regulations may require GHG emission reductions from the natural gas sector which, in addition to resulting in increased costs, could affect demand for natural gas. Additionally, GHG requirements could result in increased demand for energy conservation and renewable products, which could impact the natural gas businesses.

Dominion Energy andVirginia Powerare subject to risks associated with the disposal and storage of coal ash.Dominion Energy and Virginia Power historically produced and continuescontinue to produce coal ash, or CCRs, as aby-product of itstheir coal-fired generation operations. The ash is stored and managed in

impoundments (ash ponds) and landfills located at 11 different facilities, eight different facilities.of which are at Virginia Power.

The EPA has issued regulations concerning the management and storage of CCRs, which Virginia has adopted. These CCR regulations require Dominion Energy and Virginia Power may face litigation regarding alleged CWA violations at Possum Point power station,to make additional capital expenditures and is facing litigation regarding alleged CWA violations at Chesapeake power stationincrease operating and couldmaintenance expenses. In addition, Dominion Energy and Virginia Power will incur settlement expenses and other costs, depending on the outcome of any such litigation, including costs associated with closing, corrective action and ongoing monitoring of certain ash ponds. In addition, the EPADominion Energy and Virginia recently issued regulationsPower also may face litigation concerning the management and storage of CCRs and West Virginia may impose additional regulations that would apply to the facilities noted above. These regulations would require Virginia Power to make additional capital expenditures and increase its operating and maintenance expenses.their coal ash facilities.

Further, while Dominion Energy and Virginia Power operates itsoperate their ash ponds and landfills in compliance with applicable state safety regulations, a release of coal ash with a significant environmental impact, such as the Dan River ash basin release by a neighboring utility, could result in remediation costs, civil and/or criminal penalties, claims, litigation, increased regulation and compliance costs, and reputational damage, and could impact the financial condition of Dominion Energy and/or Virginia Power.

The Companies’ operations are subject to operational hazards, equipment failures, supply chain disruptions and personnel issues which could negatively affect the Companies.Operation of the Companies’ facilities involves risk, including the risk of potential breakdown or failure of equipment or processes due to aging infrastructure, fuel supply, pipeline integrity or transportation disruptions, accidents, labor disputes or work stoppages by employees, acts of terrorism or sabotage, construction delays or cost overruns, shortages of or delays in obtaining equipment, material and labor, operational restrictions resulting from environmental limitations and governmental interventions, changes to the environment and performance below expected levels. The Companies’ businesses are dependent upon sophisticated information technology systems and network infrastructure, the failure of which could prevent them from accomplishing critical business functions. Because the Companies’ transmission facilities, pipelines and other facilities are interconnected with those of third parties, the operation of their facilities and pipelines could be adversely affected by unexpected or uncontrollable events occurring on the systems of such third parties.

Operation of the Companies’ facilities below expected capacity levels could result in lost revenues and increased expenses, including higher maintenance costs. Unplanned outages of the Companies’ facilities and extensions of scheduled outages due to mechanical failures or other problems occur from time to time and are an inherent risk of the Companies’ business. Unplanned outages typically increase the Companies’ operation and maintenance expenses and may reduce their revenues as a result of selling less output or may require the Companies to incur significant costs as a result of operating higher cost units or obtaining replacement output from third parties in the open

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market to satisfy forward energy and capacity or other contractual obligations. Moreover, if the Companies are unable to perform their contractual obligations, penalties or liability for damages could result.

In addition, there are many risks associated with the Companies’ operations and the transportation, storage and processing of natural gas and NGLs, including nuclear accidents, fires, explosions, uncontrolled release of natural gas and other environmentalenviron-

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mental hazards, pole strikes, electric contact cases, the collision of third party equipment with pipelines and avian and other wildlife impacts. Such incidents could result in loss of human life or injuries among employees, customers or the public in general, environmental pollution, damage or destruction of facilities or business interruptions and associated public or employee safety impacts, loss of revenues, increased liabilities, heightened regulatory scrutiny and reputational risk. Further, the location of pipelines and storage facilities, or generation, transmission, substations and distribution facilities near populated areas, including residential areas, commercial business centers and industrial sites, could increase the level of damages resulting from these risks.

Dominion Energy and Virginia Power have substantial ownership interests in and operate nuclear generating units; as a result, each may incur substantial costs and liabilities.Dominion’sDominion Energy and Virginia Power’s nuclear facilities are subject to operational, environmental, health and financial risks such as theon-site storage of spent nuclear fuel, the ability to dispose of such spent nuclear fuel, the ability to maintain adequate reserves for decommissioning, limitations on the amounts and types of insurance available, potential operational liabilities and extended outages, the costs of replacement power, the costs of maintenance and the costs of securing the facilities against possible terrorist attacks. Dominion Energy and Virginia Power maintain decommissioning trusts and external insurance coverage to minimize the financial exposure to these risks; however, it is possible that future decommissioning costs could exceed amounts in the decommissioning trusts and/or damages could exceed the amount of insurance coverage. If Dominion’sDominion Energy and Virginia Power’s decommissioning trust funds are insufficient, and they are not allowed to recover the additional costs incurred through insurance or in the case of Virginia Power through regulatory mechanisms, their results of operations could be negatively impacted.

Dominion’sDominion Energy and Virginia Power’s nuclear facilities are also subject to complex government regulation which could negatively impact their results of operations. The NRC has broad authority under federal law to impose licensing and safety-related requirements for the operation of nuclear generating facilities. In the event of noncompliance, the NRC has the authority to impose fines, set license conditions, shut down a nuclear unit, or take some combination of these actions, depending on its assessment of the severity of the situation, until compliance is achieved. Revised safety requirements promulgated by the NRC could require Dominion Energy and Virginia Power to make substantial expenditures at their nuclear plants. In addition, although the Companies have no reason to anticipate a serious nuclear incident at their plants, if an incident did occur, it could materially and adversely affect their results of operations and/or financial condition. A major incident at a nuclear facility anywhere in the world, such as the nuclear events in Japan in 2011, could cause

the NRC to adopt increased safety regulations or otherwise limit or restrict the operation or licensing of domestic nuclear units.

Sustained declines in natural gas and NGL prices have resulted in, and could result in further, curtailments of third-party producers’producers drilling programs, delaying the production of volumes of natural gas and NGLs that Dominion Energy and Dominion Energy Gas gather, process, and transport and reducing the value of NGLs retained by Dominion Energy Gas, which may adversely affect Dominion Energy and Dominion Gas’

Energy Gas revenues and earnings.Dominion Energy and Dominion Energy Gas obtain their supply of natural gas and NGLs from numerous third-party producers. Most producers are under no obligation to deliver a specific quantity of natural gas or NGLs to Dominion’sDominion Energy and Dominion Energy Gas’ facilities. A number of other factors could reduce the volumes of natural gas and NGLs available to Dominion’sDominion Energy and Dominion Energy Gas’ pipelines and other assets. Increased regulation of energy extraction activities could result in reductions in drilling for new natural gas wells, which could decrease the volumes of natural gas supplied to Dominion Energy and Dominion Energy Gas. Producers with direct commodity price exposure face liquidity constraints, which could present a credit risk to Dominion Energy and Dominion Energy Gas. Producers could shift their production activities to regions outside Dominion’sDominion Energy and Dominion Energy Gas’ footprint. In addition, the extent of natural gas reserves and the rate of production from such reserves may be less than anticipated. If producers were to decrease the supply of natural gas or NGLs to Dominion’sDominion Energy and Dominion Energy Gas’ systems and facilities for any reason, Dominion Energy and Dominion Energy Gas could experience lower revenues to the extent they are unable to replace the lost volumes on similar terms. In addition, Dominion Energy Gas’ revenue from processing and fractionation operations largely results from the sale of commodities at market prices. Dominion Energy Gas receives the wet gas product from producers and may retain the extracted NGLs as compensation for its services. This exposes Dominion Energy Gas to commodity price risk for the value of the spread between the NGL products and natural gas, and relative changes in these prices could adversely impact Dominion Energy Gas’ results.

Dominion’sDominion Energy’s merchant power business operates in a challenging market, which could adversely affect its results of operationsand future growth.The success of Dominion’sDominion Energy’s merchant power business depends upon favorable market conditions including the ability to sell power at prices sufficient to cover its operating costs. Dominion Energy operates in active wholesale markets that expose it to price volatility for electricity and nuclear fuel as well as the credit risk of counterparties. Dominion Energy attempts to manage its price risk by entering into hedging transactions, including short-term and long-term fixed price sales and purchase contracts.

In these wholesale markets, the spot market price of electricity for each hour is generally determined by the cost of supplying the next unit of electricity to the market during that hour. In many cases, the next unit of electricity supplied would be provided by generating stations that consume fossil fuels, primarily natural gas. Consequently, the open market wholesale price for electricity generally reflects the cost of natural gas plus the cost to convert the fuel to electricity. Therefore, changes in the price of natural gas generally affect the open market wholesale price of electricity. To the extent Dominion Energy does not enter into long-term power purchase agreements or otherwise effectively hedge its output, these changes in market prices could adversely affect its financial results.

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Dominion Energy purchases nuclear fuel primarily under a variety of terms, including long-term and short-term contracts and spot market purchases.contracts. Dominion Energy is exposed to nuclear fuel cost volatility for the portion of its nuclear fuel obtained through short-term contracts or on the spot market, including as a result

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of market supply shortages. FuelNuclear fuel prices can be volatile and the price that can be obtained for power produced from such fuel may not change at the same rate as nuclear fuel costs, thus adversely impacting Dominion’sDominion Energy’s financial results.

In addition, in the event that any of the merchant generation facilities experience a forced outage, Dominion Energy may not receive the level of revenue it anticipated.

The Companies’ financial results can be adversely affected by various factors driving supply and demand for electricity and gas andrelated services.Technological advances required by federal laws mandate new levels of energy efficiency inend-use devices, including lighting, furnaces and electric heat pumps and could lead to declines in per capita energy consumption. Additionally, certain regulatory and legislative bodies have introduced or are considering requirements and/or incentives to reduce energy consumption by a fixed date. Further, Virginia Power’s business model is premised upon the cost efficiency of the production, transmission and distribution of large-scale centralized utility generation. However, advances in distributed generation technologies, such as solar cells, gas microturbines and fuel cells, may make these alternative generation methods competitive with large-scale utility generation, and change how customers acquire or use our services. Virginia Power has an exclusive franchise to serve retail electric customers in Virginia. However, Virginia’s Retail Access Statutes allow certain Power Generation customers exceptions to this franchise. As market conditions change, Virginia Power’s customers may further pursue exceptions and Virginia Power’s exclusive franchise may erode.

Reduced energy demand or significantly slowed growth in demand due to customer adoption of energy efficient technology, conservation, distributed generation, regional economic conditions, or the impact of additional compliance obligations, unless substantially offset through regulatory cost allocations, could adversely impact the value of the Companies’ business activities.

Dominion Energy Gas has experienced a decline in demand for certain of its processing services due to competing facilities operating in nearby areas.

Dominion Energy and Dominion Energy Gas may not be able to maintain, renew or replace their existing portfolio of customer contracts successfully,or on favorable terms.Upon contract expiration, customers may not elect tore-contract with Dominion Energy and Dominion Energy Gas as a result of a variety of factors, including the amount of competition in the industry, changes in the price of natural gas, their level of satisfaction with Dominion’sDominion Energy and Dominion Energy Gas’ services, the extent to which Dominion Energy and Dominion Energy Gas are able to successfully execute their business plans and the effect of the regulatory framework on customer demand. The failure to replace any such customer contracts on similar terms or with counterparties with similar credit profiles could result in a loss of revenue for Dominion Energy and Dominion Energy Gas and related decreases in their earnings and cash flows.

Certain of Dominion Energy and Dominion Energy Gas’ gas pipeline services are subject to long-term, fixed-price “negotiated rate” contracts that are not subject to adjustment, even if the cost toperform such services exceeds the revenues received from such contracts.Under FERC policy, a regulated service provider and a customer may mutually agree to sign a contract for service at a “negotiated rate” which may be above or

below the FERC regulated, cost-based recourse rate for that service. These “negotiated rate” contracts are not generally subject to adjustment for increased costs which could be produced by inflation or other

factors relating to the specific facilities being used to perform the services. Any shortfall of revenue as a result of these “negotiated rate” contracts could decrease Dominion Energy and Dominion Energy Gas’ earnings and cash flows.

Dominion Energy and Dominion Energy Gas conduct certain operations through joint ventures that may limit ouroperational flexibility.Certain operations are conducted through joint venture arrangements, such as Atlantic Coast Pipeline and Iroquois, to which Dominion Energy and Dominion Energy Gas have significant influence but do not control the operations of such entities. The joint ventures operate in accordance with the applicable governing provisions of each entity. Accordingly, Dominion Energy and Dominion Energy Gas may have limited ability to influence or control certain day to day activities affecting the operations and do have not unilateral control over decisions that may have a material financial impact on the joint venture participants. Dominion Energy and Dominion Energy Gas are dependent upon third parties satisfying their respective obligations, including, as applicable, funding of their required share of capital expenditures. In addition, Dominion Energy and Dominion Energy Gas may be subject to restrictions or limitations on their ability to sell or transfer their interests in the joint venture arrangements. The third-party participants in the joint ventures have their own interests and objectives which may differ from those of Dominion Energy and Dominion Energy Gas. Accordingly, any disputes amongst the joint venture partners may result in delays, litigation or operational impasses.

Exposure to counterparty performance may adversely affect the Companies’Companies financial results of operations.The Companies are exposed to credit risks of their counterparties and the risk that one or more counterparties may fail or delay the performance of their contractual obligations, including but not limited to payment for services. Some of Dominion’sDominion Energy’s operations are conducted through less than wholly-owned subsidiaries. In such arrangements, Dominion is dependent on third parties to fund their required share of capital expenditures.subsidiaries, as noted above. Counterparties could fail or delay the performance of their contractual obligations for a number of reasons, including the effect of regulations on their operations. Defaults or failure to perform by customers, suppliers, contractors, joint venture partners, financial institutions or other third parties may adversely affect the Companies’ financial results.

Dominion will also beEnergy is exposed to counterparty credit risk relating to the terminal services agreements for the Liquefaction Project. While the counterparties’ obligations are supported by parental guarantees and letters of credit, there is no assurance that such credit support would be sufficient to satisfy the obligations in the event of a counterparty default. In addition, if a controversy arises under either agreement resulting in a judgment in Dominion’sDominion Energy’s favor, Dominion Energy may need to seek to enforce a final U.S. court judgment in a foreign tribunal, which could involve a lengthy process.

Market performance and other changes may decrease the value of Dominion’sDominionEnergy and Virginia Powers decommissioning trust funds and Dominion’sDominionEnergy and Dominion Gas’Energy Gas benefit plan assets or increase DominDominionion’sEnergy and Dominion Gas’Energy Gas liabilities, which could then require significant additional funding.The performance of the capital markets affects the value of the assets that are held in trusts to

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satisfy future obligations to decommission Dominion’sDominion Energy and Virginia Power’s nuclear plants and under Dominion’sDominion Energy and Dominion Energy Gas’ pension and other postretirement benefit plans. Dominion and Dominion GasThe Companies have significant obligations in these areas and holdshold significant assets in these trusts. These assets are subject to market fluctuation and will yield uncertain returns, which may fall below expected return rates.

With respect to decommissioning trust funds, a decline in the market value of these assets may increase the funding requirements of the obligations to decommission Dominion’sDominion Energy and Virginia Power’s nuclear plants or require additionalNRC-approved funding assurance.

A decline in the market value of the assets held in trusts to satisfy future obligations under Dominion’sDominion Energy and Dominion Energy Gas’ pension and other postretirement benefit plans may increase the funding requirements under such plans. Additionally, changes in interest rates will affect the liabilities under Dominion’sDominion Energy and Dominion Energy Gas’ pension and other postretirement benefit plans; as interest rates decrease, the liabilities increase, potentially requiring additional funding. Further, changes in demographics, including increased numbers of retirements or changes in mortality assumptions, may also increase the funding requirements of the obligations related to the pension and other postretirement benefit plans.

If the decommissioning trust funds and benefit plan assets are negatively impacted by market fluctuations or other factors,

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Dominion’s and Dominion Gas’ the Companies’ results of operations, financial condition and/or cash flows could be negatively affected.

The use of derivative instruments could result in financial losses and liquidity constraints.The Companies use derivative instruments, including futures, swaps, forwards, options and FTRs, to manage commodity, currency and financial market risks. In addition, Dominion Energy and Dominion Energy Gas purchase and sell commodity-based contracts for hedging purposes.

The Dodd-Frank Act was enacted into law in July 2010 in an effort to improve regulation of financial markets. The CEA, as amended by Title VII of the Dodd-Frank Act, includes provisions that will requirerequires certainover-the-counter derivatives, or swaps, to be centrally cleared through a derivatives clearing organization and, if the swap is subject to a clearing requirement, to be executed through an exchangeon a designated contract market or other approved trading platform.swap execution facility.Non-financial entities that use swaps to hedge or mitigate commercial risk, often referred to as end users, can choosemay elect theend-user exception to the CEA’s clearing requirements. The Companies have elected to exempt their hedging transactionsswaps from thesethe CEA’s clearing and exchange trading requirements. Final rules for theover-the-counter derivative-related provisions of the Dodd-Frank Act will continue to be established through the ongoing rulemaking process of the applicable regulators, including rules regarding margin requirements fornon-cleared swaps. If, as a result of changes to the rulemaking process, the Companies’ derivative activities are not exempted from the clearing, exchange trading or margin requirements, the Companies could be subject to higher costs including from higherdue to decreased market liquidity or increased margin requirements, for their derivative activities.payments. In addition, the implementationCompanies’ swap dealer counterparties may attempt to pass-through additional trading costs in connection with changes to or the elimination of and compliance with,rulemaking that implements Title VII of the Dodd-Frank Act by the Companies’ counterparties could result in increased costs related to the Companies’ derivative activities.Act.

Changing rating agency requirements could negatively affect the Companies’ growth and business strategy.In order to maintain appropriate credit ratings to obtain needed credit at a reasonable cost in light of existing or future rating agency requirements, the Companies may find it necessary to take steps or change their

business plans in ways that may adversely affect their growth and earnings. A reduction in the Companies’ credit ratings could result in an increase in borrowing costs, loss of access to certain markets, or both, thus adversely affecting operating results and could require the Companies to post additional collateral in connection with some of its price risk management activities.

An inability to access financial markets could adversely affect the execution of the Companies’ business plans.The Companies rely on access to short-term money markets and longer-term capital markets as significant sources of funding and liquidity for business plans with increasing capital expenditure needs, normal working capital and collateral requirements related to hedges of future sales and purchases of energy-related commodities. Deterioration in the Companies’ creditworthiness, as evaluated by credit rating agencies or otherwise, or declines in market reputation either for the Companies or their industry in general, or general financial market disruptions outside of the Companies’ control could increase their cost of borrowing or restrict their ability to access one or more financial markets. Further market disruptions could stem from delays in the current economic recovery, the bankruptcy of an unrelated company, general market disruption due to general credit market or political events, or the failure of financial institutions on which the Companies rely. Increased costs and restrictions on the Companies’ ability to

access financial markets may be severe enough to affect their ability to execute their business plans as scheduled.

Potential changes in accounting practices may adversely affect the Companies’ financial results.The Companies cannot predict the impact that future changes in accounting standards or practices may have on public companies in general, the energy industry or their operations specifically. New accounting standards could be issued that could change the way they record revenues, expenses, assets and liabilities. These changes in accounting standards could adversely affect earnings or could increase liabilities.

War, acts and threats of terrorism, intentional acts and other significant events could adversely affect the Companies’ operations.The Companies cannot predict the impact that any future terrorist attacks may have on the energy industry in general, or on the Companies’ business in particular. Any retaliatory military strikes or sustained military campaign may affect the Companies’ operations in unpredictable ways, such as changes in insurance markets and disruptions of fuel supplies and markets. In addition, the Companies’ infrastructure facilities, including projects under construction, could be direct targets of, or indirect casualties of, an act of terror. For example, a physical attackthere have been multiple instances of vandalism or attempted sabotage on a critical substationthird-party oil and gas pipelines either under construction or in California resulted in serious impacts to the power grid.operation. Furthermore, the physical compromise of the Companies’ facilities could adversely affect the Companies’ ability to manage these facilities effectively. Instability in financial markets as a result of terrorism, war, intentional acts, pandemic, credit crises, recession or other factors could result in a significant decline in the U.S. economy and increase the cost of insurance coverage. This could negatively impact the Companies’ results of operations and financial condition.

Hostile cyber intrusions could severely impair the Companies’ operations, lead to the disclosure of confidentialinformation, damage the reputation of the Companies and otherwise have an adverse effect on the Companies’ business.

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The Companies own assets deemed as critical infrastructure, the operation of which is dependent on information technology systems. Further, the computer systems that run the Companies’ facilities are not completely isolated from external networks. There appears to be an increasing level of activity, sophistication and maturity of threat actors, in particular nation state actors, that wish to disrupt the U.S. bulk power system and the U.S. gas transmission or distribution system. Such parties could view the Companies’ computer systems, software or networks as attractive targets for cyber attack. For example, malware has been designed to target software that runs the nation’s critical infrastructure such as power transmission grids and gas pipelines. In addition, the Companies’ businesses require that they and their vendors collect and maintain sensitive customer data, as well as confidential employee and shareholder information, which is subject to electronic theft or loss.

A successful cyber attack on the systems that control the Companies’ electric generation, electric or gas transmission or distribution assets could severely disrupt business operations, preventing the Companies from serving customers or collecting revenues. The breach of certain business systems could affect the Companies’ ability to correctly record, process and report financial information. A major cyber incident could result in significant expenses to investigate and repair security breaches or system damage and could lead to litigation, fines, other remedial action, heightened regulatory scrutiny and damage to the Companies’ reputation. In addition, the misappropriation,

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corruption or loss of personally identifiable information and other confidential data at the Companies or one of their vendors could lead to significant breach notification expenses and mitigation expenses such as credit monitoring. TheWhile the Companies maintain property and casualty insurance, along with other contractual provisions, that may cover certain damage caused by potential cyber incidents; however, otherincidents, all damage and claims arising from such incidents may not be covered or may exceed the amount of any insurance available. For these reasons, a significant cyber incident could materially and adversely affect the Companies’ business, financial condition and results of operations.

Failure to attract and retain key executive officers and an appropriately qualified workforce could have an adverse effect on the Companies’ operations.The Companies’ business strategy is dependent on their ability to recruit, retain and motivate employees. The Companies’ key executive officers are the CEO, CFO and presidents and those responsible for financial, operational, legal, regulatory and accounting functions. Competition for skilled management employees in these areas of the Companies’ business operations is high. Certain events, such as an aging workforce, mismatch of skill set, or complement to future needs, or unavailability of contract resources may lead to operating challenges and increased costs. The challenges include lack of resources, loss of knowledge base and the length of time required for skill development. In this case, costs, including costs for contractors to replace employees, productivity costs and safety costs, may rise. Failure to hire and adequately train replacement employees, including the transfer of significant internal historical knowledge and expertise to new employees, or future availability and cost of contract labor may adversely affect the ability to manage and operate the Companies’ business. In addition, certain specialized knowledge is required of the Companies’ technical employees for construction and oper-

ation of transmission, generation and distribution operations.assets. The Companies’ inability to attract and retain these employees could adversely affect their business and future operating results.

Following the SCANA Combination, Dominion Energy may be unable to successfully integrate SCANAs businesses. Dominion Energy is devoting significant management attention and resources to integrating SCANAsbusinesses.While Dominion Energy has assumed that a certain level of transaction and integration expenses will be incurred, there are a number of factors beyond its control that could affect the total amount or the timing of its integration expenses. Potential difficulties Dominion Energy may encounter in the integration process include the following:

The Questarcomplexities associated with integrating SCANA, including its utility businesses, while at the same time continuing to provide consistent, high quality services;
The complexities of integrating a company with different markets and customers;
The inability to attract and retain key employees;
Potential unknown liabilities and unforeseen increased expenses associated with the SCANA Combination;
Difficulties in managing political and regulatory conditions related to SCANA’s utility businesses;
The moratorium on filing requests for adjustments in SCE&G’s base electric rates until May 2020 with no changes in rates until January 1, 2021, which limits Dominion Energy’s ability to recover increases innon-fuel related costs of electric operations for SCE&G’s customers;
The stipulation agreement approved by the North Carolina Commission, which provides for a rate moratorium at PSNC until November 1, 2021, with certain exceptions; and
Performance shortfalls as a result of the diversion of Dominion Energy management’s attention caused by integrating SCANA’s businesses.

For these reasons, it is possible that the integration process could result in the distraction of Dominion Energy’s management, the disruption of Dominion Energy’s ongoing business or inconsistencies in its services, standards, controls, procedures and policies, any of which could adversely affect the ability of Dominion Energy to maintain or establish relationships with current and prospective customers, vendors and employees or could otherwise adversely affect the business and financial results of Dominion Energy.

Dominion Energy may be materially adversely affected by negative publicity related to theSCANA Combination and in connection with other related matters, including the abandonment of the NND Project.From time to time, political and public sentiment in connection with the merger and in connection with other matters, including the abandonment of the NND Project, may result in a significant amount of adverse press coverage and other adverse public statements affecting Dominion Energy. Adverse press coverage and other adverse statements, whether or not driven by political or public sentiment, may also result in investigations by regulators, legislators and law enforcement officials or in legal claims. Responding to these investigations and lawsuits, regardless of the ultimate outcome of the proceedings, as well as responding to and addressing adverse press coverage and other adverse public statements, can divert the time and effort of senior management from the management of Dominion Energy’s business.

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Addressing any adverse publicity, governmental scrutiny or enforcement or other legal proceedings is time consuming and expensive and, regardless of the factual basis for the assertions being made, can have a negative impact on the reputation of Dominion Energy, on the morale and performance of their employees and on their relationships with their respective regulators, customers and commercial counterparties. It may also have a negative impact on their ability to take timely advantage of various business and market opportunities. The direct and indirect effects of negative publicity, and the demands of responding to and addressing it, may have a material adverse effect on Dominion Energy’s business, financial condition and results of operations.

The SCANA Combination may not achievebe accretive to operating earnings and may cause dilution to Dominion Energy’s earnings per share, which may negatively affect the market price of Dominion Energy common stock.Dominion Energy currently anticipates that the SCANA Combination will be immediately accretive to Dominion Energy’s forecasted operating earnings per share on a standalone basis. This expectation is based on preliminary estimates, which may materially change. Dominion Energy may encounter additional transaction and integration-related costs, may fail to realize all of the benefits anticipated in the merger or be subject to other factors that affect preliminary estimates or its intended results.ability to realize operational efficiencies. Any of these factors could cause a decrease in Dominion Energy’s operating earnings per share or decrease or delay the expected accretive effect of the merger and contribute to a decrease in the price of Dominion Energy’s common stock. Dominion Energy expects the initial effect of the SCANA Combination on its GAAP earnings will be a decrease in such earnings due to the anticipated charges for refunds to SCE&G customers and transaction and transition costs.

Through the SCANA Combination, Dominion Energy acquired SCANA and SCE&G which are subject to numerous legal proceedings and ongoing governmental investigations and examinations. SCANA and SCE&G are defendants in numerous federal and state legal proceedings and governmental investigations relating to the decision to abandon construction at the

NND Project. Among other things, the lawsuits and investigations allege misrepresentation, failure to properly manage the NND Project, unfair trade practices and violation of anti-trust laws. The Questar Combination is expected to result in various benefits, including,plaintiffs seek a judgment that SCE&G may not charge its customers for any past or continuing costs of the NND Project, among other remedies.

Additionally, SCANA and SCE&G are defendants in federal and state legal proceedings relating to the SCANA Combination. Among other things, being accretive to earnings. Achieving the anticipated benefitslawsuits allege breaches of various fiduciary duties. Remedies sought include rescinding the SCANA Combination.

The outcome of these legal proceedings, investigations and examinations is uncertain and may adversely affect Dominion Energy’s financial condition or results of operation.

Dominion Energy has goodwill and other intangible assets on its balance sheet, and these amounts will increase as a result of the transaction is subject to a number of uncertainties, including whether the business of Dominion Questar is integrated in an efficient and effective manner. Failure to achieve these anticipated benefits could result in increased costs, decreasesSCANA Combination. If its goodwill or other intangible assets become impaired in the amountfuture, Dominion Energy may berequired to record a significant,non-cash charge to earnings andreduce its shareholders’ equity.Dominion Energy will record as goodwill the excess of expected revenues generatedthe purchase price paid by Dominion Energy over the combined companyfair value of SCANA’s assets and diversionliabilities as determined for financial accounting purposes in its Consolidated Balance Sheet beginning in the first quarter of management’s time and energy, all2019. Under GAAP, intangible assets are reviewed for impairment on an annual basis or more frequently whenever events or circumstances indicate that its carrying value may not be recoverable. If Dominion Energy’s intangible assets, including goodwill as a result of the SCANA Combination, are determined to be impaired in the future, Dominion Energy may be required to record a significant,non-cash charge to earnings during the period in which could have an adverse effect on the combined company’s financial position, results of operations or cash flows.impairment is determined.

 

 

Item 1B. Unresolved Staff Comments

None.

 

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Item 2. Properties

As of December 31, 2016,2018, Dominion Energy owned its principal executive office in Richmond, Virginia and threefive other corporate offices, all located in Richmond, Virginia.offices. Dominion Energy also leases corporate offices in other cities in which its subsidiaries operate. Virginia Power and Dominion Energy Gas share Dominion’sDominion Energy’s principal office in Richmond, Virginia, which is owned by Dominion.Dominion Energy. In addition, Virginia Power’s DVPPower Delivery and Power Generation segments share certain leased build-

ingsbuildings and equipment. See Item 1. Business for additional information about each segment’s principal properties, which information is incorporated herein by reference.

Dominion’sDominion Energy’s assets consist primarily of its investments in its subsidiaries, the principal properties of which are described here and in Item 1. Business.below.

Certain of Virginia Power’s property isproperties are subject to the lien of the Indenture of Mortgage securing its First and Refunding Mortgage Bonds. There were no bonds outstanding as of December 31, 2016;2018; however, by leaving the indenture open, Virginia Power expects to retain the flexibility to issue mortgage bonds in the future. Certain of Dominion’sDominion Energy’s merchant generation facilities are also subject to liens. Additionally, SCE&G’s bond indenture, which secures its First Mortgage Bonds, constitutes a direct mortgage lien on substantially all of its electric utility property. GENCO’s Williams Station is also subject to a first mortgage lien which secures certain outstanding debt of GENCO.

POWER DELIVERY

Virginia Power has approximately 6,700 miles of electric transmission lines of 69 kV or more located in North Carolina, Virginia and West Virginia. Portions of Virginia Power’s electric transmission lines cross national parks and forests under permits

entitling the federal government to use, at specified charges, any surplus capacity that may exist in these lines. While Virginia Power owns and maintains its electric transmission facilities, they are a part of PJM, which coordinates the planning, operation, emergency assistance and exchange of capacity and energy for such facilities.

In addition, Virginia Power’s electric distribution network includes approximately 58,300 miles of distribution lines, exclusive of service level lines, in Virginia and North Carolina. The grants for most of its electric lines containrights-of-way that have been obtained from the apparent owners of real estate, but underlying titles have not been examined. Whererights-of-way have not been obtained, they could be acquired from private owners by condemnation, if necessary. Many electric lines are on publicly-owned property, where permission to operate can be revoked. In addition, Virginia Power owns 475 substations.

POWER GENERATION

Dominion Energy and Virginia Power generate electricity for sale on a wholesale and a retail level. Dominion Energy and Virginia Power supply electricity demand either from their generation facilities or through purchased power contracts. As of December 31, 2018, Power Generation’s total utility,non-jurisdictional and merchant generating capacity was approximately 26,000 MW. The following tables list Power Generation’s utility,non-jurisdictional and merchant generating units and capability, as of December 31, 2018.

38


VIRGINIA POWER UTILITY GENERATION

Plant  Location   

Net Summer

Capability (MW)

  

Percentage

Net Summer

Capability

 

Gas

     

Greensville County (CC)

   Greensville County, VA    1,588  

Brunswick County (CC)

   Brunswick County, VA    1,376  

Warren County (CC)

   Warren County, VA    1,370  

Ladysmith (CT)

   Ladysmith, VA    783  

Bear Garden (CC)

   Buckingham County, VA    622  

Remington (CT)

   Remington, VA    622  

Possum Point (CC)

   Dumfries, VA    573  

Chesterfield (CC)

   Chester, VA    397  

Elizabeth River (CT)

   Chesapeake, VA    330  

Possum Point(1)

   Dumfries, VA    316  

Bellemeade (CC)(1)

   Richmond, VA    267  

Bremo(1)

   Bremo Bluff, VA    227  

Gordonsville Energy (CC)

   Gordonsville, VA    218  

Gravel Neck (CT)

   Surry, VA    170  

Darbytown (CT)

   Richmond, VA    168  

Rosemary (CC)

   Roanoke Rapids, NC    160     

Total Gas

     9,187   41

Coal

     

Mt. Storm

   Mt. Storm, WV    1,621  

Chesterfield(1)

   Chester, VA    1,275  

Virginia City Hybrid Energy Center

   Wise County, VA    610  

Clover

   Clover, VA    439(3)   

Yorktown(2)

   Yorktown, VA    323  

Mecklenburg(1)

   Clarksville, VA    138     

Total Coal

     4,406   20 

Nuclear

     

Surry

   Surry, VA    1,676  

North Anna

   Mineral, VA    1,672(4)      

Total Nuclear

     3,348   15 

Oil

     

Yorktown

   Yorktown, VA    790  

Possum Point

   Dumfries, VA    770  

Gravel Neck (CT)

   Surry, VA    198  

Darbytown (CT)

   Richmond, VA    168  

Possum Point (CT)

   Dumfries, VA    72  

Chesapeake (CT)

   Chesapeake, VA    51  

Low Moor (CT)

   Covington, VA    48  

Northern Neck (CT)

   Lively, VA    47     

Total Oil

     2,144   10 

Hydro

     

Bath County

   Warm Springs, VA    1,808(5)   

Gaston

   Roanoke Rapids, NC    220  

Roanoke Rapids

   Roanoke Rapids, NC    95  

Other

        1     

Total Hydro

     2,124   9 

Biomass

     

Pittsylvania(1)

   Hurt, VA    83  

Altavista

   Altavista, VA    51  

Polyester

   Hopewell, VA    51  

Southampton

   Southampton, VA    51     

Total Biomass

     236   1 

Solar

     

Whitehouse Solar

   Louisa County, VA    20  

Woodland Solar

   Isle of Wight County, VA    19  

Scott Solar

   Powhatan County, VA    17     

Total Solar

     56    

Various

     

Mt. Storm (CT)

   Mt. Storm, WV    11    
         21,512     

Power Purchase Agreements

        930   4 

Total Utility Generation

        22,442   100

Note: (CT) denotes combustion turbine and (CC) denotes combined cycle.

(1)

Virginia Power has placed certain units at this facility in cold storage.

(2)

Coal-fired units are expected to be retired at Yorktown power station as early as 2019 as a result of the issuance of MATS.

(3)

Excludes 50% undivided interest owned by ODEC.

(4)

Excludes 11.6% undivided interest owned by ODEC.

(5)

Excludes 40% undivided interest owned by Allegheny Generating Company, a subsidiary of FirstEnergy Corp.

39


VIRGINIA POWER NON-JURISDICTIONAL GENERATION

PlantLocation

Net Summer

Capability (MW)

Solar(1)

Pecan

Pleasant Hill, NC75

Montross

Montross, VA20

Morgans Corner

Pasquotank County, NC20

Remington

Remington, VA20

Oceana

Virginia Beach, VA18

Hollyfield

Manquin, VA17

Puller

Topping, VA15

Total Solar

185

(1)

All solar facilities are alternating current.

DOMINION ENERGY MERCHANT GENERATION

Plant  Location   

Net Summer

Capability (MW)

  

Percentage

Net Summer

Capability

 

Nuclear

     

Millstone

   Waterford, CT    2,001(1)      

Total Nuclear

     2,001   59

Solar(2)

     

Escalante I, II and III

   Beaver County, UT    120(3)   

Amazon Solar Farm Virginia—Southampton

   Newsoms, VA    100(5)   

Amazon Solar Farm Virginia—Accomack

   Oak Hall, VA    80(5)   

Innovative Solar 37

   Morven, NC    79(5)   

Moffett Solar 1

   Ridgeland, SC    71(5)   

Granite Mountain East and West

   Iron County, UT    65(3)   

Summit Farms Solar

   Moyock, NC    60(5)   

Enterprise

   Iron County, UT    40(3)   

Iron Springs

   Iron County, UT    40(3)   

Pavant Solar

   Holden, UT    34(4)   

Camelot Solar

   Mojave, CA    30(4)   

Midway II

   Calipatria, CA    30(5)   

Indy I, II and III

   Indianapolis, IN    20(4)   

Amazon Solar Farm Virginia—Buckingham

   Cumberland, VA    20(5)   

Amazon Solar Farm Virginia—Correctional

   Barhamsville, VA    20(5)   

Hecate Cherrydale

   Cape Charles, VA    20(5)   

Amazon Solar Farm Virginia—Sappony

   Stoney Creek, VA    20(5)   

Amazon Solar Farm Virginia—Scott II

   Powhatan, VA    20(5)   

Cottonwood Solar

   Kings and Kern counties, CA    16(4)   

Alamo Solar

   San Bernardino, CA    13(4)   

Maricopa West Solar

   Kern County, CA    13(4)   

Imperial Valley Solar

   Imperial, CA    13(4)   

Richland Solar

   Jeffersonville, GA    13(4)   

CID Solar

   Corcoran, CA    13(4)   

Kansas Solar

   Lenmore, CA    13(4)   

Kent South Solar

   Lenmore, CA    13(4)   

Old River One Solar

   Bakersfield, CA    13(4)   

West Antelope Solar

   Lancaster, CA    13(4)   

Adams East Solar

   Tranquility, CA    13(4)   

Catalina 2 Solar

   Kern County, CA    12(4)   

Mulberry Solar

   Selmer, TN    11(4)   

Selmer Solar

   Selmer, TN    11(4)   

Columbia 2 Solar

   Mojave, CA    10(4)   

Hecate Energy Clarke County

   White Post, VA    10(5)   

Ridgeland Solar Farm I

   Ridgeland, SC    10(5)   

Other

   Various    43(4)(5)      

Total Solar

     1,122   33 

Wind

     

Fowler Ridge(6)

   Benton County, IN    150(7)   

NedPower(6)

   Grant County, WV    132(8)      

Total Wind

     282   8 

Fuel Cell

     

Bridgeport Fuel Cell

   Bridgeport, CT    15     

Total Fuel Cell

        15    

Total Merchant Generation

        3,420   100

40


(1)

Excludes 6.53% undivided interest in Unit 3 owned by Massachusetts Municipal and Green Mountain.

(2)

All solar facilities are alternating current.

(3)

Excludes 50% noncontrolling interest owned by GIP. Dominion Energy’s interest is subject to a lien securing Dominion Solar Projects III, Inc.’s debt.

(4)

Excludes 33% noncontrolling interest owned by Terra Nova Renewable Partners. Dominion Energy’s interest is subject to a lien securing SBL Holdco’s debt.

(5)

Dominion Energy’s interest is subject to a lien securing Eagle Solar’s debt.

(6)

Subject to a lien securing the facility’s debt.

(7)

Excludes 50% membership interest owned by BP.

(8)

Excludes 50% membership interest owned by Shell.

GAS INFRASTRUCTURE

Dominion Energy and Dominion Energy Gas

East Ohio’s gas distribution network is located in Ohio. This network involves approximately 18,900 miles of pipe, exclusive of service lines. Theright-of-way grants for many natural gas pipelines have been obtained from the actual owners of real estate, as underlying titles have been examined. Whererights-of-way have not been obtained, they could be acquired from private owners by condemnation, if necessary. Many natural gas pipelines are on publicly-owned property, where company rights and actions are determined on acase-by-case basis, with results that range from reimbursed relocation to revocation of permission to operate.

Dominion Energy Gas has approximately 10,40010,800 miles, excluding interests held by others, of gas transmission, gathering and storage pipelines located in the states of Maryland, New York, Ohio, Pennsylvania, Virginia and West Virginia. Dominion Energy Gas also owns NGL processing plants capable of processing over 270,000 mcf per day of natural gas. Hastings is the largest plant and is capable of processing over 180,000 mcf per day of natural gas. Hastings can also fractionate over 580,000 Gals per day of NGLs into marketable products, including propane, isobutane, butane and natural gasoline. NGL operations have storage capacity of 1,226,5001,340,000 Gals of propane, 109,000118,000 Gals of isobutane, 442,000242,000 Gals of butane, 2,000,000 Gals of natural gasoline and 1,012,500 Gals of mixed NGLs. Dominion Energy Gas also operates 20 underground gas storage fields located in New York, Ohio, Pennsylvania and West Virginia, with approximately 2,000 storage wells and approximately 399,000 acres of operated leaseholds.

The total designed capacity of the underground storage fields operated by Dominion Energy Gas is approximately 929926 bcf. Certain storage fields are jointly-owned and operated by Dominion Energy Gas. The capacity of those fields owned by Dominion Energy Gas’ partners totals approximately 220223 bcf.

Dominion Energy

Cove Point’s LNG facilityFacility has an operational peak regasification dailysend-out capacity of approximately 1.8 million Dths and an aggregate LNG storage capacity of approximately 14.6 bcfe. In addition, Cove Point has a liquefier that has the potential to create approximately 15,000 Dths/day. The Liquefaction Project consists of one LNG train with a nameplate outlet capacity of 5.25 Mtpa. Cove Point has authorization from the DOE to export up to 0.77 Bcfe/day (approximately 5.75 Mtpa) should the liquefaction facilities perform better than expected.

The Cove Point pipelinePipeline is a36-inch diameter underground, interstate natural gas pipeline that extends approximately 88 miles

from Cove Point to interconnections with Transcontinental Gas Pipe Line Company, LLCTransco in Fairfax County, Virginia, and with

32



Columbia Gas Transmission, LLC and DTIDETI in Loudoun County, Virginia. In 2009, the original pipeline was expanded to include a36-inch diameter expansion that extends approximately 48 miles, roughly 75% of which is parallel to the original pipeline.

Questar Gas distributes gas to customers in Utah, Wyoming and Idaho. Questar Gas owns and operates distribution systems and has a total of 29,200 miles of street mains, service lines and interconnecting pipelines. Questar Gas has a major operations center in Salt Lake City, and has operations centers, field offices and service-center facilities in other parts of its service area.

Dominion Energy Questar Pipeline operates 2,200 miles of natural gas transportation pipelines that interconnect with other pipelines in Utah, Wyoming and western Colorado. Dominion Energy Questar Pipeline’s system ranges in diameter from lines that are less than four inches to36-inches. Dominion Energy Questar Pipeline owns the Clay Basin storage facility in northeastern Utah, which has a certificated capacity of 120 bcf, including 54 bcf of working gas.

DCG’sDECG’s interstate natural gas pipeline system in South Carolina and southeastern Georgia is comprised of nearly 1,500 miles of transmission pipeline.

Questar Gas owns and operates distribution systems in Utah, Wyoming and Idaho with a total of 30,100 miles of street mains, service lines and interconnecting pipelines.

Hope’s gas distribution network located in West Virginia is comprised of 3,200 miles of pipe, exclusive of service lines.

In total, Dominion Energy has 170172 compressor stations with approximately 1,175,0001,340,000 installed compressor horsepower.

DVPSOUTHEAST ENERGY

See Item 1. Business,General for details regarding DVP’s principal properties, which primarily includeSCE&G has approximately 3,500 miles and 26,500 miles of electric transmission and distribution lines.lines, respectively, exclusive of service level lines, in South Carolina. The grants for most of SCE&G’s electric lines containrights-of-way that have been obtained from the apparent owners of real estate, but underlying property titles have not been examined. Whererights-of-way have not been obtained, they could be acquired from private owners by condemnation, if necessary. Many electric lines are on publicly-owned property, where permission to operate can be revoked. In addition, SCE&G owns 440 substations.

DOMINION GENERATIONSCE&G and PSNC’s natural gas system includes approximately 1,100 miles of transmission pipeline of up to 24 inches in diameter that connect their distribution systems with Southern Natural Gas Company, Transco and DECG. SCE&G and PSNC’s natural gas distribution system consists of approximately 40,600 miles of distribution mains and related service facilities.

DominionSCE&G owns two LNG facilities, one located near Charleston, South Carolina, and Virginia Power generate electricity for sale on a wholesalethe other in Salley, South Carolina. The Charleston facility can store the liquefied equivalent of 1.0 bcf of natural gas, can regasify approximately 6% of its storage capacity per day and a retail level. Dominioncan liquefy less than 1% of its storage capacity per day. The Salley facility can store the liquefied equivalent of 0.9 bcf of natural gas and Virginia Power supply electricitycan regasify approximately 10% of its storage capacity per day. The Salley facility has no liquefying capabilities.

PSNC owns one LNG facility that stores the liquefied equivalent of 1.0 bcf of natural gas, can regasify approximately 10% of its storage capacity per day and can liquefy less than 1% of its storage capacity per day.

To meet the requirements of their high priority natural gas customers during periods of maximum demand, either from their generation facilities or through purchased power contracts. As of December 31, 2016, Dominion Generation’s total utilitySCE&G and merchant generating capacity was approximately 26,400 MW.

 

 

3341


 



 

ThePSNC have contracted for approximately 6 bcf of natural gas storage capacity on the systems of Southern Natural Gas Company and Transco.

Dominion Energy acquired through the SCANA Combination total utility generating capacity of approximately 6,000 MW, as detailed in the following tables list Dominion Generation’s utility and merchant generating units and capability, as of December 31, 2016:

VIRGINIA POWER UTILITY GENERATION(1)table:

 

Plant  Location   

Net Summer

Capability (MW)

  

Percentage

Net Summer

Capability

 

Gas

     

Brunswick County (CC)

   Brunswick County, VA     1,376   

Warren County (CC)

   Warren County, VA     1,342   

Ladysmith (CT)

   Ladysmith, VA     783   

Remington (CT)

   Remington, VA     608   

Bear Garden (CC)

   Buckingham County, VA     590   

Possum Point (CC)

   Dumfries, VA     573   

Chesterfield (CC)

   Chester, VA     397   

Elizabeth River (CT)

   Chesapeake, VA     348   

Possum Point

   Dumfries, VA     316   

Bellemeade (CC)

   Richmond, VA     267   

Bremo

   Bremo Bluff, VA     227   

Gordonsville Energy (CC)

   Gordonsville, VA     218   

Gravel Neck (CT)

   Surry, VA     170   

Darbytown (CT)

   Richmond, VA     168   

Rosemary (CC)

   Roanoke Rapids, NC     165      

Total Gas

     7,548    35

Coal

     

Mt. Storm

   Mt. Storm, WV     1,629   

Chesterfield

   Chester, VA     1,267   

Virginia City Hybrid Energy Center

   Wise County, VA     610   

Clover

   Clover, VA     439(2)  

Yorktown(3)

   Yorktown, VA     323   

Mecklenburg

   Clarksville, VA     138      

Total Coal

     4,406    21  

Nuclear

     

Surry

   Surry, VA     1,676   

North Anna

   Mineral, VA     1,672(4)     

Total Nuclear

     3,348    15  

Oil

     

Yorktown

   Yorktown, VA     790   

Possum Point

   Dumfries, VA     786   

Gravel Neck (CT)

   Surry, VA     198   

Darbytown (CT)

   Richmond, VA     168   

Possum Point (CT)

   Dumfries, VA     72   

Chesapeake (CT)

   Chesapeake, VA     51   

Low Moor (CT)

   Covington, VA     48   

Northern Neck (CT)

   Lively, VA     47      

Total Oil

     2,160    10  

Hydro

     

Bath County

   Warm Springs, VA     1,808(5)  

Gaston

   Roanoke Rapids, NC     220   

Roanoke Rapids

   Roanoke Rapids, NC     95   

Other

   Various     3      

Total Hydro

     2,126    10  

Biomass

     

Pittsylvania

   Hurt, VA     83   

Altavista

   Altavista, VA     51   

Polyester

   Hopewell, VA     51   

Southampton

   Southampton, VA     51      

Total Biomass

     236    1  

Solar

     

Whitehouse Solar

   Louisa County, VA     20   

Woodland Solar

   Isle of Wight County, VA     19   

Scott Solar

   Powhatan County, VA     17      

Total Solar

     56      

Various

     

Mt. Storm (CT)

   Mt. Storm, WV     11      
         19,891      

Power Purchase Agreements

        1,764    8  

Total Utility Generation

        21,655    100
Plant  Location  

Net Summer

Capability (MW)

  

Percentage

Net Summer

Capability

 

Gas

     

Jasper (CC)

  Hardeeville, SC   852(1)   

Columbia Energy Center (CC)

  Gaston, SC   504(1)   

Urquhart (CC)

  Beech Island, SC   458(1)   

McMeekin

  Irmo, SC   250  

Hagood (CT)

  Charleston, SC   126(1)   

Urquhart Unit 3

  Beech Island, SC   95  

Urquhart (CT)

  Beech Island, SC   87  

Parr (CT)

  Jenkinsville, SC   60(1)   

Williams (CT)

  Goose Creek, SC   40(1)   

Coit (CT)

  Columbia, SC   26(1)   

Hardeeville (CT)

  Hardeeville, SC   9     

Total Gas

     2,507   42

Coal

     

Wateree

  Eastover, SC   684  

Williams

  Goose Creek, SC   605  

Cope

  Cope, SC   415(2)      

Total Coal

     1,704   28 

Hydro

     

Fairfield

  Jenkinsville, SC   576  

Saluda

  Irmo, SC   198  

Other

  Various   18     

Total Hydro

     792   13 

Nuclear

     

Summer(1)

  Jenkinsville, SC   647(3)      

Total Nuclear

     647   11 

Power Purchase Agreements

      335   6 

Total Utility Generation

      5,985   100

Note: (CT) denotes combustion turbine and (CC) denotes combined cycle.

(1) Capable of burning fuel oil as a secondary source.

(2) Capable of burning natural gas as a secondary source.

(1)(3)The table excludes Virginia Power’s Morgans Corner solar facility located in Pasquotank County, NC which has a net summer capacity of 20 MW, as the facility is dedicated to serving anon-jurisdictional customer.
(2)

Excludes 50%33.3% undivided interest owned by ODEC.Santee Cooper.

(3)Coal-fired units are expected to be retired at Yorktown power station as early as 2017 as a result of the issuance of MATS.
(4)Excludes 11.6% undivided interest owned by ODEC.
(5)Excludes 40% undivided interest owned by Allegheny Generating Company, a subsidiary of Allegheny Energy, Inc.

 

3442    


 



 

DOMINION MERCHANT GENERATION

Plant  Location   

Net Summer

Capability (MW)

  

Percentage

Net Summer

Capability

 

Nuclear

     

Millstone

   Waterford, CT     2,001(1)     

Total Nuclear

     2,001    43

Gas

     

Fairless (CC)

   Fairless Hills, PA     1,240   

Manchester (CC)

   Providence, RI     468      

Total Gas

     1,708    36  

Solar(2)

     

Escalante I, II and III

   Beaver County, UT     120(3)  

Amazon Solar Farm U.S. East

   Oak Hall, VA     80   

Granite Mountain East and West

   Iron County, UT     65(3)  

Summit Farms Solar

   Moyock, NC     60   

Enterprise

   Beaver County, UT     40(3)  

Iron Springs

   Iron County, UT     40(3)  

Pavant Solar

   Holden, UT     34(4)  

Camelot Solar

   Mojave, CA     30(4)  

Indy I, II and III

   Indianapolis, IN    20(4)  

Cottonwood Solar

   Kings and Kern counties, CA     16(4)  

Alamo Solar

   San Bernardino, CA     13(4)  

Maricopa West Solar

   Kern County, CA     13(4)  

Imperial Valley 2 Solar

   Imperial, CA     13(4)  

Richland Solar

   Jeffersonville, GA     13(4)  

CID Solar

   Corcoran, CA     13(4)  

Kansas Solar

   Lenmore, CA     13(4)  

Kent South Solar

   Lenmore, CA     13(4)  

Old River One Solar

   Bakersfield, CA     13(4)  

West Antelope Solar

   Lancaster, CA     13(4)  

Adams East Solar

   Tranquility, CA     13(4)  

Catalina 2 Solar

   Kern County, CA     12(4)  

Mulberry Solar

   Selmer, TN     11(4)  

Selmer Solar

   Selmer, TN     11(4)  

Columbia 2 Solar

   Mojave, CA     10(4)  

Azalea Solar

   Davisboro, GA     5(4)  

Somers Solar

   Somers, CT     3(4)     

Total Solar

     687    15  

Wind

     

Fowler Ridge(5)

   Benton County, IN     150(6)  

NedPower(5)

   Grant County, WV     132(7)     

Total Wind

     282    6  

Fuel Cell

     

Bridgeport Fuel Cell

   Bridgeport, CT     15      

Total Fuel Cell

        15      

Total Merchant Generation

        4,693    100

Note: (CC) denotes combined cycle.

(1)Excludes 6.53% undivided interest in Unit 3 owned by Massachusetts Municipal and Green Mountain.
(2)All solar facilities are alternating current.
(3)Excludes 50% noncontrolling interest owned by NRG.
(4)Excludes 33% noncontrolling interest owned by Terra Nova Renewable Partners. Dominion’s interest is subject to a lien securing SBL Holdco’s debt.
(5)Subject to a lien securing the facility’s debt.
(6)Excludes 50% membership interest owned by BP.
(7)Excludes 50% membership interest owned by Shell.

35



Item 3. Legal Proceedings

From time to time, the Companies are alleged to be in violation or in default under orders, statutes, rules or regulations relating to the environment, compliance plans imposed upon or agreed to by the Companies, or permits issued by various local, state and/or federal agencies for the construction or operation of facilities. Administrative proceedings may also be pending on these matters. In addition, in the ordinary course of business, the Companies and their subsidiaries are involved in various legal proceedings.

In January 2016, Virginia Power self-reported a release of mineral oil from the Crystal City substation and began extensive cleanup. In February 2016, Virginia Power received a notice of violation from the VDEQ relating to this matter. Virginia Power has assumed the role of responsible party and is continuing to cooperate with ongoing requirements for investigative and corrective action. In September 2016, Virginia Power received a proposed consent order from the VDEQ related to this matter. The order was signed by Virginia Power in October 2016 and approved by the Virginia State Water Control Board in December 2016. The order included a penalty of $260,000, which is inclusive of both the Crystal City substation oil release and an oil release from another Virginia Power facility in 2016. The portion of the penalty attributable to the other facility represents less than $100,000 of the total proposed penalty.

In December 2016, Wexpro received a notice of violation from the Wyoming Division of Air Quality in connection with an alleged non-compliance with an air quality permit and certain air quality regulations relating to Wexpro’s Church Buttes #63 well. The notice did not include a proposed penalty. Dominion is unable to evaluate the final outcome of this matter but it could result in a penalty in excess of $100,000.

See Notes 13 and 22 to the Consolidated Financial Statements andFuture Issues and Other Mattersin Item 7. MD&A, which information is incorporated herein by reference, for discussion of various legal, environmental and other regulatory proceedings to which the Companies are a party. See also Note 3 to the Consolidated Financial Statements, which information is incorporated herein by reference, for a discussion of various legal proceedings to which SCANA and SCE&G were a party to at the closing of the SCANA Combination.

 

 

Item 4. Mine Safety Disclosures

Not applicable.

 

3643


 



Executive Officers of Dominion

Energy

Information concerning the executive officers of Dominion Energy, each of whom is elected annually, is as follows:

 

Name and Age  Business Experience Past Five Years(1)

Thomas F. Farrell, II (62)(64)

  Chairman of the Board of Directors, President and CEO of Dominion Energy from April 2007 to date; Chairman and CEO of Dominion Midstream GP, LLC (the general partner of Dominion Midstream) from March 2014 to date and President from February 2015 to date; CEO of Dominion Gas from September 2013 to date and Chairman from March 2014 to date; Chairman and CEO of Virginia Power from February 2006 to date and Questar Gas from September 2016 to date.

Mark F. McGettrick (59)

Executive Vice President and CFO of Dominion from June 2009 to date, Dominion Midstream GP, LLC from March 2014 to date, Virginia Power from June 2009 to date, Dominion Gas from September 2013 to date, and Questar Gas from September 2016 to date.

Paul D. Koonce (57)Robert M. Blue (51)

  Executive Vice President and President & CEO—Dominion Generation Group of DominionPower Delivery from JanuaryMay 2017 to date; Executive Vice President and CEO—Dominion Generation Group of Dominion from January 2016 to December 2016; Executive Vice President and CEO—Energy Infrastructure Group of Dominion from February 2013 to December 2015; Executive Vice President of Dominion from April 2006 to February 2013; Executive Vice President of Dominion Midstream GP, LLC from March 2014 to December 2015; President and COO of Virginia Power from June 2009 to date; President of Dominion Gas from September 2013 to December 2015.

Robert M. Blue (49)

Senior Vice President and President & CEO—Dominion Virginia Power of DominionDelivery from January 2017 to date; President and COO of Virginia Power from January 2017 to date;May 2017; Senior Vice President—Law, Regulation & Policy of Dominion, Dominion Gas and Dominion Midstream GP, LLC from February 2016 to December 2016 and Questar Gas from September 2016 to December 2016; President of Virginia Power from January 2016 to December 2016; Senior Vice President—Regulation, Law, Energy Solutions and Policy of Dominion and Dominion Gas from May 2015 to January 2016 and Dominion Midstream GP, LLC from July 2015 to January 2016; Senior Vice President—Regulation, Law, Energy Solutions and Policy of Virginia Power from May 2015 to December 2015; President of Virginia Power from January 2014 to May 2015;2015.

James R. Chapman (49)

Executive Vice President, Chief Financial Officer and Treasurer from January 2019 to date; Senior VicePresident-Law, Public Policy President, Chief Financial Officer and Environment of DominionTreasurer from November 2018 to December 2018; Senior Vice President—Mergers & Acquisitions and Treasurer from February 2016 to October 2018; Vice President—Corporate Finance and Mergers & Acquisitions and Assistant Treasurer from May 2015 to January 2016; Vice President—Corporate Finance and Mergers & Acquisitions from January 20112015 to May 2015; Assistant Treasurer from October 2013 to December 2013.2014.

Paul D. Koonce (59)

Executive Vice President and President & CEO—Power Generation from January 2017 to date; Executive Vice President and CEO—Power Generation from January 2016 to December 2016; Executive Vice President and CEO—Gas Infrastructure from February 2013 to December 2015.

Diane Leopold (50)(52)

  Executive Vice President and President & CEO—Gas Infrastructure from May 2017 to date; Senior Vice President and President & CEO—Dominion Energy of Dominion and Dominion Midstream GP, LLCGas Infrastructure from January 2017 to date;May 2017; President of Dominion Gas from January 2017 to date; President of DTI,DETI, East Ohio and Dominion Cove Point, Inc. from January 2014 to date; Senior Vice President of DTI from April 2012 to December 2013; Senior Vice President—Business Development & Generation Construction of Virginia Power from April 2009 to March 2012.date.

Mark O. Webb (52)P. Rodney Blevins (54)

President & Chief Executive Officer—Southeast Energy from January 2019 to date; Senior Vice President and Chief Information Officer from January 2014 to December 2018.

Carlos M. Brown (44)

Senior Vice President and General Counsel from January 2019 to date; Vice President and General Counsel from January 2017 to December 2018; Deputy General Counsel—Litigation, Labor, and Employment of DES from July 2016 to December 2016; Director—Power Generation Station II of DES from July 2015 to June 2016; Director—Alternative Energy Solutions Business Development & Commercialization of DES from January 2013 to June 2015.

William L. Murray (51)

  Senior Vice President—Corporate Affairs and Chief Legal Officer& Communications from February 2019 to date; Vice President—State & Electric Public Policy of Dominion, Virginia Power, Dominion Gas, Dominion Midstream GP, LLC, and Questar GasDES from JanuaryMay 2017 to date;January 2019; Senior Vice President, General Counsel and Chief Risk OfficerPolicy Director—Public Policy of Dominion, Virginia Power and Dominion GasDES from MayApril 2016 to December 2016; Senior Vice President and General CounselMay 2017; Managing Director—Corporate Public Policy of Dominion Midstream GP, LLCDES from May 2016June 2007 to December 2016 and Questar Gas from September 2016 to December 2016; Vice President, General Counsel and Chief Risk Officer of Dominion, Virginia Power and Dominion Gas from January 2014 to May 2016; Vice President and General Counsel of Dominion Midstream GP, LLC from March 2014 to May 2016; Vice President and General Counsel of Dominion and Virginia Power from January 2013 to December 2013, and Dominion Gas from September 2013 to December 2013; Deputy General Counsel of DRS from July 2011 to December 2012.2016.

Michele L. Cardiff (49)(51)

  Vice President, Controller and CAO of Dominion and Virginia Power from April 2014 to date, Dominion Gas and Dominion Midstream GP, LLC from March 2014 to date and Questar Gas from September 2016 to date; Vice President—Accounting of DRSDES from January 2014 to March 2014; Vice President and General Auditor of DRS from September 2012 to December 2013; Controller of Virginia Power from June 2009 to August 2012.

David A. Heacock (59)

President of Virginia Power from June 2009 to date and CNO from June 2009 to September 2016. Mr. Heacock will retire effective March 1, 2017.2014.

 

(1)

All positions held at Dominion Energy, unless otherwise noted. Any service listed for Virginia Power, Dominion Midstream GP, LLC, Dominion Gas, DTI,DETI, East Ohio, Dominion Cove Point, Inc., Questar Gas and DRSDES reflects service at a subsidiary of Dominion.Dominion Energy.

 

44   37



Part II

 

 

Part II

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Dominion Energy

Dominion’sDominion Energy’s common stock is listed on the NYSE.NYSE under the ticker symbol D. At January 31, 2017,February 15, 2019, there were approximately 126,500137,000 record holders of Dominion’sDominion Energy’s common stock. The number of record holders is comprised of individual shareholder accounts maintained on Dominion’sDominion Energy’s transfer agent records and includes accounts with shares held in (1) certificate form, (2) book-entry in the Direct Registration System and (3) book-entry under Dominion Energy Direct®. Discussions of expected dividend payments and restrictions on Dominion’s payment of dividends required by this Item are contained inLiquidity and Capital Resources in Item 7. MD&A and Notes 17 and 20 to the Consolidated Financial Statements. Cash dividends were paid quarterly in 2016 and 2015. Quarterly information concerning stock prices and dividends is disclosed in Note 26 to the Consolidated Financial Statements, which information is incorporated herein by reference.&A.

The following table presents certain information with respect to Dominion’sDominion Energy’s common stock repurchases during the fourth quarter of 2016:2018:

 

DOMINION PURCHASES OF EQUITY SECURITIES 
Period  

Total

Number

of Shares

Purchased(1)

   

Average

Price

Paid per

Share(2)

   

Total Number

of Shares 

Purchased as Part

of Publicly Announced

Plans or Programs

   

Maximum Number (or

Approximate Dollar Value)

of Shares that May

Yet Be Purchased under the

Plans or Programs(3)

 

10/1/2016-10/31/16

   233    $74.27     N/A    19,629,059 shares/$1.18 billion  

11/1/2016-11/30/16

             N/A    19,629,059 shares/$1.18 billion  

12/1/2016-12/31/16

   2,728     73.31     N/A    19,629,059 shares/$1.18 billion  

Total

   2,961    $73.38     N/A    19,629,059 shares/$1.18 billion  
DOMINION ENERGY PURCHASES OF EQUITY SECURITIES
Period  

Total

Number

of Shares

(or Units)

Purchased(1)

   

Average

Price Paid
per Share

(or Unit)(2)

   

Total Number

of Shares (or Units)

Purchased as Part

of Publicly Announced
Plans or Programs

   

Maximum Number (or

Approximate Dollar Value)
of Shares (or Units) that May

Yet Be Purchased under the
Plans or Programs(3)

 

10/1/18-10/31/18

   27,800   $70.10       19,629,059 shares/$1.18 billion

11/1/18-11/30/18

   3,630    70.33       19,629,059 shares/$1.18 billion

12/1/18-12/31/18

   1,494    74.58       19,629,059 shares/$1.18 billion

Total

   32,924   $70.33       19,629,059 shares/$1.18 billion

 

(1)

23327,800, 3,630 and 2,7281,494 shares were tendered by employees to satisfy tax withholding obligations on vested restricted stock in October, November and December 2016,2018, respectively.

(2)

Represents the weighted-average price paid per share.

(3)

The remaining repurchase authorization is pursuant to repurchase authority granted by the Dominion Energy Board of Directors in February 2005, as modified in June 2007. The aggregate authorization granted by the Dominion Energy Board of Directors was 86 million shares (as adjusted to reflect atwo-for-one stock split distributed in November 2007) not to exceed $4 billion.

Virginia Power

There is no established public trading market for Virginia Power’s common stock, all of which is owned by Dominion. Potential restrictions on Virginia Power’s payment of dividends are discussed in Note 20 to the Consolidated Financial Statements. In the first through fourth quarters of 2015, Virginia Power declared and paid quarterly cash dividends of $149 million, $121 million, $146 million and $75 million. In 2016, no dividends were declared or paid given the sufficiency of operating and other cash flows at Dominion.Dominion Energy. Virginia Power intends to pay quarterly cash dividends in 20172019 but is neither required to nor restricted, from making such payments.

Dominion Gas

All of Dominion Gas’ membership interests are owned by Dominion. Potential restrictions on Dominion Gas’ payment of distributions are discussedexcept as described in Note 20 to the Consolidated Financial Statements. In the first through fourth quartersStatements, from making such payments.

Dominion Energy Gas

All of 2015, Dominion Energy Gas’ membership interests are owned by Dominion Energy. Dominion Energy Gas declared and paidintends to pay quarterly cash distributions of $96 million, $68 million, $80 million and $448 million. Dominion Gas declared and paid cash distributions of $150 milliondividends in 2019 but is neither required to nor restricted, except as described in Note 20 to the second quarter of 2016.Consolidated Financial Statements, from making such payments.

 

38   45


 



 

Item 6. Selected Financial Data

The following table should be read in conjunction with the Consolidated Financial Statements included in Item 8. Financial Statements and Supplementary Data.

Beginning in 2019, Dominion Energy’s result of operations will include the results of operations of SCANA. Additionally, in connection with the SCANA Combination, SCE&G will provide refunds and restitution of $2.0 billion over 20 years with capital support from Dominion Energy as well as exclude from rate recovery $2.4 billion of costs related to the NND Project and $180 million of costs associated with the purchase of the Columbia Energy Center power station. See Note 3 to the Consolidated Financial Statements for further information including charges expected to be recognized in the first quarter of 2019.

DOMINION ENERGY

 

Year Ended December 31,  2016(1)   2015   2014(2)   2013(3)  2012(4) 
(millions, except per share amounts)                   

Operating revenue

  $11,737    $11,683    $12,436    $13,120   $12,835  

Income from continuing operations, net of tax(5)

   2,123     1,899     1,310     1,789    1,427  

Loss from discontinued operations, net of tax(5)

                  (92  (1,125

Net income attributable to Dominion

   2,123     1,899     1,310     1,697    302  

Income from continuing operations before loss from discontinued operations per common share-basic

   3.44     3.21     2.25     3.09    2.49  

Net income attributable to Dominion per common share-basic

   3.44     3.21     2.25     2.93    0.53  

Income from continuing operations before loss from discontinued operations per common share-diluted

   3.44     3.20     2.24     3.09    2.49  

Net income attributable to Dominion per common share-diluted

   3.44     3.20     2.24     2.93    0.53  

Dividends declared per common share

   2.80     2.59     2.40     2.25    2.11  

Total assets(6)

   71,610     58,648     54,186     49,963    46,711  

Long-term debt(6)

   30,231     23,468     21,665     19,199    16,736  
Year Ended December 31,  2018(1)   2017(2)   2016(3)   2015   2014(4) 
(millions, except per share amounts)                    

Operating revenue

  $13,366   $12,586   $11,737   $11,683   $12,436 

Net income attributable to Dominion Energy

   2,447    2,999    2,123    1,899    1,310 

Net income attributable to Dominion Energy per common share-basic

   3.74    4.72    3.44    3.21    2.25 

Net income attributable to Dominion Energy per common share-diluted

   3.74    4.72    3.44    3.20    2.24 

Dividends declared per common share

   3.340    3.035    2.80    2.59    2.40 

Total assets

   77,914    76,585    71,610    58,648    54,186 

Long-term debt(5)

   31,144    30,948    30,231    23,468    21,665 

 

(1)

Includes $568 millionafter-tax gains on sales of certain merchant generation facilities and equity method investments partially offset by $164 millionafter-tax charge related to the impairment of certain gathering and processing assets and a $160 millionafter-tax charge associated with Virginia legislation enacted in March 2018 that requiredone-time rate credits of certain amounts to utility customers.

(2)

Includes $851 million of tax benefits resulting from the remeasurement of deferred income taxes to the new corporate income tax rate, partially offset by $96 million ofafter-tax charges associated with equity method investments in wind-powered generation facilities.

(3)

Includes a $122 millionafter-tax charge related to future ash pond and landfill closure costs at certain utility generation facilities.

(2)(4)

Includes $248 million ofafter-tax charges associated with Virginia legislation enacted in April 2014 relating to the development of a third nuclear unit located at North Anna and offshore wind facilities, a $193 millionafter-tax charge related to Dominion’sDominion Energy’s restructuring of its producer services business and a $174 millionafter-tax charge associated with the Liability Management Exercise.

(3)Includes a $109 millionafter-tax charge related to Dominion’s restructuring of its producer services business ($76 million) and an impairment of certain natural gas infrastructure assets ($33 million). Also in 2013, Dominion recorded a $92 millionafter-tax net loss from the discontinued operations of Brayton Point and Kincaid.
(4)Includes a $1.1 billionafter-tax loss from discontinued operations, including impairment charges, of Brayton Point and Kincaid and a $303 millionafter-tax charge primarily resulting from management’s decision to cease operations and begin decommissioning Kewaunee in 2013.

(5)

Amounts attributable to Dominion’s common shareholders.Includes capital leases.

(6)As discussed in Note 2 to the Consolidated Financial Statements, prior period amounts have been reclassified to conform to the 2016 presentation.

 

46   39



Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

 

MD&A discusses Dominion’sDominion Energy’s results of operations and general financial condition and Virginia Power’sPower and Dominion Energy Gas’ results of operations. MD&A should be read in conjunction with Item 1. Business and the Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data. Virginia Power and Dominion Energy Gas meet the conditions to file under the reduced disclosure format, and therefore have omitted certain sections of MD&A.

 

 

CONTENTSOF MD&A

MD&A consists of the following information:

Forward-Looking Statements
Accounting Matters—Dominion Energy
Dominion Energy
Results of Operations
Segment Results of Operations
Virginia Power
Results of Operations
Dominion Energy Gas
Results of Operations
Liquidity and Capital Resources—Dominion Energy
Future Issues and Other Matters—Dominion Energy

 

 

FORWARD-LOOKING STATEMENTS

This report contains statements concerning the Companies’ expectations, plans, objectives, future financial performance and other statements that are not historical facts. These statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In most cases, the reader can identify these forward-looking statements by such words as “anticipate,” “estimate,” “forecast,” “expect,” “believe,” “should,” “could,” “plan,” “may,” “continue,” “target” or other similar words.

The Companies make forward-looking statements with full knowledge that risks and uncertainties exist that may cause actual results to differ materially from predicted results. Factors that may cause actual results to differ are often presented with the forward-looking statements themselves. Additionally, other factors may cause actual results to differ materially from those indicated in any forward-looking statement. These factors include but are not limited to:

Unusual weather conditions and their effect on energy sales to customers and energy commodity prices;
Extreme weather events and other natural disasters, including, but not limited to, hurricanes, high winds, severe storms, earthquakes, flooding and changes in water temperatures and availability that can cause outages and property damage to facilities;

Federal, state and local legislative and regulatory developments, including changes in federal and state tax laws and regulations;

Changes to federal, state and local environmental laws and regulations, including those related to climate change, the tightening of emission or discharge limits for GHGs and other emissions,substances, more extensive permitting requirements and the regulation of additional substances;
Cost of environmental compliance, including those costs related to climate change;

Changes in implementation and enforcement practices of regulators relating to environmental standards and litigation exposure for remedial activities;

Difficulty in anticipating mitigation requirements associated with environmental and other regulatory approvals;approvals or related appeals;

Risks associated with the operation of nuclear facilities, including costs associated with the disposal of spent nuclear fuel, decommissioning, plant maintenance and changes in existing regulations governing such facilities;

Unplanned outages at facilities in which the Companies have an ownership interest;

Fluctuations in energy-related commodity prices and the effect these could have on Dominion’sDominion Energy and Dominion Energy Gas’ earnings and the Companies’ liquidity position and the underlying value of their assets;

Counterparty credit and performance risk;

Global capital market conditions, including the availability of credit and the ability to obtain financing on reasonable terms;

Risks associated with Virginia Power’s membership and participation in PJM, including risks related to obligations created by the default of other participants;

Fluctuations in the value of investments held in nuclear decommissioning trusts by Dominion Energy and Virginia Power and in benefit plan trusts by Dominion Energy and Dominion Energy Gas;

Fluctuations in interest rates or foreign currency exchange rates;

Changes in rating agency requirements or credit ratings and their effect on availability and cost of capital;

Changes in financial or regulatory accounting principles or policies imposed by governing bodies;

Employee workforce factors including collective bargaining agreements and labor negotiations with union employees;

Risks of operating businesses in regulated industries that are subject to changing regulatory structures;

Impacts of acquisitions, including the recently completed Dominion QuestarSCANA Combination, divestitures, transfers of assets to joint ventures or Dominion Midstream, including the recently completed contribution of Questar Pipeline to Dominion Midstream, and retirements of assets based on asset portfolio reviews;
Receipt of approvals for, and timing of, closing dates for acquisitions and divestitures;

The timing and execution of Dominion Midstream’s growth strategy;

Changes in rules for RTOs and ISOs in which Dominion Energy and Virginia Power participate, including changes in rate designs, changes in FERC’s interpretation of market rules and new and evolving capacity models;

Political and economic conditions, including inflation and deflation;

Domestic terrorism and other threats to the Companies’ physical and intangible assets, as well as threats to cybersecurity;

Changes in demand for the Companies’ services, including industrial, commercial and residential growth or decline in the Companies’ service areas, changes in supplies of natural gas delivered to Dominion Energy and Dominion Energy Gas’ pipeline and processing systems, failure to maintain or replace customer contracts on favorable terms, changes in customer growth or usage patterns, including as a result of

 

 

40   47


Management’s Discussion and Analysis of Financial Condition and Results of Operations, Continued

 



 

 

  

contracts on favorable terms, changes in customer growth or usage patterns, including as a result of energy conservation programs, the availability of energy efficient devices and the use of distributed generation methods;

Additional competition in industries in which the Companies operate, including in electric markets in which Dominion’sDominion Energy’s merchant generation facilities operate and potential competition from the development and deployment of alternative energy sources, such as self-generation and distributed generation technologies, and availability of market alternatives to large commercial and industrial customers;
Competition in the development, construction and ownership of certain electric transmission facilities in Dominion Energy and Virginia Power’s service territoryterritories in connection with FERC Order 1000;

Changes in technology, particularly with respect to new, developing or alternative sources of generation and smart grid technologies;

Changes to regulated electric rates collected by Dominion Energy and Virginia Power and regulated gas distribution, transportation and storage rates, including LNG storage, collected by Dominion Energy and Dominion Energy Gas;

Changes in operating, maintenance and construction costs;

Timing and receipt of regulatory approvals necessary for planned construction or expansiongrowth projects and compliance with conditions associated with such regulatory approvals;

The inability to complete planned construction, conversion or expansiongrowth projects at all, or with the outcomes or within the terms and time frames initially anticipated;anticipated, including as a result of increased public involvement or intervention in such projects;

Adverse outcomes in litigation matters or regulatory proceedings;proceedings, including matters acquired in the SCANA Combination; and

The impact of operational hazards, including adverse developments with respect to pipeline and plant safety or integrity, equipment loss, malfunction or failure, operator error, and other catastrophic events.

Additionally, other risks that could cause actual results to differ from predicted results are set forth in Item 1A. Risk Factors.

The Companies’ forward-looking statements are based on beliefs and assumptions using information available at the time the statements are made. The Companies caution the reader not to place undue reliance on their forward-looking statements because the assumptions, beliefs, expectations and projections about future events may, and often do, differ materially from actual results. The Companies undertake no obligation to update any forward-looking statement to reflect developments occurring after the statement is made.

 

 

ACCOUNTING MATTERS

Critical Accounting Policies and Estimates

Dominion Energy has identified the following accounting policies, including certain inherent estimates, that as a result of the judgments, uncertainties, uniqueness and complexities of the underlying accounting standards and operations involved, could result in material changes to its financial condition or results of operations under different conditions or using different assumptions. Dominion Energy has discussed the development, selection

and disclosure of each of these policies with the Audit Committee of its Board of Directors.

ACCOUNTINGFOR REGULATED OPERATIONS

The accounting for Dominion’sDominion Energy’s regulated electric and gas operations differs from the accounting for nonregulated operations in that Dominion Energy is required to reflect the effect of rate regulation in its Consolidated Financial Statements. For regulated businesses subject to federal or statecost-of-service rate regulation, regulatory practices that assign costs to accounting periods may differ from accounting methods generally applied by nonregulated companies. When it is probable that regulators will permit the recovery of current costs through future rates charged to customers, these costs that otherwise would be expensed by nonregulated companies are deferred as regulatory assets. Likewise, regulatory liabilities are recognized when it is probable that regulators will require customer refunds through future rates or when revenue is collected from customers for expenditures that have yet to be incurred. Generally, regulatory assets and liabilities are amortized into income over the period authorized by the regulator.

Dominion Energy evaluates whether or not recovery of its regulatory assets through future rates is probable and makes various assumptions in its analysis. The expectations of future recovery are generally based on orders issued by regulatory commissions, legislation or historical experience, as well as discussions with applicable regulatory authorities and legal counsel. If recovery of a regulatory asset is determined to be less than probable, it will be written off in the period such assessment is made. See Notes 12 and 13 to the Consolidated Financial Statements for additional information.

ASSET RETIREMENT OBLIGATIONS

Dominion Energy recognizes liabilities for the expected cost of retiring tangible long-lived assets for which a legal obligation exists and the ARO can be reasonably estimated. These AROs are recognized at fair value as incurred or when sufficient information becomes available to determine fair value and are generally capitalized as part of the cost of the related long-lived assets. In the absence of quoted market prices, Dominion Energy estimates the fair value of its AROs using present value techniques, in which it makes various assumptions including estimates of the amounts and timing of future cash flows associated with retirement activities, credit-adjusted risk free rates and cost escalation rates. The impact on measurements of new AROs or remeasurements of existing AROs, using different cost escalation or credit-adjusted risk free rates in the future, may be significant. When Dominion Energy revises any assumptions used to calculate the fair value of existing AROs, it adjusts the carrying amount of both the ARO liability and the related long-lived asset for assets that are in service; for assets that have ceased operations, Dominion Energy adjusts the carrying amount of the ARO liability with such changes recognized in income. Dominion Energy accretes the ARO liability to reflect the passage of time. In 2016,2018, Dominion Energy recorded an increase in AROs of $449$140 million primarily related to future ash pond and landfill closure costs at certain utility generation facilities and the Dominion Questar Combination.facilities. See Note 22 to the Consolidated Financial Statements for additional information.

48


In 2018, 2017 and 2016, 2015 and 2014, Dominion Energy recognized $104$119 million, $93$117 million and $81$104 million, respectively, of accretion, and expects to recognize $117approximately $145 million in 2017.2019. Dominion Energy records accretion and depreciation associated with utility nuclear decommissioning AROs and regulated pipeline replacement

41



Management’s Discussion and Analysis of Financial Condition and Results of Operations, Continued

AROs as an adjustment to the regulatory liabilities related to these items.

A significant portion of Dominion’sDominion Energy’s AROs relates to the future decommissioning of its merchant and utility nuclear facilities. These nuclear decommissioning AROs are reported in the DominionPower Generation segment. Subsequent to the SCANA Combination, SCANA’s nuclear decommissioning AROs will be reported in the Southeast Energy segment. At December 31, 2016, Dominion’s2018, Dominion Energy’s nuclear decommissioning AROs totaled $1.5$1.6 billion, representing approximately 60%62% of its total AROs. Subsequent to the SCANA Combination, Dominion Energy’s nuclear decommissioning AROs will total approximately $1.8 billion, representing approximately 55% of its total AROs. Based on their significance, the following discussion of critical assumptions inherent in determining the fair value of AROs relates to those associated with Dominion’sDominion Energy’s nuclear decommissioning obligations.

Dominion Energy obtains from third-party specialists periodic site-specific base year cost studies in order to estimate the nature, cost and timing of planned decommissioning activities for its nuclear plants. These cost studies are based on relevant information available at the time they are performed; however, estimates of future cash flows for extended periods of time are by nature highly uncertain and may vary significantly from actual results. In addition, Dominion’sDominion Energy’s cost estimates include cost escalation rates that are applied to the base year costs. Dominion Energy determines cost escalation rates, which represent projected cost increases over time due to both general inflation and increases in the cost of specific decommissioning activities, for each nuclear facility. The selection of these cost escalation rates is dependent on subjective factors which are considered to be critical assumptions.

INCOME TAXES

Judgment and the use of estimates are required in developing the provision for income taxes and reporting oftax-related assets and liabilities. The interpretation of tax laws, including the provisions of the 2017 Tax Reform Act, involves uncertainty, since tax authorities may interpret the laws differently. In addition, the states in which the Companies operate may or may not conform to some or all the provisions in the 2017 Tax Reform Act. Ultimate resolution or clarification of income tax matters may result in favorable or unfavorable impacts to net income and cash flows, and adjustments totax-related assets and liabilities could be material.

Given the uncertainty and judgment involved in the determination and filing of income taxes, there are standards for recognition and measurement in financial statements of positions taken or expected to be taken by an entity in its income tax returns. Positions taken by an entity in its income tax returns that are recognized in the financial statements must satisfy amore-likely-than-not recognition threshold, assuming that the position will be examined by tax authorities with full knowledge of all relevant information. At December 31, 2016,2018, Dominion Energy had $64 millionof

$44 million of unrecognized tax benefits. Changes in these unrecognized tax benefits may result from remeasurement of amounts expected to be realized, settlements with tax authorities and expiration of statutes of limitations.

Deferred income tax assets and liabilities are recorded representing future effects on income taxes for temporary differences between the bases of assets and liabilities for financial reporting and tax purposes. Dominion Energy evaluates quarterly the probability of realizing deferred tax assets by considering current and historical financial results, expectations for future taxable income and the availability of tax planning strategies that can be implemented, if necessary, to realize deferred tax assets. Failure to achieve forecasted taxable income or successfully implement tax planning strategies may affect the realization of deferred tax assets. Dominion Energy establishes a valuation allowance when it ismore-likely-than-not that all or a portion of a deferred tax asset will not be

realized. At December 31, 2016,2018, Dominion Energy had established $135 millionof$158 million of valuation allowances.

The 2017 Tax Reform Act included a broad range of tax reform provisions affecting the Companies, including changes in corporate tax rates and business deductions. Many of these provisions differ significantly from prior U.S. tax law, resulting in pervasive financial reporting implications for the Companies. The 2017 Tax Reform Act included significant changes to the Internal Revenue Code of 1986, including amendments which significantly change the taxation of individuals and business entities and included specific provisions related to regulated public utilities including Dominion Energy subsidiaries Questar Gas, Hope, and SCE&G and PSNC, following the SCANA Combination, Virginia Power and Dominion Energy Gas’ subsidiaries DETI and East Ohio. The more significant changes that impact the Companies included in the 2017 Tax Reform Act are (i) reducing the corporate federal income tax rate from 35% to 21%; (ii) effective in 2018, limiting the deductibility of interest expense to 30% of adjusted taxable income for certain businesses with any disallowed interest allowed to be carried forward indefinitely; (iii) permitting 100% expensing (100% bonus depreciation) for certain qualified property; (iv) eliminating the deduction for qualified domestic production activities; and (v) limiting the utilization of net operating losses arising after December 31, 2017 to 80% of taxable income with an indefinite carryforward. The specific provisions related to regulated public utilities in the 2017 Tax Reform Act generally allow for the continued deductibility of interest expense, the exclusion from full expensing for tax purposes of certain property acquired and placed in service after September 27, 2017 and continued certain rate normalization requirements for accelerated depreciation benefits.

At the date of enactment, the Companies’ deferred taxes were remeasured based upon the new tax rate expected to apply when temporary differences are realized or settled. For regulated operations, many of the changes in deferred taxes represented amounts probable of collection from or refund to customers, and were recorded as either an increase to a regulatory asset or liability. The 2017 Tax Reform Act included provisions that stipulate how these excess deferred taxes may be passed back to customers for certain accelerated tax depreciation benefits. Potential refunds of other deferred taxes will be determined by the Companies’ regulators. For nonregulated operations, the changes in deferred taxes were recorded as an adjustment to deferred tax expense.

49


Management’s Discussion and Analysis of Financial Condition and Results of Operations, Continued

ACCOUNTINGFOR DERIVATIVE CONTRACTSAND OFTHERINANCIAL INSTRUMENTS ATAT FAIR VALUE

Dominion Energy uses derivative contracts such as physical and financial forwards, futures, swaps, options and FTRs to manage commodity, interest rate and foreign currency exchange rate risks of its business operations. Derivative contracts, with certain exceptions, are reported in the Consolidated Balance Sheets at fair value. Accounting requirements for derivatives and related hedging activities are complex and may be subject to further clarification by standard-setting bodies. The majority of investments held in Dominion’sDominion Energy’s nuclear decommissioning and rabbi trusts and pension and other postretirement funds are also subject to fair value accounting. See Notes 6 and 21 to the Consolidated Financial Statements for further information on these fair value measurements.

Fair value is based on actively-quoted market prices, if available. In the absence of actively-quoted market prices, management seeks indicative price information from external sources, including broker quotes and industry publications. When evaluating pricing information provided by brokers and other pricing services, Dominion Energy considers whether the broker is willing and able to trade at the quoted price, if the broker quotes are based on an active market or an inactive market and the extent to which brokers are utilizing a particular model if pricing is not readily available. If pricing information from external sources is not available, or if Dominion Energy believes that observable pricing information is not indicative of fair value, judgment is required to develop the estimates of fair value. In those cases, Dominion Energy must estimate prices based on available historical and near-term future price information and use of statistical methods, including regression analysis, that reflect its market assumptions.

Dominion Energy maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value.

USE OOFF ESTIMATESIN GOODWILL IMPAIRMENT TESTING

As of December 31, 2016,2018, Dominion Energy reported $6.4 billion of goodwill in its Consolidated Balance Sheet. A significant portion resulted from the acquisition of the former CNG in 2000 and the Dominion Energy Questar Combination in 2016. As discussed in Note 3 to the Consolidated Financial Statements, Dominion Energy expects to reflect a significant amount of goodwill in connection with the SCANA Combination in its Consolidated Balance Sheet in the first quarter of 2019.

In April of each year, Dominion Energy tests its goodwill for potential impairment, and performs additional tests more frequently if an event occurs or circumstances change in the interim that wouldmore-likely-than-not reduce the fair value of a reporting unit below its carrying amount. The 2016, 20152018, 2017 and 20142016 annual tests and any interim tests did not result in the recognition of any goodwill impairment.

In general, Dominion Energy estimates the fair value of its reporting units by using a combination of discounted cash flows and other valuation techniques that use multiples of earnings for peer group companies and analyses of recent business combinations involving peer group companies. Fair value estimates are dependent on subjective factors such as Dominion’sDominion Energy’s estimate of future cash flows, the selection of appropriate discount and growth rates, and the selection of peer group companies and recent transactions. These underlying assumptions and estimates are made as of a point in time; subsequent modifications, particularlypartic-

ularly changes in

42



discount rates or growth rates inherent in Dominion’sDominion Energy’s estimates of future cash flows, could result in a future impairment of goodwill. Although Dominion Energy has consistently applied the same methods in developing the assumptions and estimates that underlie the fair value calculations, such as estimates of future cash flows, and based those estimates on relevant information available at the time, such cash flow estimates are highly uncertain by nature and may vary significantly from actual results. If the estimates of future cash flows used in the most recent tests had been 10% lower, the resulting fair values would have still been greater than the carrying values of each of those reporting units tested, indicating that no impairment was present.

See Note 11 to the Consolidated Financial Statements for additional information.

USEOF ESTIMATESIN LONG-LIVED ASSETAND EQUITY METHOD INVESTMENT IMPAIRMENT TESTING

Impairment testing for an individual or group of long-lived assets, or forincluding intangible assets with definite lives, and equity method investments is required when circumstances indicate those assets may be impaired. When ana long-lived asset’s carrying amount exceeds the undiscounted estimated future cash flows associated with the asset, the asset is considered impaired to the extent that the asset’s fair value is less than its carrying amount. When an equity method investment’s carrying amount exceeds its fair value, and the decline in value is deemed to be other-than-temporary, an impairment is recognized to the extent that the fair value is less than its carrying amount. Performing an impairment test on long-lived assets and equity method investments involves judgment in areas such as identifying if circumstances indicate an impairment may exist, identifying and grouping affected assets in the case of long-lived assets, and developing the undiscounted and discounted estimated future cash flows (used to estimate fair value in the absence of a market-based value) associated with the asset, including probability weighting such cash flows to reflect expectations about possible variations in their amounts or timing, expectations about operatingthe operations of the long-lived assets and equity method investments and the selection of an appropriate discount rate. When determining whether ana long-lived asset or asset group has been impaired, management groups assets at the lowest level that has identifiable cash flows. Although cash flow estimates are based on relevant information available at the time the estimates are made, estimates of future cash flows are, by nature, highly uncertain and may vary significantly from actual results. For example, estimates of future cash flows would contemplate factors which may change over time, such as the expected use of the asset or underlying assets of equity method investees, including future production and sales levels, expected fluctuations of prices of commodities sold and consumed and expected proceeds from dispositions. See NoteNotes 6 and 9 to the Consolidated Financial Statements for a discussion of impairments related to certain long-lived assets.assets and equity method investments.

As discussed inFuture Issues and Other Matters, delays in obtaining permits necessary for construction and construction delays due to judicial actions have impacted the estimated cost and schedule for the Atlantic Coast Pipeline Project. As a result, Dominion Energy evaluated the carrying amount of its equity

50


method investment in Atlantic Coast Pipeline for an other-than-temporary impairment and determined that it was not impaired. Any significant changes affecting the discounted cash flow estimates associated with the Atlantic Coast Pipeline Project, such as future unfavorable judicial actions resulting in further construction and in-service delays along with an increase in construction costs, could result in an impairment charge.

EMPLOYEE BENEFIT PLANS

Dominion Energy sponsors noncontributory defined benefit pension plans and other postretirement benefit plans for eligible active employees, retirees and qualifying dependents. The projected costs of providing benefits under these plans are dependent, in part, on historical information such as employee demographics, the level of contributions made to the plans and earnings on plan assets. Assumptions about the future, including the expected long-term rate of return on plan assets, discount rates applied to benefit obligations, mortality rates and the anticipated rate of increase in healthcare costs and participant compensation, also have a significant impact on employee benefit costs. The impact of changes in these factors, as well as differences between Dominion’s

Dominion Energy’s assumptions and actual experience, is generally recognized in the Consolidated Statements of Income over the remaining average service period of plan participants, rather than immediately.

The expected long-term rates of return on plan assets, discount rates, healthcare cost trend rates and mortality rates are critical assumptions. Dominion Energy determines the expected long-term rates of return on plan assets for pension plans and other postretirement benefit plans by using a combination of:

Expected inflation and risk-free interest rate assumptions;

 

Historical return analysis to determine long termlong-term historic returns as well as historic risk premiums for various asset classes;

 

Expected future risk premiums, asset classes’ volatilities and correlations;

Forecasts of an independent investment advisor;

 

Forward-looking return expectations derived from the yield on long-term bonds and the expected long-term returns of major stockcapital market indices;assumptions; and

 

Investment allocation of plan assets. The strategic target asset allocation for Dominion’sDominion Energy’s pension funds is 28% U.S. equity, 18%non-U.S. equity, 35% fixed income, 3% real estate and 16% other alternative investments, such as private equity investments.

Strategic investment policies are established for Dominion’sDominion Energy’s prefunded benefit plans based upon periodic asset/liability studies. Factors considered in setting the investment policy include those mentioned above such as employee demographics, liability growth rates, future discount rates, the funded status of the plans and the expected long-term rate of return on plan assets. Deviations from the plans’ strategic allocation are a function of Dominion’sDominion Energy’s assessments regarding short-term risk and reward opportunities in the capital markets and/or short-term market movements which result in the plans’ actual asset allocations varying from the strategic target asset allocations. Through periodic rebalancing, actual allocations are brought back in line with the target.targets. Future asset/liability studies will focus on strategies to further reduce pension and other postretirement plan risk, while still achieving attractive levels of returns.

Dominion Energy developsnon-investment related assumptions, which are then compared to the forecasts of an independent investment advisor to ensure reasonableness. An internal committee selects the final assumptions. Dominion Energy calculated its pension cost using an expected long-term rate of return on plan assets assumption of 8.75% for 2016, 20152018, 2017 and 2014.2016. For 2017,2019, the expected long-term rate of return for pension cost assumption is 8.75%.8.65% for Dominion Energy’s plans held as of December 31, 2018. Dominion Energy calculated its other postretirement benefit cost using an expected long-term rate of return on plan assets assumption of 8.50% for 2016, 20152018, 2017 and 2014.2016. For 2017,2019, the expected long-term rate of return for other postretirement benefit cost assumption is 8.50%. The rate used in calculating other postretirement benefit cost is lower than the rate used in calculating pension cost because of differences in the relative amounts of various types of investments held as plan assets.

Dominion Energy determines discount rates from analyses of AA/Aa rated bonds with cash flows matching the expected payments to be made under its plans. The discount rates used to calculate pension cost and other postretirement benefit cost ranged from 3.80% to 3.81% for pension plans and 3.76% for other postretirement benefit plans in 2018, ranged from 3.31% to 4.50% for pension plans and 3.92% to 4.47% for other postretirement benefit plans in 2017 and ranged from 2.87% to 4.99% for pension plans and 3.56% to 4.94% for other postretirement benefit plans in 2016, were 4.40% in 2015,

43



Management’s Discussion and Analysis of Financial Condition and Results of Operations, Continued

ranged from 5.20% to 5.30% for pension plans and 4.20% to 5.10% for other postretirement benefit plans in 2014.2016. Dominion Energy selected a discount rate ranging from 3.31%4.42% to 4.50%4.43% for pension plans and ranging from 3.92%4.37% to 4.47%4.38% for other postretirement benefit plans for determining its December 31, 20162018 projected benefit obligations.

Dominion Energy establishes the healthcare cost trend rate assumption based on analyses of various factors including the specific provisions of its medical plans, actual cost trends experienced and projected, and demographics of plan participants. Dominion’sDominion Energy’s healthcare cost trend rate assumption as of December 31, 20162018 was 7.00%6.50% and is expected to gradually decrease to 5.00% by 20212025 and continue at that rate for years thereafter.

Mortality rates are developed from actual and projected plan experience for postretirement benefit plans. Dominion’sDominion Energy’s actuary conducts an experience study periodically as part of the process to select its best estimate of mortality. Dominion Energy considers both standard mortality tables and improvement factors as well as the plans’ actual experience when selecting a best estimate. During 2016, Dominion Energy conducted a new experience study as scheduled and, as a result, updated its mortality assumptions.

The following table illustrates the effect on cost of changing the critical actuarial assumptions previously discussed for Dominion Energy’s plans held as of December 31, 2018, while holding all other assumptions constant:

 

     Increase in Net Periodic Cost      Increase in Net Periodic Cost 
  

Change in

Actuarial

Assumption

 

Pension

Benefits

   

Other

Postretirement

Benefits

   

Change in

Actuarial

Assumption

 

Pension

Benefits

   

Other

Postretirement

Benefits

 
(millions, except percentages)                    

Discount rate

   (0.25)%  $18   $2    (0.25)%   $20    $  2 

Long-term rate of return on plan assets

   (0.25)%   18    4    (0.25)%   19    4 

Healthcare cost trend rate

   1 %   N/A    23    1 %   N/A    20 

51


Management’s Discussion and Analysis of Financial Condition and Results of Operations, Continued

In addition to the effects on cost, at December 31, 2016,2018, a 0.25% decrease in the discount rate would increase Dominion’sDominion Energy’s projected pension benefit obligation by $287 millionand$294 million and its accumulated postretirement benefit obligation by $43$37 million, while a 1.00% increase in the healthcare cost trend rate would increase its accumulated postretirement benefit obligation by $152$130 million.

See Note 21 to the Consolidated Financial Statements for additional information on Dominion’sDominion Energy’s employee benefit plans.

New Accounting Standards

See Note 2 to the Consolidated Financial Statements for a discussion of new accounting standards.

Dominion Energy

 

 

RESULTSOF OPERATIONS

Presented below is a summary of Dominion’sDominion Energy’s consolidated results:

 

Year Ended
December 31,
  2016   $ Change   2015   $ Change   2014   2018   $ Change 2017   $ Change   2016 
(millions, except EPS)                                      

Net Income attributable to Dominion

  $2,123   $224   $1,899   $589   $1,310 

Net Income attributable to Dominion Energy

  $ 2,447    $ (552)  $ 2,999    $ 876   $ 2,123 

Diluted EPS

   3.44    0.24    3.20    0.96    2.24    3.74    (0.98 4.72    1.28    3.44 

Overview

20162018VS. 20152017

Net income attributable to Dominion increased 12%Energy decreased 18%, primarily due to higherthe absence of benefits in 2017 resulting from the remeasurement of deferred income taxes to the new corporate income tax rate, an impairment charge on certain gathering and processing assets, a charge associated with Virginia legislation enacted in March 2018, decreased net investment earnings on nuclear decommissioning trust funds, lower renewable energy investment tax credits and the new PJM capacity performance market effective June 2016.a charge for disallowance of FERC-regulated plant. These increasesdecreases were partially offset by a decreasegains on the sales of certain merchant generation facilities and equity method investments, the commencement of commercial operations of the Liquefaction Project and the absence of charges associated with equity method investments in gainswind-powered generation facilities.

2017VS. 2016

Net income attributable to Dominion Energy increased 41%, primarily due to benefits resulting from agreementsthe remeasurement of deferred income taxes to convey shale development rights underneath several natural gas storage fieldsthe new corporate income tax rate, the Dominion Energy Questar Combination and an absence of charges related to future ash pond and landfill closure costs at certain utility generation facilities.

2015VS. 2014

Net income attributable to Dominion increased 45%, primarily due to the absence ofclosures. These increases were partially offset by lower renewable energy investment tax credits and charges associated with Virginia legislation enactedequity method investments in April 2014 relating to the development of a third nuclear unit located at North Anna and offshore wind facilities, the absence of losses related to the repositioning of Dominion’s producer services business in the first quarter of 2014, and the absence of charges related to Dominion’s Liability Management Exercise. See Note 13 to the Consolidated Financial Statements for more information on legislation related to North Anna and offshore windwind-powered generation facilities. SeeLiquidity and Capital Resources for more information on the Liability Management Exercise.

Analysis of Consolidated Operations

Presented below are selected amounts related to Dominion’sDominion Energy’s results of operations:

Year Ended December 31, 2016  $ Change  2015  $ Change  2014 
(millions)               

Operating Revenue

 $11,737  $54  $11,683  $(753 $12,436 

Electric fuel and other energy-related purchases

  2,333   (392  2,725   (675  3,400 

Purchased electric capacity

  99   (231  330   (31  361 

Purchased gas

  459   (92  551   (804  1,355 

Net Revenue

  8,846   769   8,077   757   7,320 

Other operations and maintenance

  3,064   469   2,595   (170  2,765 

Depreciation, depletion and amortization

  1,559   164   1,395   103   1,292 

Other taxes

  596   45   551   9   542 

Other income

  250   54   196   (54  250 

Interest and related charges

  1,010   106   904   (289  1,193 

Income tax expense

  655   (250  905   453   452 

44



Year Ended December 31, 2018  $ Change  2017  $ Change  2016 
(millions)               

Operating revenue

 $13,366   $780  $12,586   $849  $11,737 

Electric fuel and other energy-related purchases

  2,814   513   2,301   (32  2,333 

Purchased electric capacity

  122   116   6   (93  99 

Purchased gas

  645   (56  701   242   459 

Net revenue

  9,785   207   9,578   732   8,846 

Other operations and maintenance

  3,458   258   3,200   (79  3,279 

Depreciation, depletion and amortization

  2,000   95   1,905   346   1,559 

Other taxes

  703   35   668   72   596 

Impairment of assets and related charges

  403   388   15   11   4 

Gains on sales of assets

  (380  (233  (147  (107  (40

Other income

  1,021   663   358   (71  429 

Interest and related charges

  1,493   288   1,205   195   1,010 

Income tax expense

  580   610   (30  (685  655 

Noncontrolling interests

  102   (19  121   32   89 

An analysis of Dominion’sDominion Energy’s results of operations follows:

2016VS. 20152018 VS. 2017

Net revenue increased 10%2%, primarily reflecting:

A $544$500 million increase from electric utility operations, primarily reflecting:
A $225 million electric capacity benefit, primarily due to commencement of commercial operations of the new PJM capacity performance market effective June 2016Liquefaction Project, including terminalling services provided to the export customers ($155508 million) and regulated gas transportation contracts to serve the expirationexport customers ($58 million), partially offset by credits associated with thestart-up phase ofnon-utility generator contracts in 2015 the Liquefaction Project ($5866 million);
An increase in sales to electric utility retail customers from rate adjustment clausesan increase in heating degree days during the heating season of 2018 ($18371 million); and
The absence an increase in cooling degree days during the cooling season of an $85 millionwrite-off of deferred fuel costs associated with Virginia legislation enacted in February 2015; and2018 ($69 million);
A $305$130 million increase due to favorable pricing at merchant generation facilities;
A $92 million increase due to growth projects placed in service, other than the Dominion Questar Combination.Liquefaction Project;
A $74 million increase in services performed for Atlantic Coast Pipeline; and
A $46 million increase in sales to electric utility retail customers due to customer growth.

These increases were partially offset by:

A $47$325 million decrease from merchantfor regulated electric generation and electric and gas distribution operations primarily due to lower realized prices at certain merchant generation facilities ($64 million) and an increase in planned and unplanned outage days in 2016 ($26 million), partially offset by additional solar generating facilities placed into service ($37 million);as a result of the 2017 Tax Reform Act;
A $19$215 million decrease from regulated natural gas transmission operations, primarily due to:charge associated with Virginia legislation enacted in March 2018 that requiresone-time rate credits of certain amounts to utility customers;

A $14 million decrease in gas transportation and storage activities, primarily due to decreased demand charges ($28 million), increased fuel costs ($13 million), contract rate changes ($11 million) and decreased revenue from gathering and extraction services ($8 million), partially offset by expansion projects placed in service ($18 million) and increased regulated gas sales ($20 million); and

A $17 million decrease in NGL activities, due to decreased prices ($15 million) and volumes ($2 million); partially offset by
A $12$94 million increase in other revenues, primarily duenet electric capacity expense related to an increase in services performed for Atlantic Coast Pipelinethe annual PJM capacity performance market effective June 2017 ($21112 million), partially offset by decreased amortization of deferred revenue associated with conveyed shale development rights ($4 million); and the annual PJM capacity perform-

A $12

52


ance market effective June 2018 ($39 million), partially offset by a benefit related tonon-utility generators ($57 million);

An $89 million decrease from regulated natural gas distribution operations, primarily due to a decrease in rate adjustment clauseclauses associated with electric utility operations, which includes the impacts of the 2017 Tax Reform Act; and
A $38 million decrease from scheduled declines in or expiration of certain DETI and Cove Point contracts.

Net revenue related to low income assistance programs ($26 million) and a decrease in sales to customers due todoes not reflect an impact from a reduction in heating degreeplanned outage days ($6 million), partially offset byat Millstone as there was an offsetting increase in AMR and PIR program revenues ($18 million).

unplanned outage days.

Other operations and maintenance increased 18%8%, primarily reflecting:

A $148 million increase due to the Dominion Questar Combination, including $58 million of transaction and transition costs;
A $98 million increase in charges related to future ash pond and landfill closure costs at certain utility generation facilities;
A $78 million decrease in gains from agreements to convey shale development rights underneath several natural gas storage fields;
Organizational design initiative costs ($64 million);
A $50$102 million increase in storm damage and service restoration costs including $23in the regulated electric service territory;
An $81 million for Hurricane Matthew;increase due to a charge associated primarily with future ash pond and landfill closure costs in connection with the enactment of Virginia legislation in April 2018;
A $20$73 million increase in services performed for Atlantic Coast Pipeline. These expenses are billed to Atlantic Coast Pipeline and do not significantly impact net income;
A $47 million increase in operating expenses from the commercial operations of the Liquefaction Project and costs associated with regulated gas transportation contracts to serve the export customers; and
A $16$38 million increase due to labor contract renegotiations as well as costs resulting from a union workforce temporary work stoppage;in salaries, wages and benefits, partially offset by
A $26$74 million decrease from a reduction in bad debt expenseplanned outage days at regulated natural gas distribution operations primarily related to low income assistance programs. These bad debt expenses are recovered through ratescertain merchant and do not impact net income.utility generation facilities.

Depreciation, depletion and amortizationincreased 12%, primarily due to various expansion projects being placed into service.

Other incomeincreased 28%5%, primarily due to an increase in earnings from equity method investmentsvarious growth projects being placed into service ($55187 million), including the Liquefaction Project ($81 million), partially offset by revised depreciation rates for regulated nuclear plants to comply with the Virginia Commission requirements ($61 million).

Impairment of assets and related charges increased $388 million, primarily due to a $219 million impairment charge on certain gathering and processing assets, a $135 million charge for disallowance of FERC-regulated plant and a $37 millionwrite-off associated with the Eastern Market Access Project.

Gains on sales of assetsincreased $233 million, primarily due to the sale of Fairless and Manchester ($210 million) and an increase in AFUDCgains related to agreements to convey shale development rights under natural gas storage fields ($46 million).

Other incomeincreased $663 million, primarily reflecting a gain on the sale of Dominion Energy’s 50% limited partnership interest in Blue Racer ($546 million), the absence of charges associated with rate-regulated projectsequity method investments in wind-powered generation facilities ($12158 million), a gain on the sale of Dominion Energy’s 25% limited partnership interest in Catalyst Old River Hydroelectric Limited Partnership ($87 million) and a decrease in thenon-service components of pension and other postretirement employee benefit credits capitalized to property, plant and equipment in 2018 ($45 million), partially offset by lower realized gains (net ofa decrease in net investment income)earnings on nuclear decommissioning trust funds ($19209 million).

Interest and related chargesincreased 12%24%, primarily due to the absence of capitalization of interest expense associated with the Liquefaction Project upon completion of construction ($111

million), higher long-term debt interest expense resulting from net debt issuances in 20162018 and 2017 ($13492 million), partially offset by an increase in capitalized interest and charges associated with the Cove Point Liquefaction Projectearly redemption of certain debt securities ($4569 million).

Income tax expense decreased 28%,increased $610 million, primarily due to higherthe absence of benefits resulting from the remeasurement of deferred income taxes to the new corporate income tax rate ($851 million) and lower renewable energy investment tax credits ($189 million) and the impact of a state legislative change ($14138 million), partially offset by higherpre-taxthe reduced corporate income tax rate ($15414 million).

2015VS. 20142017 VS. 2016

Net revenue increased 10%8%, primarily reflecting:

The absence of losses related to the repositioning of Dominion’s producer services business in the first quarter of 2014, reflecting the termination of natural gas trading and certain energy marketing activities ($313 million);
A $159$663 million increase from the operations acquired in the Dominion Energy Questar Combination being included for all of 2017;
A $97 million electric utility operations, primarily reflecting:
An increase from rate adjustment clausescapacity benefit related tonon-utility generators ($225133 million) and a benefit due to the annual PJM capacity performance market effective June 2016 ($123 million), partially offset by the annual PJM capacity performance market effective June 2017 ($159 million);
An $86 million increase due to additional generation output from merchant solar generating projects;
A $71 million increase in sales to electric utility retail customers, primarily due to a net increase in cooling degree days ($38 million); and
A decrease in capacity related expenses ($33 million); partially offset by
An $85 millionwrite-off of deferred fuel costs associated with Virginia legislation enacted in February 2015;
A decrease in sales to customers due to the effect of changes in customer usage and other factors, ($24 million); andincluding $25 million related to customer growth;
A decrease due to a charge based on the 2015 Biennial Review Order to refund revenues to customers ($20 million).
The absence of losses related to the retail electric energy marketing business which was sold in the first quarter of 2014 ($129 million);

A $77 million increase from merchant generation operations, primarily due to increased generation output reflecting the absence of planned outages at certain merchant generation facilities ($83 million) and additional solar generating facili-

45



Management’s Discussion and Analysis of Financial Condition and Results of Operations, Continued

ties placed into service ($53 million), partially offset by lower realized prices ($58 million);

A $38 million increase from regulated natural gas distribution operations, primarily due to an increase in rate adjustment clause revenue related to low income assistance programs ($12 million), an increase in AMR and PIR program revenues ($24 million) and various expansion projects placed into service ($22 million); partially offset by a decrease in gathering revenues ($9 million); and
A $30$63 million increase from regulated natural gas transmission operations, primarily reflecting:
A $61 million increase in gas transportation and storage activities, primarily due to the addition of DCG ($62 million), decreased fuel costs ($24 million) and various expansiongrowth projects placed into service ($24 million), partially offset by decreased regulated gas sales ($46 million); andin service;
A $46 million net increase primarily due tofrom rate adjustment clauses associated with electric utility operations; and
A $34 million increase in services performed for Atlantic Coast Pipeline and Blue Racer;Pipeline.

These increases were partially offset by

by:

A $61$144 million decrease from NGL activities, primarilyCove Point import contracts;
A $114 million decrease due to decreased prices.unfavorable pricing at merchant generation facilities; and
A decrease in sales to electric utility retail customers from a decrease in cooling degree days during the cooling season of 2017 ($53 million) and a reduction in heating degree days during the heating season of 2017 ($28 million).

Other operations and maintenance decreased 6%2%, primarily reflecting:

TheA $197 million absence of charges associated with Virginia legislation enacted in April 2014 relating to the development of a third nuclear unit located at North Anna and offshore wind facilities ($370 million);
An increase in gains from agreements to convey shale development rights underneath several natural gas storage fields ($63 million);
A $97 million decrease in planned outage costs primarily due to a decrease in scheduled outage days at certain merchant generation facilities ($59 million) andnon-nuclear utility generation facilities ($38 million); and
A $22 million decrease in charges related to future ash pond and landfill closure costs at certain utility generation facilities.

These decreases were partially offset by:

The absence of a gain on the sale of Dominion’s electric retail energy marketing business in March 2014 ($100 million), net of a $31 millionwrite-off of goodwill;facilities;
An $80A $115 million increasedecrease in certain electric transmission-related expenditures. These expenses are primarily recovered through state and FERC rates and do not impact net income;
The absence of gains on the sale of assets to Blue Racerorganizational design initiative costs ($5964 million);
A $53 million increase in utility nuclear refueling outage costs primarily due to the amortization of outage costs that were previously deferred pursuant to Virginia legislation enacted in April 2014; and
A $46 million netdecrease in storm damage and service restoration costs associated with electric utility operations, partially offset by
A $162 million increase due tofrom the operations acquired in the Dominion Energy Questar Combination being included for all of 2017;
A $92 million increase in salaries, wages and benefits;
A $36 million increase in outage costs; and

53


Management’s Discussion and Analysis of Financial Condition and Results of Operations, Continued

A $33 million increase in services performed for Atlantic Coast Pipeline and Blue Racer.Pipeline. These expenses are billed to these entitiesAtlantic Coast Pipeline and do not significantly impact net income;income.

Depreciation, depletion and

A $22 million increase amortizationincreased 22%, primarily due to the acquisitionoperations acquired in the Dominion Energy Questar Combination being included for all of DCG.
2017 ($162 million) and various growth projects being placed into service ($151 million).

Other taxesincreased 12%, primarily due to the operations acquired in the Dominion Energy Questar Combination being included for all of 2017 ($35 million) and increased property taxes related to growth projects placed into service ($27 million).

Gains on sales of assetsincreased $107 million, primarily due to the sale of certain assets associated with nonregulated retail energy marketing operations.

Other incomedecreased 22%17%, primarily reflecting lower tax recoveriesdue to charges associated with contributionsequity method investments in aidwind-powered generation facilities ($158 million), partially offset by an increase in earnings, excluding charges, from equity method investments ($29 million) an increase in AFUDC associated with rate-regulated projects ($23 million) and an increase in thenon-service cost components of construction

($17 million), a decrease in interest income related to income taxes ($12 million),pension and lower net realized gains on nuclear decommissioning trust fundsother postretirement employee benefit credits ($1114 million).

Interest and related chargesdecreased 24%increased 19%, primarily as a result ofdue to higher long-term debt interest expense resulting from debt issuances in 2016 and 2017 ($171 million) and debt acquired in the absence of charges associated with Dominion’s Liability Management Exercise in 2014.Dominion Energy Questar Combination ($37 million).

Income tax expense increased 100%decreased $685 million, primarily due to benefits resulting from the remeasurement of deferred income taxes to the new corporate income tax rate ($851 million), primarily reflecting higherpre-tax income.partially offset by lower renewable energy investment tax credits ($133 million).

Outlook

Dominion’s strategy is to continue focusing on its regulated businesses while maintaining upside potential in well-positioned nonregulated businesses. The goals of this strategy are to provide EPS growth, a growing dividend and to maintain a stable credit profile. Dominion expects 80% to 90% of earnings from its primary operating segments to come from regulated and long-term contracted businesses.

Dominion’s 2017Energy’s 2019 net income is expected to remain substantially consistentdecrease on a per share basis as compared to 2016.2018 primarily from the following:

Charges incurred for refunds to SCE&G electric customers and transaction and transition costs related to the SCANA Combination;
The absence of earnings from, and gains on, the sales of certain merchant generation facilities and equity method investments;
A charge associated with the early retirement of the existing automated meter reading infrastructure;
Return to normal weather;
An increase in pension-related expenses; and
Share dilution.

Dominion’s 2017 resultsThese decreases are expected to be positively impactedpartially offset by the following:

Decreased charges related to future ash pond and landfill closure costs at certain utility generation facilities;Commercial operation of the Liquefaction Project for the entire year;
The inclusion of operations acquired from Dominion Questar forin the entire year;SCANA Combination;
Decreased transaction and transition costsThe absence of charges associated with the Dominion Questar Combination;impairment of certain gathering and processing assets and disallowance of FERC-regulated plant;
GrowthThe absence of charges associated with Virginia legislation enacted in weather-normalized electric utility sales of approximately 1%;March 2018;
Construction and operation of growth projects in electric utility operations and associated rate adjustment clause revenue; and
Construction and operation of growth projects in gas transmission and distribution.

Dominion’s 2017 results are expected to be negatively impacted by the following:

Lower power prices and an additional planned refueling outage at Millstone;
Decreased Cove Point import contract revenues;
An increase in depreciation, depletion, and amortization;
A higher effective tax rate, driven primarily by a decrease in investment tax credits;distribution; and
Share dilution.

Additionally,Construction and operation of growth projects in 2017, Dominion expects to focus on meeting new and developing environmental requirements, including making investments in utility-scale solar generation, particularly in Virginia. In 2018, Dominion is expected to experience an increase in net income on a per share basis as compared to 2017 primarily due to the Liquefaction Project being in service for the full year.

electric utility operations.

 

46



 

SEGMENT RESULTS OOFF OPERATIONS

Segment results include the impact of intersegment revenues and expenses, which may result in intersegment profit or loss. Presented below is a summary of contributions by Dominion’sDominion Energy’s operating segments to net income attributable to Dominion:Dominion Energy:

 

Year Ended December 31, 2016 2015 2014  2018 2017 2016 
 

Net

Income

attributable

to Dominion

 

Diluted

EPS

 

Net

Income

attributable

to Dominion

 

Diluted

EPS

 

Net

Income

attributable

to Dominion

 

Diluted

EPS

  

Net

income
(loss)
attributable
to Dominion
Energy

 

Diluted

EPS

 Net income
attributable
to Dominion
Energy
 

Diluted

EPS

 

Net

income
(loss)
attributable
to Dominion
Energy

 

Diluted

EPS

 
(millions, except EPS)                          

DVP

 $484  $0.78  $490  $0.82  $502  $0.86 

Dominion Generation

 1,397  2.26   1,120   1.89   1,061   1.81 

Dominion Energy

 726  1.18   680   1.15   717   1.23 

Power Delivery

 $   587  $0.90   $   531   $ 0.83   $   484   $ 0.78 

Power Generation

 1,254  1.92   1,181   1.86   1,397   2.26 

Gas Infrastructure

 1,214  1.85   898   1.41   726   1.18 

Primary operating segments

 2,607  4.22   2,290   3.86   2,280   3.90  3,055  4.67   2,610   4.10   2,607   4.22 

Corporate and Other

 (484 (0.78  (391  (0.66  (970  (1.66 (608 (0.93  389   0.62   (484  (0.78

Consolidated

 $2,123  $3.44  $1,899  $3.20  $1,310  $2.24  $2,447  $3.74   $2,999   $ 4.72   $2,123   $ 3.44 

DVPPower Delivery

Presented below are operating statistics related to DVP’sPower Delivery’s operations:

 

Year Ended December 31, 2016 % Change 2015 % Change 2014  2018 % Change 2017 % Change 2016 

Electricity delivered (million MWh)

  83.7    83.9   83.5      87.8   5 83.4   83.7 

Degree days:

     

Degree days (electric distribution service area):

     

Cooling

  1,830   (1 1,849  13  1,638   2,019   12  1,801  (2 1,830 

Heating

  3,446   1  3,416  (10 3,793   3,608   16  3,104  (10 3,446 

Average electric distribution customer accounts (thousands)(1)

  2,549   1  2,525  1  2,500   2,600   1  2,574  1  2,549 

 

(1)

Period average.

Presented below, on anafter-tax basis, are the key factors impacting DVP’sPower Delivery’s net income contribution:

2016VS. 20152018 VS. 2017

 

  Increase (Decrease)   Increase (Decrease) 
  Amount EPS   Amount EPS 
(millions, except EPS)            

Regulated electric sales:

      

Weather

  $(1 $   $29  $0.05 

Other

   1       48   0.08 

FERC transmission equity return

   41   0.07 

Rate adjustment clause equity return

   26   0.04 

Depreciation and amortization

   (8  (0.01

Storm damage and service restoration

   (16  (0.03   (19  (0.03

Depreciation and amortization

   (10  (0.02

AFUDC return

   (8  (0.01

Interest expense

   (5  (0.01

Other

   (8  (0.01   (20  (0.03

Share dilution

      (0.03      (0.03

Change in net income contribution

  $(6 $(0.04  $56  $0.07 

2015VS. 2014

54


 

    Increase (Decrease) 
    Amount  EPS 
(millions, except EPS)       

Regulated electric sales:

   

Weather

  $5  $0.01 

Other

   (4   

FERC transmission equity return

   36   0.06 

Tax recoveries on contribution in aid of construction

   (10  (0.02

Depreciation and amortization

   (9  (0.02

Other operations and maintenance

   (12  (0.02

AFUDC return

   (6  (0.01

Interest expense

   (5  (0.01

Other

   (7  (0.01

Share dilution

      (0.02

Change in net income contribution

  $(12 $(0.04

Dominion2017 VS. 2016

    Increase (Decrease) 
    Amount   EPS 
(millions, except EPS)        

Regulated electric sales:

    

Weather

  $(14)   $(0.02) 

Other

   15    0.02 

FERC transmission equity return

   14    0.02 

Storm damage and service restoration

   14    0.02 

Other

   18    0.03 

Share dilution

       (0.02

Change in net income contribution

  $47   $0.05 

Power Generation

Presented below are operating statistics related to DominionPower Generation’s operations:

 

Year Ended December 31, 2016 % Change 2015 % Change 2014  2018 % Change 2017 % Change 2016 

Electricity supplied
(million MWh):

          

Utility

  87.9   3 85.2  2 83.9   88.0   4 85.0  (3)%  87.9 

Merchant

  28.9   7  26.9  8  25.0   28.8     28.9     28.9 

Degree days (electric
utility service area):

          

Cooling

  1,830   (1 1,849  13  1,638   2,019   12  1,801  (2 1,830 

Heating

  3,446   1  3,416  (10 3,793   3,608   16  3,104  (10 3,446 

Presented below, on anafter-tax basis, are the key factors impacting DominionPower Generation’s net income contribution:

2016VS. 20152018 VS. 2017

 

  Increase (Decrease)   Increase (Decrease) 
  Amount EPS   Amount EPS 
(millions, except EPS)            

Regulated electric sales:

      

Weather

  $2  $    $  57   $ 0.09 

Other

   13   0.02    (5  (0.01

Renewable energy investment tax credits

   186   0.31 

Merchant generation margin

   110   0.17 

Planned outage costs

   46   0.07 

2017 Tax Reform Act impacts

   45   0.07 

Depreciation and amortization

   30   0.05 

Electric capacity

   137   0.23    (66  (0.10

Merchant generation margin

   (34  (0.06

Rate adjustment clause equity return

   24   0.04 

Noncontrolling interest(1)

   (28  (0.05

Depreciation and amortization

   (25  (0.04

Renewable energy investment tax credit

   (138  (0.21

Other

   2   0.01    (6  (0.01

Share dilution

      (0.09      (0.06

Change in net income contribution

  $277  $0.37    $  73   $ 0.06 

(1)Represents noncontrolling interest related to merchant solar partnerships.

2015VS. 20142017 VS. 2016

 

    Increase (Decrease) 
    Amount  EPS 
(millions, except EPS)       

Merchant generation margin

  $53  $0.09 

Regulated electric sales:

   

Weather

   19   0.03 

Other

   (13  (0.02

Rate adjustment clause equity return

   20   0.03 

PJM ancillary services

   (15  (0.02

Outage costs

   26   0.05 

Depreciation and amortization

   (32  (0.05

Electric capacity

   20   0.03 

Other

   (19  (0.03

Share dilution

      (0.03

Change in net income contribution

  $59  $0.08 
    Increase (Decrease) 
    Amount  EPS 
(millions, except EPS)       

Regulated electric sales:

   

Weather

   $  (36)   $(0.06) 

Other

   32   0.05 

Electric capacity

   58   0.09 

Depreciation and amortization

   (46  (0.07

Renewable energy investment tax credit

   (133  (0.21

Merchant generation margin

   (28  (0.04

Interest expense

   (25  (0.04

Outage costs

   (22  (0.03

Other

   (16  (0.03

Share dilution

      (0.06

Change in net income contribution

   $(216)   $(0.40) 

47



Management’s Discussion and Analysis of Financial Condition and Results of Operations, Continued

Dominion EnergyGas Infrastructure

Presented below are selected operating statistics related to Dominion Energy’sGas Infrastructure’s operations.

 

Year Ended December 31, 2016 % Change 2015 % Change 2014  2018 % Change 2017 % Change 2016 

Gas distribution throughput (bcf)(1):

          

Sales

  61    126 27   (16)%  32    131   1 130  113 61 

Transportation

  537    14   470   33   353    725   11  654  22  537 

Heating degree days (gas distribution service area):

          

Eastern region

  5,235    (8 5,666   (10 6,330    5,693   15  4,930  (6 5,235 

Western region(1)

  1,876    100               4,672   (4 4,892  161  1,876 

Average gas distribution customer accounts (thousands)(1)(2):

          

Sales

  1,234(3)   414   240   (2 244    1,258   1  1,240     1,234(3)  

Transportation

  1,071    1   1,057       1,052    1,096   1  1,086  1  1,071 

Average retail energy marketing customer accounts (thousands)(2)

  1,376    6   1,296   1    1,283(4)   750   (47 1,405  2  1,376 

 

(1)

Includes Dominion Energy Questar effective September 2016.

(2)

Period average.

(3)

Includes Dominion Energy Questar customer accounts for the entire year.

(4)Excludes 511 thousand average retail electric energy marketing customer accounts due to the sale of this business in March 2014.

Presented below, on anafter-tax basis, are the key factors impacting Dominion Energy’sGas Infrastructure’s net income contribution:

2016VS. 20152018 VS. 2017

 

  Increase (Decrease)   Increase (Decrease) 
  Amount EPS   Amount EPS 
(millions, except EPS)            

Gas distribution margin:

   

Weather

  $(4 $(0.01

Rate adjustment clauses

   11    0.02  

Other

   6    0.01  

2017 Tax Reform Act impacts

   $141   $ 0.22 

State legislative change

   18   0.03 

Assignment of shale development rights

   (48  (0.08   27   0.04 

Dominion Questar Combination

   78    0.13  

Transportation and storage growth projects

   30   0.05 

Cove Point export contracts

   259   0.41 

Cove Point import contracts

   (12  (0.02

DETI contract declines

   (20  (0.03

Interest expense, net

   (86  (0.14

Other

   3    0.01     (41  (0.07

Share dilution

       (0.05      (0.05

Change in net income contribution

  $46   $0.03     $316   $ 0.44 

2015VS. 2014

55


Management’s Discussion and Analysis of Financial Condition and Results of Operations, Continued

 

    Increase (Decrease) 
    Amount  EPS 
(millions, except EPS)       

Gas distribution margin:

   

Weather

  $(5 $(0.01

Rate adjustment clauses

   16    0.03  

Other

   9    0.02  

Assignment of shale development rights

   33    0.06  

Depreciation and amortization

   (12  (0.02

Blue Racer

   (39)(1)   (0.07

Noncontrolling interest(2)

   (13  (0.02

Retail energy marketing operations

   (11  (0.02

Other

   (15  (0.04

Share dilution

       (0.01

Change in net income contribution

  $(37 $(0.08

2017 VS. 2016

    Increase (Decrease) 
    Amount  EPS 
(millions, except EPS)       

Dominion Energy Questar Combination

   $184   $0.30 

Sale of certain energy marketing assets

   48   0.08 

Assignment of shale development rights

   13   0.02 

Noncontrolling interest(1)

   (30  (0.05

Cove Point import contracts

   (86  (0.14

Transportation and storage growth projects

   29   0.04 

Other

   14   0.02 

Share dilution

      (0.04

Change in net income contribution

   $172   $0.23 

 

(1)Primarily represents absence of a gain from the sale of the Northern System.
(2)

Represents the portion of earnings attributable to Dominion Energy Midstream’s public unitholders.

Corporate and Other

Presented below are the Corporate and Other segment’safter-tax results:

 

Year Ended December 31,  2016 2015 2014   2018 2017 2016 
(millions, except EPS amounts)        
(millions, except EPS)        

Specific items attributable to operating segments

  $(180 $(136 $(544   $   (88 $ 861  $(180

Specific items attributable to Corporate and Other segment

   (44 (5 (149   (116 (151 (44

Total specific items

   (224 (141 (693   (204 710  (224

Other corporate operations

   (260 (250 (277

Total net expense

  $(484 $(391 $(970

Other corporate operations:

    

2017 Tax Reform Act impacts

   (80      

Interest expense, net

   (355 (330 (277

Other

   31  9  17 

Total other corporate operations

   (404 (321 (260

Total net income (expense)

   (608 389  (484

EPS impact

  $(0.78 $(0.66 $(1.66   $(0.93 $0.62  $(0.78

TOTAL SPECIFIC ITEMS

Corporate and Other includes specific items attributable to Dominion’sDominion Energy’s primary operating segments that are not included in profit measures evaluated by executive management in assessing the segments’ performance or in allocating resources. See Note 25 to the Consolidated Financial Statements for discussion of these items in more detail. Corporate and otherOther also includes specific items attributable to the Corporate and Other segment. In 2018, this primarily included $51 million ofafter-tax charges associated with the early redemption of certain debt securities and $31 million ofafter-tax transaction and transition costs associated with the Dominion Energy Questar Combination and SCANA Combination. In 2017, this primarily included $124 million of tax benefits resulting from the remeasurement of deferred income taxes to the new corporate income tax rate. In 2016, this primarily included $53 million ofafter-tax transaction and transition costs associated with the Dominion Energy Questar Combination. In 2014, this primarily included $174 million ofafter-tax charges associated with Dominion’s Liability Management Exercise.

VIRGINIA POWER

 

 

RESULTSOF OPERATIONS

Presented below is a summary of Virginia Power’s consolidated results:

 

Year Ended December 31,  2016   $ Change   2015   $ Change   2014   2018   $ Change   2017   $ Change   2016 
(millions)                                        

Net Income

  $1,218    $131    $1,087    $229    $858     $1,282    $(258)    $1,540    $322   $1,218 

Overview

2018 VS. 2017

Net income decreased 17%, primarily due to a charge associated with Virginia legislation enacted in March 2018, an increase in storm damage and service restoration costs, a charge associated primarily with future ash pond and landfill closure costs in connection with the enactment of Virginia legislation in April 2018 and an increase in net electric capacity expense, partially offset by an increase in heating and cooling degree days in the service territory.

2017 VS. 2016VS. 2015

Net income increased 12%26%, primarily due to the new PJM capacity performance market effective June 2016, an increase in rate adjustment clause revenue and the absence of awrite-off of deferred fuel costs associated with the Virginia legislation enacted in February 2015. These increases were partially offset by charges related to future ash pond and landfill closure costs, at certain utility generation facilities.

2015VS. 2014

Neta benefit from the remeasurement of deferred income increased 27%, primarily duetaxes to the absence of charges associated with Virginia legislation enacted in April 2014 relating to the development of a third nuclear unit located at North Annanew corporate income tax rate and offshore wind facilities.an electric capacity benefit.

48



Analysis of Consolidated Operations

Presented below are selected amounts related to Virginia Power’s results of operations:

 

Year Ended December 31, 2016 $ Change 2015 $ Change 2014  2018 $ Change 2017 $ Change 2016 
(millions)                      

Operating Revenue

 $7,588  $(34 $7,622  $43  $7,579 

Operating revenue

 $7,619   $ 63  $7,556  $ (32)  $7,588 

Electric fuel and other energy-related purchases

  1,973   (347 2,320  (86 2,406   2,318   409  1,909  (64 1,973 

Purchased electric capacity

  99   (231 330  (30 360   122   116  6  (93 99 

Net Revenue

  5,516   544  4,972  159  4,813 

Net revenue

  5,179   (462 5,641  125  5,516 

Other operations and maintenance

  1,857   223  1,634  (282 1,916   1,676   198  1,478  (379 1,857 

Depreciation and amortization

  1,025   72  953  38  915   1,132   (9 1,141  116  1,025 

Other taxes

  284   20  264  6  258   300   10  290  6  284 

Other income

  56   (12 68  (25 93   22   (54 76  20  56 

Interest and related charges

  461   18  443  32  411   511   17  494  33  461 

Income tax expense

  727   68  659  111  548   300   (474 774  47  727 

An analysis of Virginia Power’s results of operations follows:

2018 VS. 2017

Net revenue decreased 8%, primarily reflecting:

A $238 million decrease for regulated generation and distribution operations as a result of the 2017 Tax Reform Act;
A $215 million charge associated with Virginia legislation enacted in March 2018 that requiresone-time rate credits of certain amounts to utility customers;

A $94 million increase in net electric capacity expense related to the annual PJM capacity performance market effective June

56


2017 ($112 million) and the annual PJM capacity performance market effective June 2018 ($39 million), partially offset by a benefit related tonon-utility generators ($57 million); and

An $89 million decrease from rate adjustment clauses, which includes the impacts of the 2017 Tax Reform Act; partially offset by
An increase in sales to retail customers from an increase in heating degree days during the heating season of 2018 ($71 million) and an increase in cooling degree days during the cooling season of 2018 ($69 million); and
A $46 million increase in sales to retail customers due to customer growth.

Other operations and maintenance increased 13%, primarily reflecting:

A $102 million increase due to storm damage and service restoration costs; and
An $81 million increase due to a charge associated primarily with future ash pond and landfill closure costs in connection with the enactment of Virginia legislation in April 2018; partially offset by
A $19 million decrease from a reduction in planned outage days at certain generation facilities.

Depreciation and amortizationwas substantially consistent as a decrease due to revised depreciation rates for regulated nuclear plants to comply with the Virginia Commission requirements ($61 million) was substantially offset by various growth projects being placed into service ($56 million).

Other incomedecreased 71%, primarily related to lower realized gains (including investment income) on nuclear decommissioning trust funds ($23 million), the electric transmission tower rental portfolio, including the absence of the assignment of such amounts to Vertical Bridge Towers II, LLC ($18 million) and the absence of interest income associated with the settlement of state income tax refund claims ($11 million), partially offset by the absence of a charge associated with a customer settlement ($16 million).

Income tax expensedecreased 61%, primarily due to lowerpre-tax income ($256 million), the reduced corporate income tax rate ($235 million) and higher renewable energy investment tax credits ($35 million), partially offset by the absence of benefits resulting from the remeasurement of deferred income taxes to the new corporate income tax rate ($93 million).

2017 VS. 2016VS. 2015

Net revenue increased 11%2%, primarily reflecting:

A $225$97 million electric capacity benefit primarilyrelated tonon-utility generators ($133 million) and a benefit due to the newannual PJM capacity performance market effective June 2016 ($155123 million) and, partially offset by the expiration ofnon-utility generator contracts in 2015annual PJM capacity performance market effective June 2017 ($58159 million);
AnA $71 million increase in sales to retail customers due to the effect of changes in customer usage and other factors, including $25 million related to customer growth; and
A $46 million increase from rate adjustment clausesclauses; partially offset by
A decrease in sales to retail customers from a decrease in cooling degree days during the cooling season of 2017 ($18353 million); and
The absence a reduction in heating degree days during the heating season of an $85 millionwrite-off of deferred fuel costs associated with Virginia legislation enacted in February 2015.2017 ($28 million).

Other operations and maintenance increased 14%decreased 20%, primarily reflecting:

A $98$197 million increase indecrease due to the absence of charges related to future ash pond and landfill closure costs at certain utility generation facilities;
A $50$115 million increase in storm damage and service restoration costs, including $23 million for Hurricane Matthew;
A $37 million increase in salaries, wages and benefits and general administrative expenses; and
Organizational design initiative costs ($32 million).

Income tax expenseincreased 10%, primarily reflecting higherpre-tax income.

2015VS. 2014

Net revenue increased 3%, primarily reflecting:

An increase from rate adjustment clauses ($225 million);
An increase in sales to retail customers, primarily due to a net increase in cooling degree days ($38 million); and
A decrease in capacity related expenses ($33 million); partially offset by
An $85 millionwrite-off of deferred fuel costs associated with Virginia legislation enacted in February 2015;
A decrease in sales to customers due to the effect of changes in customer usage and other factors ($24 million); and
A decrease due to a charge based on the 2015 Biennial Review Order to refund revenues to customers ($20 million).

Other operations and maintenance decreased 15%, primarily reflecting:

The absence of $370 million in charges associated with Virginia legislation enacted in April 2014 relating to the development of a third nuclear unit located at North Anna and offshore wind facilities; and
A $38 million decrease in planned outage costs primarily due to a decrease in scheduled outage days at certainnon-nuclear utility generation facilities.

These decreases were partially offset by:

An $80 million increase in certain electric transmission-related expenditures. These expenses are primarily recovered through state and FERC rates and do not impact net income;
A $46 million decrease in storm damage and service restoration costs; and
The absence of organizational design initiative costs ($32 million); partially offset by
A $53$37 million increase in utility nuclear refueling outage costssalaries, wages and benefits and general administrative expenses.

Depreciation and amortizationincreased 11%, primarily due to the amortization of outage costs that were previously deferred pursuant to Virginia legislation enacted in April 2014.

various growth projects being placed into service ($58 million) and revised depreciation rates ($40 million).

Other incomedecreased 27%increased 36%, primarily reflecting lower tax recoveriesreflecting:

An $11 million increase in interest income associated with contributionsthe settlement of state income tax refund claims;
An $11 million increase from the assignment of Virginia Power’s electric transmission tower rental portfolio; and
An $8 million increase in aid of construction.

AFUDC associated with rate-regulated projects; partially offset by
A $16 million charge associated with a customer settlement.

Income tax expenseincreased 20%6% primarily due to higher pretax income ($139 million), primarily reflecting higherpre-tax income.partially offset by benefits resulting from the remeasurement of deferred income taxes to the new corporate income tax rate ($93 million).

DOMINION ENERGY GAS

 

 

RESULTSOF OPERATIONS

Presented below is a summary of Dominion Energy Gas’ consolidated results:

 

Year Ended December 31, 2016 $ Change 2015 $ Change 2014   2018   $ Change   2017   $ Change   2016 
(millions)                               

Net Income

 $392  $(65 $457  $(55 $512    $301    $(314)    $615    $223    $392 

Overview

2016VS. 20152018 VS. 2017

Net income decreased 14%, primarily due a decrease in gains from agreements to convey shale development rights underneath several natural gas storage fields.

2015VS. 2014

Net income decreased 11%51%, primarily due to an impairment charge on certain gathering and processing assets, a charge for disallowance of FERC-regulated plant and the absence of gains onbenefits from the indirect sale of assets to Blue Racer, a decrease in income from NGL activities and higher interest expense,2017 Tax Reform Act partially offset by increasedregulated natural gas transmission activities from growth projects placed into service and an increase in gains from agreements to convey shale development rights underneath several natural gas storage fields.

 

 

4957



Management’s Discussion and Analysis of Financial Condition and Results of Operations, Continued

 

 

 

2017 VS. 2016

Net income increased 57%, primarily due to a benefit from the remeasurement of deferred income taxes to the new corporate income tax rate and gas transportation and storage activities from growth projects placed into service.

Analysis of Consolidated Operations

Presented below are selected amounts related to Dominion Energy Gas’ results of operations:

 

Year Ended December 31,  2016   $ Change 2015   $ Change 2014  2018 $ Change 2017 $ Change 2016 
(millions)                           

Operating Revenue

  $1,638    $(78 $1,716    $(182 $1,898  

Operating revenue

 $1,940   $126  $1,814  $176  $1,638 

Purchased gas

   109     (24 133     (182 315    40   (92 132  23  109 

Other energy-related purchases

   12     (9 21     (19 40    135   114  21  9  12 

Net Revenue

   1,517     (45 1,562     19   1,543  

Net revenue

  1,765   104  1,661  144  1,517 

Other operations and maintenance

   474     84   390     52   338    759   94  665  70  595 

Depreciation and amortization

   204     (13 217     20   197    244   17  227  23  204 

Other taxes

   170     4   166     9   157    200   15  185  15  170 

Impairment of assets and related charges

  346   330  16  16    

Gains on sales of assets

  (119  (49 (70 (25 (45

Earnings from equity method investee

   21     (2 23     2   21    24   3  21     21 

Other income

   11     10   1     —     1    133   29  104  17  87 

Interest and related charges

   94     21   73     46   27    105   8  97  3  94 

Income tax expense

   215     (68 283     (51 334    86   35  51  (164 215 

An analysis of Dominion Energy Gas’ results of operations follows:

2016VS. 20152018 VS. 2017

Net revenue decreased 3% increased 6%, primarily reflecting:

A $34 million decrease from regulated natural gas transmission operations, primarily reflecting:
A $36 million decrease in gas transportation and storage activities, primarily due to decreased demand charges ($28 million), increased fuel costs ($13 million), contract rate changes ($11 million) and decreased revenue from gathering and extraction services ($8 million), partially offset by increased regulated gas sales ($16 million) and expansion projects placed in service ($9 million); and
An $18 million decrease from NGL activities, due to decreased prices ($16 million) and volumes ($2 million); partially offset by
A $21$74 million increase in services performed for Atlantic Coast Pipeline;
A $57 million increase due to regulated natural gas transmission growth projects placed in service; and
A $12$20 million decrease from regulated natural gas distribution operations, primarily reflecting:
A decreaseincrease in rate adjustment clause revenue related to low income assistance programs ($26 million); and
A $9 million decrease in other revenue primarily due to a decrease in pooling and metering activities ($3 million), a decrease in Blue Racer management fees ($3 million) and a decrease in gathering activities ($2 million);PIR program revenues; partially offset by
An $18A $36 million increasedecrease for regulated distribution operations as a result of the 2017 Tax Reform Act; and
A $25 million decrease from scheduled declines in AMR and PIR program revenues; and
An $8 million increase inoff-system sales.certain DETI contracts.

Other operations and maintenance increased 22%14%, primarily reflecting:

A $78 million decrease in gains from agreements to convey shale development rights underneath several natural gas storage fields; and
A $20$73 million increase in services performed for Atlantic Coast Pipeline. These expenses are billed to Atlantic Coast Pipeline and do not significantly impact net income; and
A $7 million increase in salaries, wages and benefits.

Depreciation and amortizationincreased 7%, primarily due to an increase from various growth projects being placed into service.

Impairmentof assets and related chargesincreased $330 million, primarily due to an impairment charge on certain gathering and processing assets ($219 million) and a charge for disallowance of FERC-regulated plant ($127 million) partially offset by the absence of a charge towrite-off the balance of a regulatory asset no longer considered probable of recovery ($15 million).

Gains on sales of assetsincreased 70%, primarily due to increased gains related to agreements to convey shale development rights under natural gas storage fields.

Earnings from equity method investeeincreased 14%, primarily due to higher earnings from unsubscribed capacity as a result of an increase in heating degree days at Iroquois.

Other incomeincreased 28%, primarily due to a decrease in thenon-service components of pension and other postretirement employee benefit credits capitalized to property, plant and equipment in 2018 ($24 million) partially offset by AFUDC on rate-regulated projects ($5 million).

Interest and related chargesincreased 8%, primarily due to higher interest expense on long-term debt due to an issuance in the second quarter of 2018 and increased interest rates ($10 million), partially offset by an increase in deferred carrying costs ($6 million).

Income tax expenseincreased 69%, primarily due to the absence of benefits resulting from the remeasurement of deferred income taxes to the new corporate income tax rate ($197 million) and the absence of a settlement with state tax authorities ($5 million), partially offset by the reduced corporate income tax rate ($67 million) and lowerpre-tax income ($98 million).

2017 VS. 2016

Net revenue increased 9%, primarily reflecting:

A $55 million increase due to regulated natural gas transmission growth projects placed in service;
A $26$34 million decreaseincrease in services performed for Atlantic Coast Pipeline;
A $24 million increase in PIR program revenues; and
A $16 million increase in rate recovery for low income assistance programs associated with regulated natural gas distribution operations.

Other operations and maintenance increased 12%, primarily reflecting:

A $33 million increase in services performed for Atlantic Coast Pipeline. These expenses are billed to Atlantic Coast Pipeline and do not significantly impact net income;
A $16 million increase in bad debt expense at regulated natural gas distribution operations primarily related to low income assistance programs. These bad debt expenses are recovered through rates and do not impact net income.income; and
A $13 million increase in salaries, wages and benefits and general administrative expenses.

Other incomeDepreciation and amortizationincreased $1011%, primarily due to growth projects being placed into service.

Impairmentof assetsand related chargesincreased $16 million, primarily due to a gain oncharge towrite-off the salebalance of 0.65%a regulatory asset no longer considered probable of the noncontrolling partnership interest in Iroquois ($5 million) and an increase in AFUDC associated with rate-regulated projects ($5 million).recovery.

Interest and related chargesGainson salesof assetsincreased 29%,56% primarily due to higher interest expense resulting from the issuances of senior notes in November 2015 and the second quarter of 2016 ($28 million), partially offset by an increase in deferred rate adjustment clause interest expense ($7 million).

Income tax expensedecreased 24% primarily reflecting lowerpre-tax income.

2015VS. 2014

Net revenueincreased 1%, primarily reflecting:

A $43 million increase from regulated natural gas distribution operations, primarily due to an increase in AMR and PIR program revenues ($24 million) and various expansion projects placed into service ($22 million); partially offset by
A $27 million decrease from regulated natural gas transmission operations, primarily reflecting:

A $62 million decrease from NGL activities, primarily due to decreased prices; partially offset by
A $2 million increase in gas transportation and storage activities, primarily due to decreased fuel costs ($24 million) and various expansion projects placed into service ($24 million), partially offset by decreased regulated gas sales ($46 million); and
A $33 million net increase in other revenue primarily due to services performed for Atlantic Coast Pipeline and Blue Racer ($47 million), partially offset by a decrease innon-regulated gas sales ($8 million) and decreasedfarm-out revenues ($6 million).

Other operations and maintenance increased 15%, primarily reflecting:

A $47 million net increase due to services performed for Atlantic Coast Pipeline and Blue Racer. These expenses are billed to these entities and do not significantly impact net income; and
The absence of gains on the sale of assets to Blue Racer ($59 million); partially offset by
An increase in gains from agreements to convey shale development rights underneath several natural gas storage fields ($63 million).
fields.

Depreciation and amortizationOther incomeincreased 10%20%, primarily due to various expansiona $12 million increase in AFUDC associated with rate-regulated projects placed into service.

Interest and related chargesincreased $46an $8 million primarily due to higher long-term debtincrease in thenon-service cost components of pension and other postretirement employee benefit credits, partially offset by the absence of the 2016 sale of a portion of Dominion Energy Gas’ interest expense resulting from debt issuances in December 2014.

Income tax expensedecreased 15% primarily reflecting lowerpre-tax income.Iroquois ($5 million).

 

 

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Income tax expensedecreased 76%, primarily due to benefits resulting from the remeasurement of deferred income taxes to the new corporate income tax rate ($197 million), partially offset by higherpre-tax income ($22 million).

 

LIQUIDITY AANDND CAPITAL RESOURCES

Dominion Energy depends on both internal and external sources of liquidity to provide working capital and as a bridge to long-term debt financings. Short-term cash requirements not met by cash provided by operations are generally satisfied with proceeds from short-term borrowings. Long-term cash needs are met through issuances of debt and/or equity securities.

At December 31, 2016,2018, Dominion Energy had $2.3$5.6 billion of unused capacity under its credit facilities.facility. See additional discussion below underCredit Facilities and Short-Term Debt.

A summary of Dominion’sDominion Energy’s cash flows is presented below:

 

Year Ended December 31,  2016 2015 2014   2018 2017 2016 
(millions)                

Cash and cash equivalents at beginning of year

  $607   $318   $316  

Cash, restricted cash and equivalents at beginning of year

  $185  $322  $632 

Cash flows provided by (used in):

        

Operating activities

   4,127   4,475   3,439     4,773  4,502  4,151 

Investing activities

   (10,703 (6,503 (5,181   (2,358 (5,942 (10,691

Financing activities

   6,230   2,317   1,744     (2,209 1,303  6,230 

Net increase (decrease) in cash and cash equivalents

   (346 289   2  

Cash and cash equivalents at end of year

  $261   $607   $318  

Net increase (decrease) in cash, restricted cash and equivalents

   206  (137 (310

Cash, restricted cash and equivalents at end of year

  $391  $185  $322 

Operating Cash Flows

Net cash provided by Dominion’sDominion Energy’s operating activities decreased $348increased $271 million, primarily due to the commencement of commercial operations of the Liquefaction Project, higher operations and maintenance expenses,merchant generation margin, derivative activities and increased payments for income taxes and interest. The decrease wasthe favorable impact of weather, partially offset with the benefit from the new PJM capacity performance market and higherby lower deferred fuel cost recoveries in the Virginia jurisdiction, increased interest expense and revenues fromone-time rate adjustment clauses in its Virginia jurisdiction.credits to electric utility customers.

Dominion Energy believes that its operations provide a stable source of cash flow to contribute to planned levels of capital expenditures and maintain or grow the dividend on common shares. In December 2016, Dominion’s2018, Dominion Energy’s Board of Directors established an annual dividend rate for 20172019 of $3.02$3.67 per share of common stock, a 7.9%10.0% increase over the 20162018 rate. Dividends are subject to declaration by the Board of Directors. In January 2017, Dominion’s2019, Dominion Energy’s Board of Directors declared dividends payable in March 20172019 of 75.591.75 cents per share of common stock.

Dominion’sDominion Energy’s operations are subject to risks and uncertainties that may negatively impact the timing or amounts of operating cash flows, and which are discussed in Item 1A. Risk Factors.

CREDIT RISK

Dominion’sDominion Energy’s exposure to potential concentrations of credit risk results primarily from its energy marketing and price risk management activities. Presented below is a summary of Dominion’sDominion Energy’s credit exposure as of December 31, 20162018 for these

activities. Gross credit exposure for each counterparty is calculated as outstanding receivables plus any unrealizedon- oroff-balance sheet exposure, taking into account contractual netting rights.

 

  Gross
Credit
Exposure
   Credit
Collateral
   Net
Credit
Exposure
   

Gross
Credit

Exposure

   

Credit

Collateral

   

Net
Credit

Exposure

 
(millions)                        

Investment grade(1)

  $36    $    $36     $101    $4    $97 

Non-investment grade(2)

   9          9     1        1 

No external ratings:

            

Internally rated-investment grade(3)

   16          16  

Internallyrated-non-investment grade(4)

   37          37  

Internally rated—investment grade(3)

   3        3 

Internallyrated—non-investment grade(4)

   44        44 

Total

  $98    $    $98    $149   $4   $145 

 

(1)

Designations as investment grade are based upon minimum credit ratings assigned by Moody’s and Standard & Poor’s. The five largest counterparty exposures, combined, for this category represented approximately 27%60% of the total net credit exposure.

(2)

The five largest counterparty exposures, combined, for this category represented less than 1% of the total net credit exposure.

(3)

The five largest counterparty exposures, combined, for this category represented approximately 10%2% of the total net credit exposure.

(3)(4)

The five largest counterparty exposures, combined, for this category represented approximately 15%26% of the total net credit exposure.

(4)The five largest counterparty exposures, combined, for this category represented approximately 16% of the total net credit exposure.

Investing Cash Flows

Net cash used in Dominion’sDominion Energy’s investing activities increased $4.2decreased $3.6 billion, primarily due to proceeds from the Dominion Questar Combinationsale of certain merchant generation facilities and higher capital expenditures, partially offset byequity method investments and decreases in plant construction due to the absencecommencement of Dominion’s acquisitioncommercial operations of DCG in 2015the Liquefaction Project and the acquisition of fewer solar development projects in 2016.Greensville County.

Financing Cash Flows and Liquidity

Dominion Energy relies on capital markets as significant sources of funding for capital requirements not satisfied by cash provided by its operations. As discussed inCredit Ratings, Dominion’sDominion Energy’s ability to borrow funds or issue securities and the return demanded by investors are affected by credit ratings. In addition, the raising of external capital is subject to certain regulatory requirements, including registration with the SEC for certain issuances.

Dominion Energy currently meets the definition of a well-known seasoned issuer under SEC rules governing the registration, communications and offering processes under the Securities Act of 1933. The rules provide for a streamlined shelf registration process to provide registrants with timely access to capital. This allows Dominion Energy to use automatic shelf registration statements to register any offering of securities, other than those for exchange offers or business combination transactions.

Net cash provided by Dominion’s financing activities increased $3.9 billion, primarily reflecting higher net debt issuances and higher issuances of common stock and Dominion Midstream common and convertible preferred units in connection with the Dominion Questar Combination.

51



Management’s Discussion and Analysis of Financial Condition and Results of Operations, Continued

LIABILITY MANAGEMENT

During 2014, Dominion elected to redeem certain debt and preferred securities prior to their stated maturities. Proceeds from the issuance of lower-cost senior and enhanced junior subordinated notes were used to fund the redemption payments. See Note 17 to the Consolidated Financial Statements for descriptions of these redemptions.

From time to time, Dominion Energy may reduce its outstanding debt and level of interest expense through redemption of debt securities prior to maturity and repurchases in the open market, in privately negotiated transactions, through tender offers or otherwise.

Net cash used by Dominion Energy’s financing activities in 2018 was $2.2 billion compared to net cash provided by financing activities in 2017 of $1.3 billion, primarily due to net debt repayments in 2018 compared to net debt issuances in 2017, partially offset by the issuance of common stock.

59


Management’s Discussion and Analysis of Financial Condition and Results of Operations, Continued

CREDIT FACILITIESAND SHORT--TTERMERM DEBT

Dominion Energy uses short-term debt to fund working capital requirements and as a bridge to long-term debt financings. The levels of borrowing may vary significantly during the course of the year, depending upon the timing and amount of cash requirements not satisfied by cash from operations. In January 2016,addition, Dominion expanded its short-term funding resources through a $1.0 billion increase to one of its joint revolving credit facility limits. In addition, DominionEnergy utilizes cash and letters of credit to fund collateral requirements. Collateral requirements are impacted by commodity prices, hedging levels, Dominion’sDominion Energy’s credit ratings and the credit quality of its counterparties.

In connection with commodity hedging activities, Dominion Energy is required to provide collateral to counterparties under some circumstances. Under certain collateral arrangements, Dominion Energy may satisfy these requirements by electing to either deposit cash, post letters of credit or, in some cases, utilize other forms of security. From time to time, Dominion Energy may vary the form of collateral provided to counterparties after weighing the costs and benefits of various factors associated with the different forms of collateral. These factors include short-term borrowing and short-term investment rates, the spread over these short-term rates at which Dominion Energy can issue commercial paper, balance sheet impacts, the costs and fees of alternative collateral postings with these and other counterparties and overall liquidity management objectives.

Dominion’sDominion Energy’s commercial paper and letters of credit outstanding, as well as capacity available under its credit facilities,facility, were as follows:

 

December 31, 2016  

Facility

Limit

   

Outstanding

Commercial

Paper

  

Outstanding

Letters of

Credit

   

Facility

Capacity

Available

 
(millions)               

Joint revolving credit facility(1)(2)

  $5,000    $3,155   $    $1,845  

Joint revolving credit facility(1)

   500         85     415  

Total

  $5,500    $3,155(3)  $85    $2,260  
    Facility
Limit
   Outstanding
Commercial
Paper(1)
   Outstanding
Letters of
Credit
   Facility
Capacity
Available
 
(millions)                

At December 31, 2018

        

Joint revolving credit facility(2)

  $6,000    $324    $88   $5,588 

 

(1)

In May 2016,The weighted-average interest rate of the maturity dates for these facilities were extended from April 2019 to April 2020. Theseoutstanding commercial paper supported by Dominion Energy’s credit facilitiesfacility was 2.93% at December 31, 2018.

(2)

This credit facility matures in March 2023 and can be used to support bank borrowings and the issuance of commercial paper, as well as to support up to a combined $2.0 billion of letters of credit.

(2)In January 2016, this facility limit was increased from $4.0 billion to $5.0 billion.
(3)The weighted-average interest rate of the outstanding commercial paper supported by Dominion’s credit facilities was 1.05% at December 31, 2016.

In connection with the SCANA Combination, Dominion Questar’s revolving multi-yearEnergy intends to terminate SCANA, SCE&G and364-day PSNC’s existing credit facilities, withwhich have limits of $500$400 million, $700 million and $250$200 million, respectively, wereand add SCE&G as aco-borrower to its $6.0 billion joint revolving credit facility in the first quarter of 2019 once certain regulatory approvals are obtained. In January 2019, Virginia Power and SCE&G, asco-borrowers, filed with the Virginia Commission and the South Carolina Commission, respectively, for approval. In February 2019, the Virginia Commission approved the request. SCE&G is required to obtain FERC approval to issue short-term indebtedness, including commercial paper, and to assume liabilities as a guarantor. In February 2019, Dominion Energy terminated in October 2016.

SHORT-TERM NOTESSouth Carolina Fuel Company, Inc.’s existing credit facility of $500 million.

In November 2015,2017, Dominion issued $400Energy filed an SEC shelf registration statement for the sale of up to $3.0 billion of variable denomination floating rate demand notes, called Dominion Energy Reliability InvestmentSM. The registration limits the

principal amount that may be outstanding at any one time to $1.0 billion. The notes are offered on a continuous basis and bear interest at a floating rate per annum determined by the Dominion Energy Reliability Investment Committee, or its designee, on a weekly basis. The notes have no stated maturity date, arenon-transferable and may be redeemed in whole or in part by Dominion Energy or at the investor’s option at any time. The balance as of December 31, 2018 was $10 million. The notes are short-term debt obligations on Dominion Energy’s Consolidated Balance Sheets. The proceeds will be used for general corporate purposes and to repay debt.

In March 2018, Dominion Energy Midstream entered into a $500 million revolving credit facility. The credit facility was scheduled to mature in March 2021, bore interest at a variable rate, and was used to support bank borrowings and the issuance of commercial paper, as well as to support up to $250 million of private placement short-term notesletters of credit. At December 31, 2018, Dominion Energy Midstream had $73 million outstanding under this credit facility. In February 2019, Dominion Energy Midstream terminated the facility subsequent to repaying the outstanding balance, plus accrued interest.

In October 2018, Dominion Energy entered into a credit agreement, which allows Dominion Energy to issue up to approximately $21 million in letters of credit. At December 31, 2018, approximately $21 million in letters of credit were outstanding under this agreement. The facility terminates in June 2020.

In February and June 2018, Dominion Energy borrowed $950 million and $500 million, respectively, under364-Day Term Loan Agreements that matured in May 2016 and bore interest at a variable rate. In December 2015, Dominion issued an additional $200 million ofSeptember 2018, the variable rate short-term notes that matured in May 2016. The proceeds were usedprincipal outstanding plus accrued interest for general corporate purposes.

In February 2016, Dominion purchased and cancelled $100 million of the variable rate short-term notes that would have otherwise matured in May 2016 using the proceeds from the February 2016 issuance of senior notes that mature in 2018.

In September 2016, Dominion borrowed $1.2 billion under a term loan agreement that bore interest at a variable rate. The net proceeds were used to finance the Dominion Questar Combination. In December 2016, the loanboth borrowings was repaid with cash received from Dominion Midstream in connection with the contribution of Questar Pipeline. The loan would have otherwise matured in September 2017. See Note 3 to the Consolidated Financial Statements for more information.repaid.

LONG--TTERMERM DEBT

During 2016,2018, Dominion Energy issued the following long-term public debt:

 

Type  Principal   Rate Maturity   Issuer   Principal   Rate Maturity 
  (millions)             (millions)       

Senior notes

   Dominion Energy   $300    4.250  2028 

Senior notes

   Virginia Power    700    3.800  2028 

Senior notes

  $500     1.60  2019     Virginia Power    600    4.600  2048 

Senior notes

   400     2.00  2021     Dominion Energy Gas    500    variable   2021 

Remarketable subordinated notes

   700     2.00  2021  

Remarketable subordinated notes

   700     2.00  2024  

Senior notes

   400     2.85  2026  

Senior notes

   400     2.95  2026  

Senior notes

   750     3.15  2026  

Senior notes

   500     4.00  2046  

Enhanced junior subordinated notes

   800     5.25  2076  

Total notes issued

  $5,150          $2,100    

During 2016,2018, Dominion Energy also issued the following long-term private debt:

In February 2016,January 2018, Dominion Energy Questar Pipeline issued, $500through private placement, $100 million of 2.125%3.53% senior notes in a private placement. Theand $150 million of 3.91% senior notes that mature in 2018.2028 and 2038, respectively. The proceeds were used to repay or repurchase short-term debt, including commercial paper and short-termmaturing long-term debt.
In April 2018, Questar Gas issued through private placement $50 million of 3.30% senior notes and for general corporate purposes.

In May 2016, Dominion Gas issued $150$100 million of private placement 3.8%3.97% senior notes that mature in 2031. The proceeds were used for general corporate purposes. In June 2016, Dominion Gas issued $250 million of private placement 2.875% senior notes that mature in 2023.2030 and 2047, respectively. The proceeds were used for general corporate purposes and to repay short-term debt, including commercial paper. Also in June 2016, Dominion Gas issued € 250 million of private placement 1.45% senior notes that mature in 2026. The notes were recorded at $280 million at issuance and included in long-term debt in the Consolidated Balance Sheets at $263 million at December 31,

 

 

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2016. The proceeds were used for general corporate purposes and to repay short-term debt, including commercial paper.

In September 2016,May 2018, Dominion Energy issued $300through private placement $500 million of private placement 1.50%variable rate senior notes that mature in 2018.2020. The proceeds were used for general corporate purposes and to repay short-term debt, including commercial paper. In November 2018, the notes were redeemed at the principal outstanding plus accrued interest.
In December 2016, Questar GasNovember 2018, Eagle Solar issued $50through private placement $362 million of 3.62% private placement4.82% senior secured notes and $50 million of 3.67% private placement senior notes, thatwhich mature in 2046December 2042. The debt is nonrecourse to Dominion Energy and 2051, respectively.is secured by Eagle Solar’s interest in certain merchant solar facilities. The proceeds were used for general corporate purposes.
In December 2016,the reimbursement of equity amounts previously invested by Dominion issued $250 millionEnergy in the acquisition, development or construction of private placement 1.875% senior notes that maturethe projects in 2018. The proceeds were used for general corporate purposes and to repay short-term debt, including commercial paper.Eagle Solar.

During 2016,2018, Dominion Energy also remarketedborrowed the following under a term loan agreement:

In September 2018, Cove Point closed on an up to $3.0 billion term loan that is secured by Dominion Energy’s common equity interest in Cove Point, bears interest at a variable rate and matures in 2021. In accordance with the terms of the term loan, Cove Point borrowed $2.0 billion and $1.0 billion in September 2018 and December 2018, respectively. Under the terms of the term loan, Cove Point faces certain restrictions on issuing additional debt, divesting the Cove Point LNG Facility, paying distributions to Dominion Energy or taking certain other actions without necessary approvals.

During 2018, in addition to the November 2018 redemption described above, Dominion Energy redeemed the following long-term debt:

In March 20162018, Virginia Power redeemed $100 million of its variable ratetax-exempt financings which would otherwise have matured in 2024, 2026 and May 2016,2027.
In December 2018, Virginia Power redeemed its $14 million 5.60% Economic Development Authority of the County of Chesterfield Solid Waste and Sewage Disposal Revenue Bonds, Series 2007A, due in 2031 at the principal outstanding plus accrued interest.
In December 2018, Dominion successfully remarketedEnergy redeemed the $550 million 2013following outstanding series of senior notes: 2011 Series A 1.07% RSNs4.45% Senior Notes due 2021, 2014 Series B 2.50% Senior Notes due 2019 and 2014 Series C 3.625% Senior Notes due 2024 with an aggregate outstanding principal of $1.7 billion plus accrued interest and the $550 million 2013 Series B 1.18% RSNs due 2019, respectively, pursuant to the termsapplicable make-whole premium of the related 2013 Equity Units. In connection with the remarketings, the interest rates on the Series A and Series B junior subordinated notes were reset to 4.104% and 2.962%, respectively. Dominion did not receive any proceeds from the remarketings.$34 million. See Note 17 to the Consolidated Financial Statements for more information.
In December 2016, Virginia Power remarketed the $37 million Industrial Development Authoritya description of the Town of Louisa, Virginia Pollution Control Refunding Revenue Bonds, Series 2008 C, which mature in 2035 and bear interest at a coupon rate of 1.85% until May 2019 after which they will bear interest at a market rate to be determined at that time. Previously, the bonds bore interest at a coupon rate of .70%. This remarketing was accounted for as a debt extinguishment with the previous investors.senior note redemptions.

During 2016,2018, Dominion also borrowed the following under term loan agreements:Energy repaid and repurchased $5.7 billion of long-term debt, including redemption premiums.

In December 2016,February 2019, Dominion Energy Midstream borrowedrepaid its $300 million under avariable rate term loan agreement that maturesdue in December 2019 at the principal outstanding plus accrued interest.

In February 2019, SCANA launched a tender offer for certain of its medium term notes having an aggregate purchase price of up to $300 million that expires in March 2019. Also in February 2019, SCE&G launched a tender offer for any and bears interest atall of certain of its first mortgage bonds pursuant to which it purchased first mortgage bonds having an aggregate purchase price of $1.0 billion.

SCE&G simultaneously launched a variable rate. The net proceeds were usedtender offer that expires in March 2019 for certain other of its first mortgage bonds having an aggregate purchase price equal to finance a portion$1.2 billion less the aggregate purchase price paid in the any and all tender offer.

NONCONTROLLING INTERESTIN DOMINION ENERGY MIDSTREAM

In May 2018, all of the acquisitionsubordinated units of Questar Pipeline from Dominion. See Note 3 toDominion Energy Midstream held by Dominion Energy were converted into common units on a 1:1 ratio following the Consolidated Financial Statementspayment of Dominion Energy Midstream’s distribution for more information.

the first quarter of 2018. In December 2016, SBL Holdco borrowed $405June 2018, Dominion Energy, as general partner, exercised an incentive distribution right reset as defined in Dominion Energy Midstream’s partnership agreement and received 26.7 million undercommon units representing limited partner interests in Dominion Energy Midstream. As a term loan agreement that bears interest at a variable rate. The term loan amortizes over an18-year period and maturesresult of the increase in December 2023. The debt is nonrecourse to Dominion and is secured by SBL Holdco’sits ownership interest in certain merchant solar facilities. See Note 15 toDominion Energy Midstream, Dominion Energy recorded a decrease in noncontrolling interest, and a corresponding increase in shareholders’ equity, of $375 million reflecting the Consolidated Financial Statements for more information. The proceeds were used for general corporate purposes.

During 2016,change in the carrying value of the interest in the net assets of Dominion repaid $1.8 billion of short-term notes and repaid and repurchased $1.6 billion of long-term debt.Energy Midstream held by others.

In January 2017,2019, Dominion issued $400Energy and Dominion Energy Midstream closed on an agreement and plan of merger pursuant to which Dominion Energy acquired each outstanding common unit representing limited partner interests in Dominion Energy Midstream not already owned by Dominion Energy through the issuance of 22.5 million shares of 1.875% senior notescommon stock valued at $1.6 billion. Under the terms of the agreement and $400 millionplan of 2.75% senior notes that maturemerger, each publicly held outstanding common unit representing limited partner interests in 2019 and 2022, respectively.Dominion Energy Midstream was converted into the right to receive 0.2492 shares of Dominion Energy common stock. Immediately prior to the closing, each Series A Preferred Unit representing limited partner interests in Dominion Energy Midstream was converted into common units representing limited partner interests in Dominion Energy Midstream in accordance with the terms of Dominion Energy Midstream’s partnership agreement.

ISSUANCEOF COMMON STOCKAND OTHER EQUITY SECURITIES

Dominion Energy maintains Dominion Energy Direct® and a number of employee savings plans through which contributions may be

invested in Dominion’sDominion Energy’s common stock. These shares may either be newly issued or purchased on the open market with proceeds contributed to these plans. In January 2014,Currently, Dominion began purchasing its common stock on the open market for these plans. In April 2014, Dominion beganEnergy is issuing new shares of common sharesstock for these direct stock purchase plans.

During 2016,2018, Dominion issued 4.2Energy received cash proceeds of $2.5 billion, net of fees and commissions from the issuance of approximately 36 million shares of common stock totaling $314through various programs including the forward sale agreements described in Note 19 resulting in approximately 681 million through employee savings plans, directshares of common stock purchase and dividend reinvestment plans and other employee and director benefit plans. Dominion receivedoutstanding at December 31, 2018. These proceeds include cash proceeds of $295$315 million from the issuance of 4.04.5 million of such shares through Dominion Energy Direct® and employee savings plans.

In both April 2016 and July 2016,2018, Dominion Energy issued 8.5 million shares under the related stock purchase contract entered into as part of Dominion’s 2013 Equity Units and received $1.1 billion of total proceeds. Additionally, Dominion completed a market issuance of equity in April 2016 of 10.29.3 million shares and received cash proceeds of $756$692 million, net of fees and commissions paid of $7 million through itsat-the-market programs. See Note 19 for a registered underwritten public offering. A portiondescription of the netat-the-market programs.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations, Continued

Dominion Energy entered in March 2018, and closed in April 2018, separate forward sale agreements with Goldman Sachs & Co. LLC and Credit Suisse Capital LLC, as forward purchasers, and an underwriting agreement with Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein, relating to an aggregate of 20.0 million shares of Dominion Energy common stock. The underwriting agreement granted the underwriters a30-day option to purchase up to an additional three million shares of Dominion Energy common stock, which the underwriters exercised with respect to approximately 2.1 million shares in April 2018. Dominion Energy entered into separate forward sale agreements with the forward purchasers with respect to the additional shares. In December 2018, Dominion Energy received proceeds was used to financeof $1.4 billion upon the Dominion Questar Combination.physical settlement of 22.1 million shares. See Note 3 to the Consolidated Financial Statements for more information.

During 2017, Dominion plans to issue shares for employee savings plans, direct stock purchase and dividend reinvestment plans and stock purchase contracts. See Note 1719 to the Consolidated Financial Statements for a description of the forward sale agreements.

In January 2019, in connection with the SCANA Combination, Dominion Energy issued 95.6 million shares of Dominion Energy common stock, valued at $6.8 billion, representing 0.6690 of a share of Dominion Energy common stock for each share of SCANA common stock outstanding at closing. SCANA’s outstanding debt totaled $6.9 billion at closing. Also in January 2019, Dominion Energy issued 22.5 million shares of common stock to be issued byacquire interests in Dominion Energy Midstream as noted above. In addition, during 2019, Dominion Energy plans to issue shares for employee savings plans and direct stock purchase contracts.

During the fourth quarter of 2016, Dominion Midstream received $482 million of proceeds from the issuance of common units and $490 million of proceeds from the issuance of convertible preferred units. The net proceeds were primarily used to finance a portion of the acquisition of Questar Pipeline from Dominion. See Note 3 to the Consolidated Financial Statements for more information.dividend reinvestment plans.

REPURCHASEOF COMMON STOCK

Dominion Energy did not repurchase any shares in 20162018 and does not plan to repurchase shares during 2017,2019, except for shares tendered by employees to satisfy tax withholding obligations on vested restricted stock, which does not count against its stock repurchase authorization.

PURCHASEOF DOMINION MIDSTREAM UNITS

In September 2015, Dominion initiated a program to purchase from the market up to $50 million of common units representing limited partner interests in Dominion Midstream, which expired in September 2016. Dominion purchased approximately 658,000 common units for $17 million and 887,000 common units for $25 million for the years ended December 31, 2016 and 2015, respectively.

ACQUISITIONOF DOMINION QUESTAR

In accordance with the terms of the Dominion Questar Combination, at closing, each share of issued and outstanding Dominion Questar common stock was converted into the right to receive $25.00 per share in cash. The total consideration was $4.4 billion based on 175.5 million shares of Dominion Questar outstanding at closing. Dominion also acquired Dominion Questar’s outstanding debt of approximately $1.5 billion. Dominion financed the Dominion Questar Combination through the: (1) August 2016 issuance of $1.4 billion of 2016 Equity Units, (2) August

53



Management’s Discussion and Analysis of Financial Condition and Results of Operations, Continued

2016 issuance of $1.3 billion of senior notes, (3) September 2016 borrowing of $1.2 billion under a term loan agreement, which was repaid with cash received from Dominion Midstream in connection with the contribution of Questar Pipeline and (4) $500 million of the proceeds from the April 2016 issuance of common stock.

Credit Ratings

Credit ratings are intended to provide banks and capital market participants with a framework for comparing the credit quality of securities and are not a recommendation to buy, sell or hold securities. Dominion Energy believes that its current credit ratings provide sufficient access to the capital markets. However, disruptions in the banking and capital markets not specifically related to Dominion Energy may affect its ability to access these funding sources or cause an increase in the return required by investors. Dominion’sDominion Energy’s credit ratings affect its liquidity, cost of borrowing under credit facilities and collateral posting requirements under commodity contracts, as well as the rates at which it is able to offer its debt securities.

Both quantitative (financial strength) and qualitative (business or operating characteristics) factors are considered by the credit rating agencies in establishing an individual company’s credit rating. Credit ratings should be evaluated independently and are subject to revision or withdrawal at any time by the assigning rating organization. The credit ratings for Dominion Energy are affected by its financial profile, mix of regulated and nonregulated businesses and respective cash flows, changes in methodologies used by the rating agencies and event risk, if applicable, such as major acquisitions or dispositions.

In February 2016, Standard & Poor’s lowered the following ratings for Dominion: issuer to BBB+ fromA-, senior unsecured debt securities to BBB from BBB+December 2018, Moody’s and junior/remarketable subordinated debt securities toBBB- from BBB. In addition, Standard & Poor’s affirmed Dominion’s commercial paperDominion Energy’s ratings and changed Dominion Energy’s rating ofA-2 and revised its outlook to stable from negative.

In March 2016, FitchCredit ratings and Standard & Poor’s changed the rating for Dominion’s junior subordinated debt securities to account for its inability to defer interest payments on the remarketed 2013 Series A RSNs. Subsequently, junior subordinated debt securities without an interest deferral feature are rated one notch higher by Fitch and Standard & Poor’s (BBB) than junior subordinated debt securities with an interest deferral feature (BBB-). See Note 17 to the Consolidated Financial Statements for a description of the remarketed notes.

Credit ratingsoutlooks as of February 23, 201725, 2019 follow:

 

    Fitch   Moody’s   Standard & Poor’s 

Dominion Energy

      

Issuer

   BBB+    Baa2    BBB+ 

Senior unsecured debt securities

   BBB+    Baa2    BBB 

Junior subordinated notes(1)

   BBB    Baa3    BBB 

Enhanced junior subordinated notes(2)

   BBB-    Baa3    BBB- 

Junior/remarketable subordinated notes(2)

   BBB-    Baa3    BBB- 

Commercial paper

   F2    P-2    A-2 

Outlook

StableStableStable

 

(1)

Securities do not have an interest deferral feature.

(2)

Securities have an interest deferral feature.

As of February 23, 2017, Fitch, Moody’s, and Standard & Poor’s maintained a stable outlook for their respective ratings of Dominion.

A downgrade in an individual company’s credit rating does not necessarily restrict its ability to raise short-term and long-term financing as long as its credit rating remains investment grade, but it could result in an increase in the cost of borrowing. Dominion Energy works closely with Fitch, Moody’s and Standard & Poor’s with the objective of achieving its targeted credit ratings. Dominion Energy may find it necessary to modify its business plan to maintain or achieve appropriate credit ratings and such changes may adversely affect growth and EPS.

Debt Covenants

As part of borrowing funds and issuing debt (both short-term and long-term) or preferred securities, Dominion Energy must enter into enabling agreements. These agreements contain covenants that, in the event of default, could result in the acceleration of principal and interest payments; restrictions on distributions related to capital stock, including dividends, redemptions, repurchases, liquidation payments or guarantee payments; and in some cases, the termination of credit commitments unless a waiver of such requirements is agreed to by the lenders/security holders. These provisions are customary, with each agreement specifying which covenants apply. These provisions are not necessarily unique to Dominion.Dominion Energy.

Some of the typical covenants include:

The timely payment of principal and interest;
Information requirements, including submitting financial reports filed with the SEC and information about changes in Dominion’sDominion Energy’s credit ratings to lenders;
Performance obligations, audits/inspections, continuation of the basic nature of business, restrictions on certain matters related to merger or consolidation and restrictions on disposition of all or substantially all assets;
Compliance with collateral minimums or requirements related to mortgage bonds; and
Limitations on liens.

Dominion Energy is required to pay annual commitment fees to maintain its credit facilities.facility. In addition, Dominion’sDominion Energy’s credit agreements containagreement contains various terms and conditions that could affect its ability to borrow under these facilities.the facility. They include a maximum debt to total capital ratiosratio and cross-default provisions.

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As of December 31, 2016,2018, the calculated total debt to total capital ratio, pursuant to the terms of the agreements,agreement, was as follows:

 

Company  Maximum Allowed Ratio(1) Actual Ratio(2)   Maximum Allowed Ratio Actual Ratio(1)(2) 

Dominion

   70  61% 

Dominion Energy

   67.5  53.4% 

 

(1)Pursuant to a waiver received in April 2016 and in connection with the closing of the Dominion Questar Combination, the 65% maximum debt to total capital ratio in Dominion’s credit agreements has, with respect to Dominion only, been temporarily increased to 70% until the end of the fiscal quarter ending June 30, 2017.
(2)

Indebtedness as defined by the bank agreements excludes certain junior subordinated and remarketable subordinated notes reflected as long-term debt as well as AOCI reflected as equity in the Consolidated Balance Sheets.

(2)
54

At January 1, 2019, the calculated total debt to total capital ratio, as adjusted for the SCANA Combination was 52.8%.



If Dominion Energy or any of its material subsidiaries fails to make payment on various debt obligations in excess of $100 million, the lenders could require the defaulting company, if it is a borrower under Dominion’sDominion Energy’s credit facilities,facility, to accelerate its repayment of any outstanding borrowings and the lenders could terminate their commitments, if any, to lend funds to that company under the credit facilities.facility. In addition, if the defaulting company is Virginia Power, Dominion’sDominion Energy’s obligations to repay any outstanding borrowing under the credit facilitiesfacility could also be accelerated and the lenders’ commitments to Dominion Energy could terminate.

Dominion Energy executed RCCs in connection with its issuance of the following hybrid securities:

June 2006 hybrids;
hybrids and September 2006 hybrids; and
June 2009 hybrids.

In October 2014, Dominion redeemed all of the June 2009 hybrids. The redemption was conducted in compliance with the RCC. See Note 17 to the Consolidated Financial Statements for additional information, including terms of the RCCs.

At December 31, 2016,2018, the termination dates and covered debt under the RCCs associated with Dominion’sDominion Energy’s hybrids were as follows:

 

Hybrid

  

RCC
Termination
Date

Termination

Date

   

Designated Covered Debt


Under RCC

 

June 2006 hybrids

   6/30/2036    September 2006 hybrids 

September 2006 hybrids

   9/30/2036    June 2006 hybrids 

Dominion Energy monitors these debt covenants on a regular basis in order to ensure that events of default will not occur. As of December 31, 2016,2018, there have been no events of default under Dominion’sDominion Energy’s debt covenants.

Dividend Restrictions

Certain agreements associated with Dominion’sDominion Energy’s credit facilitiesfacility contain restrictions on the ratio of debt to total capitalization. These limitations did not restrict Dominion’sDominion Energy’s ability to pay dividends or receive dividends from its subsidiaries at December 31, 2016.2018.

See Note 17 to the Consolidated Financial Statements for a description of potential restrictions on dividend payments by Dominion Energy, including in connection with the deferral of interest payments and contract adjustment payments on certain junior subordinated notes and equity units, initially in the form of corporate units, which information is incorporated herein by reference.

Future Cash Payments for Contractual Obligations and Planned Capital Expenditures

CONTRACTUAL OBLIGATIONS

Dominion Energy is party to numerous contracts and arrangements obligating it to make cash payments in future years. These contracts include financing arrangements such as debt agreements and leases, as well as contracts for the purchase of goods and services and financial derivatives. Presented below is a table summarizing cash payments that may result from contracts to which Dominion Energy is a party as of December 31, 2016.2018. In addition, see Note 3 to the Consolidated Financial Statements for a description of significant contractual obligations acquired in the SCANA Combination. For purchase obligations and

other liabilities, amounts are based upon contract terms, including fixed and minimum quantities to be purchased at fixed or market-based prices. Actual cash payments will be based upon actual quantities purchased and prices paid and will likely differ from amounts presented below. The table excludes all amounts classified as current liabilities in the Consolidated Balance Sheets, other than current maturities of long-term debt, interest payable and certain derivative instruments. The majority of Dominion’sDominion Energy’s current liabilities will be paid in cash in 2017.2019.

 

 2017 

2018-

2019

 

2020-

2021

 2022 and
thereafter
 Total  

2019

 

 

2020-
2021

 

 

2022-
2023

 

 

2024 and
thereafter

 

 

Total

 

 
(millions)                      

Long-term debt(1)

 $1,711  $6,666  $3,888  $19,927  $32,192 

Interest payments(2)

  1,339   2,349   1,902   14,596   20,186 

Leases(3)

  72   127   71   238   508 

Long-term debt(1)(2)

 $3,607  $7,333  $3,238  $20,931  $35,109 

Interest payments(3)

  1,419   2,456   2,037   15,629   21,541 

Operating leases

  64   116   85   384   649 

Purchase obligations(4):

          

Purchased electric capacity for utility operations

  149   153   98      400   60   98         158 

Fuel commitments for utility operations

  1,300   1,163   386   1,487   4,336   1,060   644   363   1,057   3,124 

Fuel commitments for nonregulated operations

  122   114   124   131   491   35   169   84   113   401 

Pipeline transportation and storage

  305   495   380   1,253   2,433   329   537   403   1,723   2,992 

Other(5)

  648   179   43   14   884   206   122   48   13   389 

Other long-term liabilities(6):

          

Other contractual obligations(7)

  77   188   28   24   317   88   53   19   42   202 

Total cash payments

 $5,723  $11,434  $6,920  $37,670  $61,747  $6,868  $11,528  $6,277  $39,892  $64,565 

 

(1)

Based on stated maturity dates rather than the earlier redemption dates that could be elected by instrument holders.

(2)

Includes capital leases. See Note 17 to the Consolidated Financial Statements for more information.

(3)

Includes interest payments over the terms of the debt and payments on related stock purchase contracts. Interest is calculated using the applicable interest rate or forward interest rate curve at December 31, 20162018 and outstanding principal for each instrument with the terms ending at each instrument’s stated maturity. See Note 17 to the Consolidated Financial Statements. Does not reflect Dominion’sDominion Energy’s ability to defer interest and stock purchase contract payments on certain junior subordinated notes or RSNs and equity units, initially in the form of Corporate Units.

(3)Primarily consists of operating leases.

(4)

Amounts exclude open purchase orders for services that are provided on demand, the timing of which cannot be determined.

(5)

Includes capital, operations, and maintenance commitments.

(6)

Excludes regulatory liabilities, AROs and employee benefit plan obligations, which are not contractually fixed as to timing and amount. See Notes 12, 14 and 21 to the Consolidated Financial Statements. Due to uncertainty about the timing and amounts that will ultimately be paid, $48$29 million of income taxes payable associated with unrecognized tax

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Management’s Discussion and Analysis of Financial Condition and Results of Operations, Continued

benefits are excluded. Deferred income taxes are also excluded since cash payments are based primarily on taxable income for each discrete fiscal year. See Note 5 to the Consolidated Financial Statements.
(7)

Includes interest rate and foreign currency swap agreements.

PLANNED CAPITAL EXPENDITURES

Dominion’sDominion Energy’s planned capital expenditures are expected to total approximately $5.8$6.3 billion, $5.0$7.3 billion and $5.2$6.9 billion in 2017, 20182019, 2020 and 2019,2021, respectively. Dominion’sDominion Energy’s planned expenditures are expected to include construction and expansion of electric generation and natural gas transmission and storage facilities, construction improvements and expansion of electric transmission and distribution assets, purchases of nuclear fuel, maintenance and the construction of the Liquefaction Project and Dominion’s portion of theexpected contributions to Atlantic Coast Pipeline.

55



Management’s Discussion and Analysis of Financial Condition and Results of Operations, Continued

Dominion Energy expects to fund its capital expenditures with cash from operations and a combination of securities issuances and short-term borrowings. Planned capital expenditures include capital projects that are subject to approval by regulators and the Board of Directors.

SeeDVP, DominionPower Delivery, Power Generation, Gas Infrastructureand DominionSoutheast Energy-Properties in Item 1. Business for a discussion of Dominion’sDominion Energy’s expansion plans.

These estimates are based on a capital expenditures plan reviewed and endorsed by Dominion’sDominion Energy’s Board of Directors in late 20162018 and are subject to continuing review and adjustment and actual capital expenditures may vary from these estimates. Dominion Energy may also choose to postpone or cancel certain planned capital expenditures in order to mitigate the need for future debt financings and equity issuances.

Use ofOff-Balance Sheet Arrangements

LEASING ARRANGEMENT

In July 2016, Dominion Energy signed an agreement with a lessor to construct and lease a new corporate office property in Richmond, Virginia. The lessor is providing equity and has obtained financing commitments from debt investors, totaling $365 million, to fund the estimated project costs. The project is expected to be completed bymid-2019. Dominion Energy has been appointed to act as the construction agent for the lessor, during which time Dominion Energy will request cash draws from the lessor and debt investors to fund all project costs, which totaled $46$281 million as of December 31, 2016.2018. If the project is terminated under certain events of default, Dominion Energy could be required to pay up to 89.9% of the then funded amount. For specific full recourse events, Dominion Energy could be required to pay up to 100% of the then funded amount.

The five-year lease term will commence once construction is substantially complete and the facility is able to be occupied. At the end of the initial lease term, Dominion Energy can (i) extend the term of the lease for an additional five years, subject to the approval of the participants, at current market terms, (ii) purchase the property for an amount equal to the project costs or, (iii) subject to certain terms and conditions, sell the property on behalf of the lessor to a third party using commercially reasonable efforts to obtain the highest cash purchase price for the property. If the project is sold and the proceeds from the sale are insufficient to repay the investors for the project costs, Dominion

Energy may be required to make a payment to the lessor, up to 87% of project costs, for the difference between the project costs and sale proceeds.

The respective transactions have been structured so that Dominion Energy is not considered the owner during construction for financial accounting purposes and, therefore, will not reflect the construction activity in its consolidated financial statements. The financialIn accordance with revised accounting treatmentguidance pertaining to the recognition, measurement, presentation and disclosure of leasing arrangements, which is effective in January 2019, Dominion Energy expects to recognize aright-of-use asset and a corresponding finance lease liability at the commencement of the lease agreement will be impacted by the new accounting standard issued in February 2016. See Note 2 to the Consolidated Financial Statements for additional information.term. Dominion Energy will be considered the owner of the leased property for tax purposes, and as a result, will be entitled to tax deductions for depreciation and interest expense.

GUARANTEES

Dominion Energy primarily enters into guarantee arrangements on behalf of its consolidated subsidiaries. These arrangements are not sub-

jectsubject to the provisions of FASB guidance that dictate a guarantor’s accounting and disclosure requirements for guarantees, including indirect guarantees of indebtedness of others.In addition, Dominion Energy has provided a guarantee to support a portion of Atlantic Coast Pipeline’s obligation under a $3.4 billion revolving credit facility. See Note 22 to the Consolidated Financial Statements for additional information, which information is incorporated herein by reference.

 

 

FUTURE ISSUES AANDND OTHER MATTERS

See Item 1. Business and Notes 13 and 22 to the Consolidated Financial Statements for additional information on various environmental, regulatory, legal and other matters that may impact future results of operations, financial condition and/or cash flows.

Environmental Matters

Dominion Energy is subject to costs resulting from a number of federal, state and local laws and regulations designed to protect human health and the environment. These laws and regulations affect future planning and existing operations. They can result in increased capital, operating and other costs as a result of compliance, remediation, containment and monitoring obligations.

ENVIRONMENTAL PROTECTIONAND MONITORING EXPENDITURES

Dominion Energy incurred $394$198 million, $298$200 million and $313$394 million of expenses (including accretion and depreciation) during, 2016, 2015,2018, 2017 and 20142016 respectively, in connection with environmental protection and monitoring activities, including charges related to future ash pond and landfill closure costs, andactivities. Dominion Energy expects these expenses to be approximately $190$191 million and $185$183 million in 20172019 and 2018,2020, respectively. In addition, capital expenditures related to environmental controls were $104 million, $201 million, and $191 million $94 million,for 2018, 2017 and $101 million for 2016, 2015 and 2014, respectively. TheseDominion Energy expects these expenditures are expected to be approximately $185$192 million and $115$203 million for 20172019 and 2018,2020, respectively.

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FUTURE ENVIRONMENTAL REGULATIONS

Air

The CAA is a comprehensive program utilizing a broad range of regulatory tools to protect and preserve the nation’s air quality. At a minimum, delegated states are required to establish regulatory programs to address all requirements of the CAA. However, states may choose to develop regulatory programs that are more restrictive. Many of the Companies’ facilities are subject to the CAA’s permitting and other requirements.

In August 2015,2018, the EPA issued final carbon standardsproposed the Affordable Clean Energy rule as a replacement for existing fossil fuel power plants. Known as the Clean Power Plan, thePlan. The Affordable Clean Energy rule uses a set of measures for reducing emissions from existing sources that includes efficiency improvements at coal plants, displacing coal-fired generation with increased utilization of natural gas combined cycle units and expanding renewable resources. The new rule requires statesapplies to impose standards of performance limits for existing fossil fuel-fired steam electric generating units greater than or equivalent statewide intensity-basedequal to 25 MW, however, it does not apply to combustion turbines or mass-based CO2 binding goals or limits. States are requiredunits that burn biomass. The proposed rule includes unit-specific performance standards based on the degree of emission reduction levels achievable from unit efficiency improvements to submit finalbe determined by the permitting agency. The Affordable Clean Energy rule would require states to develop plans identifying how they will comply with the rule by September 2018. The EPA also issued a proposed federal plan and model trading rule that states can adopt or that would be put in place if, in response towithin three years of the final guidelines, arule to implement these performance standards. These state either does not submit a state plan or its plan is notplans must be approved by the EPA. Virginia Power’s most recent integrated resources plan filed in April 2016 includes four

56



alternative plans that represent plausible compliance strategies with the rule as proposed, and which include additional coal unit retirements and additional low orzero-carbon resources. The final rule has been challenged in the U.S. Court of Appeals for the D.C. Circuit. In February 2016, the U.S. Supreme Court issued a stay of the Clean Power Plan until the disposition of the petitions challenging the rule now before the Court of Appeals, and, if such petitions are filed in the future, before the U.S. Supreme Court. Dominion does not know whetherGiven these legal challenges will impact the submittal deadlines for the state implementation plans. In June 2016, the Governor of Virginia signed an executive order directing the Virginia Natural Resources Secretary to convene a workgroup charged with recommending concrete steps to reduce carbon pollution which include the Clean Power Plan as an option. Unless the rule survives the court challenges and until the state plans are developeddevelopments and the EPA approves the plans,associated federal and state regulatory and legal uncertainties, Dominion Energy cannot predict the potential financial statement impacts but believes the potential expenditures to comply could be material.

In December 2012, the EPA issued a final rule that set a more stringent annual air quality standard for fine particulate matter. The EPA issued final attainment/nonattainment designations in January 2015. Until states develop their implementation plans, Dominion cannot determine whether or how facilities located in areas designated nonattainment for the standard will be impacted, but does not expect such impacts to be material.

The EPA has finalized rules establishing a new1-hour NAAQS for NO2 and a new1-hour NAAQS for SO2, which could require additional NOX and SO2 controls in certain areas where Dominion operates. Until the states have developed implementation plans for these standards, the impact on Dominion’s facilities that emit NOX and SO2 is uncertain. Additionally, the impact of permit limits for implementing NAAQS on Dominion’s facilities is uncertain at this time.

Climate Change

In December 2015, the Paris Agreement was formally adopted under the United Nations Framework Convention on Climate Change. The accord establishes a universal framework for addressing GHG emissions involving actions by all nations through the concept of nationally determined contributions in which each nation defines the GHG commitment it can make and sets in place a process for increasing those commitments every five years. It also contains a global goal of holding the increase in the global average temperature to well below 2 degrees Celsius abovepre-industrial levels and to pursue efforts to limit the temperature increase to 1.5 degrees Celsius abovepre-industrial levels and to aim to reach global peaking of GHG emissions as soon as possible.

A key element of the initial U.S. nationally determined contributions of achieving a 26%commitment to 28% reduction below 2005 levels by 2025 isthe agreement was the implementation of the Clean Power Plan, which establishes interim emission reduction targets for fossil fuel-fired electric generating units over the period 2022 through 2029 with final targetsEPA has proposed to be achieved by 2030. The EPA estimatesrepeal. In June 2017, the Administration announced that the Clean Power Plan will resultU.S. intends to file to withdraw from the Paris Agreement in 2019. Several states, including Virginia, subsequently announced a nationwidecommitment to achieving the carbon reduction goals of the Paris Agreement. It is not possible at this time to predict the timing and impact of this withdrawal, or how any legal requirements in COthe U.S. at the federal, state or local levels pursuant to the Paris Agreement could impact the Companies’ customers or the business.

State Actions Related to Air and GHG Emissions

In August 2017, the Ozone Transport Commission released a draft model rule for control of NO2X emissions from fossil fuel-fired electric generating unitsnatural gas pipeline compressor fuel-fire prime movers. States within the ozone transport region, including states in which Dominion Energy has natural gas operations, are expected to develop reasonably achievable control technology rules for existing sources based on the Ozone Transport Commission model rule. States outside of 32% from 2005 levels by 2030.the Ozone Transport Commission may also consider the model rules in setting new reasonably achievable control technology standards.

In March 2016, as partJanuary 2018, the VDEQ published for comment a proposed state carbon regulation program linked to RGGI. In February 2019, the VDEQ proposed a revised rule with a 28 million ton initial carbon cap, which is 15% lower than the original proposal, based on revised modeling that uses projections of its Climate Action Plan, the EPA began development of regulations for reducing methane emissions

from existing sources in the oil andlower natural gas sectors. In November 2016, the EPA issued an Information Collection Requestprices and additional solar capacity. A final rule is expected inmid-2019. Several other states in which Dominion Energy operates, including Pennsylvania, New York, Maryland and Ohio are developing or have announced plans to collect information on existing sources upstream of local distribution companies in this sector. Depending on the results of this Information Collection Request, the EPA may propose newdevelop state-specific regulations on existing sources.to control GHG emissions, including methane. Dominion Energy cannot currently estimate the potential financial statement impacts on results of operations,related to these matters, but there could be a material impact to its financial condition and/or cash flows related to this matter.flows.

PHMSA Regulation

The most recent reauthorization of PHMSA included new provisions on historical records research, maximum-allowed operating pressure validation, use of automated or remote-controlled valves on new or replaced lines, increased civil penalties and evaluation of expanding integrity management beyond high-consequence areas. PHMSA has not yet issued new rulemaking on most of these items.

Legal Matters

Collective Bargaining Agreement

In April 2016, the labor contract between Dominion and Local 69 expired. In August 2016, the parties reached a tentative agreement for a new labor contract, however, the agreement was not submitted to members of Local 69 for approval. In September 2016, following a temporary lock out of union members, Local 69 agreed to not strike at DTI and Hope at least through April 1, 2017. In exchange, DTI and Hope agreed to recall the union members to work and not lock them out during that period. Contract negotiations resumed in October 2016 and are continuing. Local 69 represents approximately 760 DTI employees in West Virginia, New York, Pennsylvania, Ohio and Virginia and approximately 150 Hope employees in West Virginia.

Dodd-Frank Act

The Dodd-Frank Act was enacted into law in July 2010 in an effort to improve regulation of financial markets. The CEA, as amended by Title VII of the Dodd-Frank Act, requires certainover-the counter derivatives, or swaps, to be cleared through a derivatives clearing organization and, if the swap is subject to a clearing requirement, to be executed on a designated contract market or swap execution facility.Non-financial entities that use swaps to hedge or mitigate commercial risk, often referred to as end users, may elect theend-user exception to the CEA’s clearing requirements. Dominion Energy has elected to exempt its swaps from the CEA’s clearing requirements. The CFTC may continue to adopt final rules and implement provisions of the Dodd-Frank Act through its ongoing rulemaking process, including rules regarding margin requirements for non-cleared swaps. If, as a result of changes to the rulemaking process, Dominion’sDominion Energy’s derivative activities are not exempted from clearing, exchange trading or margin requirements, it could be subject to higher costs due to decreased market liquidity or increased margin payments. In addition, Dominion’sDominion Energy’s swap dealer counterparties may attempt to pass-through additional trading costs in connection with changes to or the implementationelimination of and compliance with,rulemaking that implements Title VII of the Dodd-Frank Act. Due to the evolving rulemaking process, Dominion Energy is currently unable to assess the potential impact of the Dodd-Frank Act’s derivative-related provisions on its financial condition, results of operations or cash flows.

Virginia Legislation

In February 2019, legislation was passed by the Virginia General Assembly, and is awaiting signature by the Governor of Virginia, which would require any CCR unit located at Virginia Power’s Bremo, Chesapeake, Chesterfield or Possum Point power stations that stop accepting CCR prior to July 2019 be closed by removing the CCR to an approved landfill or through recycling for beneficial reuse. The legislation further would require that at least 6.8 million cubic yards of CCR be beneficially reused and that costs associated with the closure of these CCR units be recoverable through a rate adjustment clause approved by the Virginia Commission with a revenue requirement that cannot exceed $225 million in any 12-month period. While the impacts of this rule could be material to Dominion Energy and Virginia Power’s financial condition and/or cash flows, such rate adjustment clause would substantially mitigate any impact to Dominion Energy and Virginia Power’s results of operations.

Atlantic Coast Pipeline

In September 2014, Dominion Energy, along with Duke and Southern Company Gas, announced the formation of Atlantic Coast Pipeline. Atlantic Coast Pipeline is focused on constructing an approximately600-mile natural gas pipeline running from West Virginia through Virginia to North Carolina. During the third and fourth quarters of 2018, a FERC stop work order together with delays in obtaining permits necessary for construction and delays in construction due to judicial actions impacted the cost and schedule for the project. As a result project

 

 

5765



Management’s Discussion and Analysis of Financial Condition and Results of Operations, Continued

 

 

 

cost estimates have increased from between $6.0 billion to $6.5 billion to between $7.0 billion to $7.5 billion, excluding financing costs. Atlantic Coast Pipeline expects to achieve a late 2020in-service date for at least key segments of the project, while the remainder may extend into early 2021. Alternatively, if it takes longer to resolve the judicial issues, such as through appeal to the Supreme Court of the U.S., full in-service could extend to the end of 2021 with total project cost estimated to increase an additional $250 million, resulting in total project cost estimates of $7.25 billion to $7.75 billion excluding financing costs. Abnormal weather, work delays (including due to judicial or regulatory action) and other conditions may result in further cost or schedule modifications in the future, which could result in a material impact to Dominion Energy’s cash flows, financial position and/or results of operations.

North Anna

Virginia Power is considering the construction of a third nuclear unit at a site located at North Anna. If Virginia Power decides to build a new unit, it would require a Combined Construction Permit and Operating License from the NRC, approval of the Virginia Commission and certain environmental permits and other approvals. In June 2017, the NRC issued the Combined Construction Permit and Operating License. Virginia Power has not yet committed to building a new nuclear unit at North Anna.

Other Matters

While management currently has no plans which may affect the carrying value of Millstone, based on potential future economic and other factors, including, but not limited to, market power prices, results of capacity auctions, legislative and regulatory solutions to ensure nuclear plants are fairly compensated for their carbon-free generation, and the impact of potential EPA carbon rules; there is risk that Millstone may be evaluated for an early retirement date. Should management make any decision on a potential early retirement date, the precise date and the resulting financial statement impacts, which could be material to Dominion Energy, may be affected by a number of factors, including any potential regulatory or legislative solutions, results of any transmission system reliability study assessments and decommissioning requirements, among other factors.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The matters discussed in this Item may contain “forward-looking statements” as described in the introductory paragraphs of Item 7. MD&A. The reader’s attention is directed to those paragraphs and Item 1A. Risk Factors for discussion of various risks and uncertainties that may impact the Companies.

 

 

MARKET RISK SENSITIVE INSTRUMENTS AANDND RISK MANAGEMENT

The Companies’ financial instruments, commodity contracts and related financial derivative instruments are exposed to potential losses due to adverse changes in commodity prices, interest rates and equity security prices as described below. Commodity price risk is present in Dominion’sDominion Energy and Virginia Power’s electric operations and Dominion’sDominion Energy and Dominion Energy Gas’

natural gas procurement and marketing operations due to the exposure to market shifts in prices received and paid for electricity, natural gas and other commodities. The Companies use commodity derivative contracts to manage price risk exposures for these operations. Interest rate risk is generally related to their outstanding debt and future issuances of debt. In addition, the Companies are exposed to investment price risk through various portfolios of equity and debt securities.

The following sensitivity analysis estimates the potential loss of future earnings or fair value from market risk sensitive instruments over a selected time period due to a 10% change in commodity prices or interest rates.

Commodity Price Risk

To manage price risk, Dominion Energy and Virginia Power hold commodity-based derivative instruments held fornon-trading purposes associated with purchases and sales of electricity, natural gas and other energy-related products and Dominion Energy Gas primarily holds commodity-based financial derivative instruments held fornon-trading purposes associated with purchases and sales of natural gas and other energy-related products.NGLs.

The derivatives used to manage commodity price risk are executed within established policies and procedures and may include instruments such as futures, forwards, swaps, options and FTRs that are sensitive to changes in the related commodity prices. For sensitivity analysis purposes, the hypothetical change in market prices of commodity-based financial derivative instruments is determined based on models that consider the market prices of commodities in future periods, the volatility of the market prices in each period, as well as the time value factors of the derivative instruments. Prices and volatility are principally determined based on observable market prices.

A hypothetical 10% decrease in commodity prices would have resulted in a decrease in fair value of $27$6 million and $24$5 million of Dominion’sDominion Energy’s commodity-based derivative instruments as of December 31, 20162018 and December 31, 2015,2017, respectively.

A hypothetical 10% decrease in commodity prices of Virginia Power’s commodity-based derivative instruments would have resulted in a decrease in the fair value of $62$51 million and $42 million of Virginia Power’s commodity-based derivative instruments as of both December 31, 20162018 and December 31, 2015,2017, respectively. The increase in sensitivity is largely due to an increase in commodity derivative activity and higher commodity prices.

A hypothetical 10% increase in commodity prices of Dominion Energy Gas’ commodity-based financial derivative instruments would have resulted in a decrease in fair value of $4$1 million and $5$4 million as of December 31, 20162018 and 2015,December 31, 2017, respectively.

The impact of a change in energy commodity prices on the Companies’ commodity-based financial derivative instruments at a point in time is not necessarily representative of the results that will be realized when the contracts are ultimately settled. Net losses from commoditycommodity-based financial derivative instruments used for hedging purposes, to the extent realized, will generally be offset by recognition of the hedged transaction, such as revenue from physical sales of the commodity.

Interest Rate Risk

The Companies manage their interest rate risk exposure predominantly by maintaining a balance of fixed and variable rate debt. They also enter into interest rate sensitive derivatives, including interest rate swaps and interest rate lock agreements. For variable rate debt and interest rate swaps designated under fair value hedging and outstanding for the Companies,Dominion Energy, a hypothetical 10%

66


increase in market interest rates would result in a $24 million and $12 million decrease in earnings at December 31, 2018 and December 31, 2017, respectively. For variable rate debt outstanding for Virginia Power and Dominion Energy Gas, a hypothetical 10% increase in market interest rates would not have resulted in a material change in annual earnings at December 31, 20162018 or 2015.December 31, 2017.

The Companies may also use forward-starting interest rate derivatives, including forward-starting swaps, andas cash flow hedges of forecasted interest rate lock agreements as anticipatory hedges.payments. As of December 31, 2016,2018, Dominion andEnergy, Virginia Power and Dominion Energy Gas had $2.9$5.9 billion, $1.9 billion and $1.7$1.1 billion, respectively, in aggregate notional amounts of these interest rate derivatives outstanding. A hypothetical 10% decrease in market interest rates would have resulted in a decrease of $58$147 million, $94 million and $45$17 million, respectively, in the fair value of Dominion’sDominion Energy, Virginia Power and Virginia Power’sDominion Energy Gas’ interest rate derivatives at December 31, 2016.2018. As of December 31, 2015,2017, Dominion Energy and Virginia Power and Dominion Gas had $4.6 billion, $2.0$3.5 billion and $250 million,$1.5 billion, respectively, in aggregate notional amounts of these interest rate derivatives outstanding. A hypothetical 10% decrease in market interest rates would have resulted in a decrease of $71 million, $52$86 million and $2$67 million, respectively, in the fair value of Dominion’s,Dominion Energy and Virginia Power’s and Dominion Gas’ interest rate derivatives at December 31, 2015.2017. Dominion Energy Gas had no interest rate derivatives outstanding at December 31, 2017.

In JuneDuring 2016, Dominion Energy Gas entered into foreign currency swaps with the purpose of hedging the foreign currency exchange risk associated with Euro denominated debt. As of December 31, 2016,2018 and December 31, 2017, Dominion Energy and Dominion Energy Gas had $280 million (€ 250 million) in aggregate notional amounts of these foreign currency swaps outstanding. A hypothetical 10% increasedecrease in market interest rates would have resulted in a $5decrease of $8 million decreaseand $6 million, in the fair value of Dominion’s and Dominion Energy Gas’ foreign currency swaps at December 31, 2016.2018 and December 31, 2017, respectively.

The impact of a change in interest rates on the Companies’ interest rate-based financial derivative instruments at a point in time is not necessarily representative of the results that will be realized when the contracts are ultimately settled. Net gains and/or losses from interest rate derivative instruments used for hedging purposes, to the extent realized, will generally be offset by recognition of the hedged transaction.

Investment Price Risk

Dominion Energy and Virginia Power are subject to investment price risk due to securities held as investments in nuclear decommissioning and rabbi trust funds that are managed by third-party investment

58



managers. These trust funds primarily hold marketable securities that are reported in the Consolidated Balance Sheets at fair value.

Dominion Energy recognized net realized gainsinvestment losses (including investment income) on nuclear decommissioning and rabbi trust investments of $144$135 million and $184for the year ended December 31, 2018. Dominion Energy recognized net realized gains (including

investment income) on nuclear decommissioning trust investments of $167 million in 2016 and 2015, respectively.for the year ended December 31, 2017. Net realized gains and losses include gains and losses from the sale of investments as well as any other-than-temporary declines in fair value. Dominion Energy recorded, in AOCI and regulatory liabilities, a net decrease in unrealized gains on debt investments of $36 million for the year ended December 31, 2018 and recorded a net increase in unrealized gains on debt and equity investments of $183$462 million in 2016, and afor the year ended December 31, 2017.

Virginia Power recognized net decrease in unrealized gainsinvestment losses (including investment income) on nuclear decommissioning trust investments of $157$44 million in 2015.

for the year ended December 31, 2018. Virginia Power recognized net realized gains (including investment income) on nuclear decommissioning trust investments of $67$76 million and $88 million in 2016 and 2015, respectively.for the year ended December 31, 2017. Net realized gains and losses include gains and losses from the sale of investments as well as any other-than-temporary declines in fair value. Virginia Power recorded, in AOCI and regulatory liabilities, a net decrease in unrealized gains on debt investments of $21 million for the year ended December 31, 2018 and recorded a net increase in unrealized gains on debt and equity investments of $93$216 million in 2016, and a net decrease in unrealized gains of $76 million in 2015.for the year ended December 31, 2017.

Dominion Energy sponsors pension and other postretirement employee benefit plans that hold investments in trusts to fund employee benefit payments. Virginia Power and Dominion Energy Gas employees participate in these plans. Dominion’sDominion Energy’s pension and other postretirement plan assets experienced aggregate actual returns (losses) of $534$(605) million and $1.6 billion in 20162018 and aggregate actual losses of $72 million in 2015,2017, respectively, versus expected returns of $691$806 million and $648$767 million, respectively. Dominion Energy Gas’ pension and other postretirement plan assets for employees represented by collective bargaining units experienced aggregate actual returns (losses) of $130$(129) million and $335 million in 20162018 and aggregate actual losses of $13 million in 2015,2017, respectively, versus expected returns of $157$178 million and $150$165 million, respectively. Differences between actual and expected returns on plan assets are accumulated and amortized during future periods. As such, any investment-related declines in these trusts will result in future increases in the net periodic cost recognized for such employee benefit plans and will be included in the determination of the amount of cash to be contributed to the employee benefit plans. A hypothetical 0.25% decrease in the assumed long-term rates of return on Dominion’sDominion Energy’s plan assets would result in an increase in net periodic cost of $18 million and $16$19 million as of both December 31, 20162018 and 2015, respectively,2017, for pension benefits and $4 million and $3 million as of both December 31, 20162018 and 2015, respectively,2017, for other postretirement benefits. A hypothetical 0.25% decrease in the assumed long-term rates of return on Dominion Energy Gas’ plan assets, for employees represented by collective bargaining units, would result in an increase in net periodic cost of $4 million as of both December 31, 20162018 and 2015,2017, for pension benefits and $1 million as of both December 31, 20162018 and 2015,2017, for other postretirement benefits.

67


Management’s Discussion and Analysis of Financial Condition and Results of Operations, Continued

Risk Management Policies

The Companies have established operating procedures with corporate management to ensure that proper internal controls are maintained. In addition, Dominion Energy has established an independent function at the corporate level to monitor compliance with the credit and commodity risk management policies of all subsidiaries, including Virginia Power and Dominion Energy Gas. Dominion Energy maintains credit policies that include the evaluation of a prospective counterparty’s financial condition, collateral requirements where deemed necessary and

the use of standardized agreements that facilitate the netting of cash flows associated with a single counterparty. In addition, Dominion Energy also monitors the financial condition of existing counterparties on an ongoing basis. Based on these credit policies and the Companies’ December 31, 20162018 provision for credit losses, management believes that it is unlikely that a material adverse effect on the Companies’ financial position, results of operations or cash flows would occur as a result of counterparty nonperformance.

 

 

5968



Item 8. Financial Statements and Supplementary Data

 

 

    Page Number 

Dominion Resources,Energy, Inc.

  

Report of Independent Registered Public Accounting Firm

   6171 

Consolidated Statements of Income for the years ended December  31, 2016, 20152018, 2017 and 20142016

   6272 

Consolidated Statements of Comprehensive Income for the years ended December  31, 2016, 20152018, 2017 and 20142016

   6373 

Consolidated Balance Sheets at December 31, 20162018 and 20152017

   6474 

Consolidated Statements of Equity at December  31, 2016, 20152018, 2017 and 20142016 and for the years then ended

   6676 

Consolidated Statements of Cash Flows for the years ended December  31, 2016, 20152018, 2017 and 20142016

   6777 

Virginia Electric and Power Company

  

Report of Independent Registered Public Accounting Firm

   6979 

Consolidated Statements of Income for the years ended December  31, 2016, 20152018, 2017 and 20142016

   7080 

Consolidated Statements of Comprehensive Income for the years ended December  31, 2016, 20152018, 2017 and 20142016

   7181 

Consolidated Balance Sheets at December 31, 20162018 and 20152017

   7282 

Consolidated Statements of Common Shareholder’s Equity at December  31, 2016, 20152018, 2017 and 20142016 and for the years then ended

   7484 

Consolidated Statements of Cash Flows for the years ended December  31, 2016, 20152018, 2017 and 20142016

   7585 

Dominion Energy Gas Holdings, LLC

  

Report of Independent Registered Public Accounting Firm

   7787 

Consolidated Statements of Income for the years ended December  31, 2016, 20152018, 2017 and 20142016

   7888 

Consolidated Statements of Comprehensive Income for the years ended December  31, 2016, 20152018, 2017 and 20142016

   7989 

Consolidated Balance Sheets at December 31, 20162018 and 20152017

   8090 

Consolidated Statements of Equity at December  31, 2016, 20152018, 2017 and 20142016 and for the years then ended

   8292 

Consolidated Statements of Cash Flows for the years ended December  31, 2016, 20152018, 2017 and 20142016

   8393 

Combined Notes to Consolidated Financial Statements

   8595 

 

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70    



REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Shareholders and the Board of Directors and Shareholders of

Dominion Resources,Energy, Inc.

Richmond, VirginiaOpinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Dominion Resources,Energy, Inc. and subsidiaries (“Dominion”Dominion Energy”) as ofat December 31, 20162018 and 2015, and2017, the related consolidated statements of income, comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, 2016. These2018, and the related notes (collectively referred to as the “consolidated financial statements are the responsibility of Dominion’s management. Our responsibility is to express an opinion on the financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States)statements”). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, suchthe consolidated financial statements present fairly, in all material respects, the financial position of Dominion Resources, Inc. and subsidiaries as ofEnergy at December 31, 20162018 and 2015,2017, and the results of theirits operations and theirits cash flows for each of the three years in the period ended December 31, 2016,2018, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), Dominion’sDominion Energy’s internal control over financial reporting as ofat December 31, 2016,2018, based on the criteria established inInternal Control-IntegratedControl—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 20172019, expressed an unqualified opinion on Dominion’sDominion Energy’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of Dominion Energy’s management. Our responsibility is to express an opinion on Dominion Energy’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to Dominion Energy in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Richmond, Virginia

February 28, 20172019

We have served as Dominion Energy’s auditor since 1988.

 

    6171



Dominion Resources,Energy, Inc.

Consolidated Statements of Income

 

Year Ended December 31,  2018  2017  2016 
(millions, except per share amounts)          

Operating Revenue(1)

  $13,366  $12,586  $11,737 

Operating Expenses

    

Electric fuel and other energy-related purchases

   2,814   2,301   2,333 

Purchased electric capacity

   122   6   99 

Purchased gas

   645   701   459 

Other operations and maintenance

   3,458   3,200   3,279 

Depreciation, depletion and amortization

   2,000   1,905   1,559 

Other taxes

   703   668   596 

Impairment of assets and related charges

   403   15   4 

Gains on sales of assets

   (380  (147  (40

Total operating expenses

   9,765   8,649   8,289 

Income from operations

   3,601   3,937   3,448 

Other income(1)

   1,021   358   429 

Interest and related charges

   1,493   1,205   1,010 

Income from operations including noncontrolling interests before income tax expense (benefit)

   3,129   3,090   2,867 

Income tax expense (benefit)

   580   (30  655 

Net Income Including Noncontrolling Interests

   2,549   3,120   2,212 

Noncontrolling Interests

   102   121   89 

Net Income Attributable to Dominion Energy

  $2,447  $2,999  $2,123 

Earnings Per Common Share

    

Net income attributable to Dominion Energy—Basic

  $3.74  $4.72  $3.44 

Net income attributable to Dominion Energy—Diluted

  $3.74  $4.72  $3.44 

 

Year Ended December 31,  2016   2015   2014 
(millions, except per share amounts)            

Operating Revenue

  $11,737    $11,683    $12,436  

Operating Expenses

      

Electric fuel and other energy-related purchases

   2,333     2,725     3,400  

Purchased electric capacity

   99     330     361  

Purchased gas

   459     551     1,355  

Other operations and maintenance

   3,064     2,595     2,765  

Depreciation, depletion and amortization

   1,559     1,395     1,292  

Other taxes

   596     551     542  

Total operating expenses

   8,110     8,147     9,715  

Income from operations

   3,627     3,536     2,721  

Other income

   250     196     250  

Interest and related charges

   1,010     904     1,193  

Income from operations including noncontrolling interests before income taxes

   2,867     2,828     1,778  

Income tax expense

   655     905     452  

Net income including noncontrolling interests

   2,212     1,923     1,326  

Noncontrolling interests

   89     24     16  

Net income attributable to Dominion

   2,123     1,899     1,310  

Earnings Per Common Share

      

Net income attributable to Dominion—Basic

  $3.44    $3.21    $2.25  

Net income attributable to Dominion—Diluted

  $3.44    $3.20    $2.24  

Dividends declared per common share

  $2.80    $2.59    $2.40  
(1)

See Note 9 for amounts attributable to related parties.

The accompanying notes are an integral part of Dominion’sDominion Energy’s Consolidated Financial Statements.

 

6272    



Dominion Resources,Energy, Inc.

Consolidated Statements of Comprehensive Income

 

Year Ended December 31,  2016  2015  2014 
(millions)          

Net income including noncontrolling interests

  $2,212   $1,923   $1,326  

Other comprehensive income (loss), net of taxes:

    

Net deferred gains on derivatives-hedging activities, net of $(37), $(74) and $(20) tax

   55    110    17  

Changes in unrealized net gains on investment securities, net of $(53), $23 and $(59) tax

   93    6    128  

Changes in net unrecognized pension and other postretirement benefit costs, net of $189, $29 and $189 tax

   (319  (66  (305

Amounts reclassified to net income:

    

Net derivative (gains) losses-hedging activities, net of $100, $68 and $(59) tax

   (159  (108  93  

Net realized gains on investment securities, net of $15, $29 and $33 tax

   (28  (50  (54

Net pension and other postretirement benefit costs, net of $(22), $(35) and $(24) tax

   34    51    33  

Changes in other comprehensive loss from equity method investees, net of $—, $1 and $3 tax

   (1  (1  (4

Total other comprehensive loss

   (325  (58  (92

Comprehensive income including noncontrolling interests

   1,887    1,865    1,234  

Comprehensive income attributable to noncontrolling interests

   89    24    16  

Comprehensive income attributable to Dominion

  $1,798   $1,841   $1,218  
Year Ended December 31,  2018  2017  2016 
(millions)          

Net Income Including Noncontrolling Interests

  $2,549  $3,120  $2,212 

Other comprehensive income (loss), net of taxes:

    

Net deferred gains (losses) on derivatives-hedging activities, net of $(10), $(3) and $(37) tax

   30   8   55 

Changes in unrealized net gains (losses) on investment securities, net of $5, $(121) and $(53) tax

   (18  215   93 

Changes in net unrecognized pension and other postretirement benefit costs, net of $75, $32 and $189 tax

   (215  (69  (319

Amounts reclassified to net income:

    

Net derivative (gains) losses-hedging activities, net of $(35), $18 and $100 tax

   102   (29  (159

Net realized (gains) losses on investment securities, net of $(2), $21 and $15 tax

   5   (37  (28

Net pension and other postretirement benefit costs, net of $(21), $(32) and $(22) tax

   78   50   34 

Changes in other comprehensive gains (losses) from equity method investees, net of $(1), $(2) and $— tax

   1   3   (1

Total other comprehensive income (loss)

   (17  141   (325

Comprehensive income including noncontrolling interests

   2,532   3,261   1,887 

Comprehensive income attributable to noncontrolling interests

   103   122   89 

Comprehensive income attributable to Dominion Energy

  $2,429  $3,139  $1,798 

The accompanying notes are an integral part of Dominion’sDominion Energy’s Consolidated Financial Statements.

 

    6373



Dominion Resources,Energy, Inc.

Consolidated Balance Sheets

 

At December 31,  2018  2017 
(millions)       
ASSETS   

Current Assets

   

Cash and cash equivalents

  $268  $120 

Customer receivables (less allowance for doubtful accounts of $14 and $17)

   1,749   1,660 

Other receivables (less allowance for doubtful accounts of $4 and $2)(1)

   331   126 

Inventories:

   

Materials and supplies

   1,039   1,049 

Fossil fuel

   287   328 

Gas stored

   92   100 

Prepayments

   265   260 

Regulatory assets

   496   294 

Other

   634   397 

Total current assets

   5,161   4,334 

Investments

   

Nuclear decommissioning trust funds

   4,938   5,093 

Investment in equity method affiliates

   1,278   1,544 

Other

   344   327 

Total investments

   6,560   6,964 

Property, Plant and Equipment

   

Property, plant and equipment

   76,578   74,823 

Accumulated depreciation, depletion and amortization

   (22,018  (21,065

Total property, plant and equipment, net

   54,560   53,758 

Deferred Charges and Other Assets

   

Goodwill

   6,410   6,405 

Pension and other postretirement benefit assets

   1,279   1,378 

Intangible assets, net

   670   685 

Regulatory assets

   2,676   2,480 

Other

   598   581 

Total deferred charges and other assets

   11,633   11,529 

Total assets

  $77,914  $76,585 

 

(1)

See Note 9 for amounts attributable to related parties.

 

At December 31,  2016  2015 
(millions)       
ASSETS   

Current Assets

   

Cash and cash equivalents

  $261   $607  

Customer receivables (less allowance for doubtful accounts of $18 and $32)

   1,523    1,200  

Other receivables (less allowance for doubtful accounts of $2 at both dates)

   183    169  

Inventories:

   

Materials and supplies

   1,087    902  

Fossil fuel

   341    381  

Gas stored

   96    65  

Derivative assets

   140    255  

Prepayments

   194    198  

Regulatory assets

   244    351  

Other

   179    61  

Total current assets

   4,248    4,189  

Investments

   

Nuclear decommissioning trust funds

   4,484    4,183  

Investment in equity method affiliates

   1,561    1,320  

Other

   298    271  

Total investments

   6,343    5,774  

Property, Plant and Equipment

   

Property, plant and equipment

   69,556    57,776  

Accumulated depreciation, depletion and amortization

   (19,592  (16,222

Total property, plant and equipment, net

   49,964    41,554  

Deferred Charges and Other Assets

   

Goodwill

   6,399    3,294  

Pension and other postretirement benefit assets

   1,078    943  

Intangible assets, net

   618    570  

Regulatory assets

   2,473    1,865  

Other

   487    459  

Total deferred charges and other assets

   11,055    7,131  

Total assets

  $71,610   $58,648  

6474    



At December 31,  2016  2015 
(millions)       
LIABILITIESAND EQUITY   

Current Liabilities

   

Securities due within one year

  $1,709   $1,825  

Short-term debt

   3,155    3,509  

Accounts payable

   1,000    726  

Accrued interest, payroll and taxes

   798    515  

Regulatory liabilities

   163    100  

Other(1)

   1,290    1,444  

Total current liabilities

   8,115    8,119  

Long-Term Debt

   

Long-term debt

   24,878    20,048  

Junior subordinated notes

   2,980    1,340  

Remarketable subordinated notes

   2,373    2,080  

Total long-term debt

   30,231    23,468  

Deferred Credits and Other Liabilities

   

Deferred income taxes and investment tax credits

   8,602    7,414  

Asset retirement obligations

   2,236    1,887  

Pension and other postretirement benefit liabilities

   2,112    1,199  

Regulatory liabilities

   2,622    2,285  

Other

   852    674  

Total deferred credits and other liabilities

   16,424    13,459  

Total liabilities

   54,770    45,046  

Commitments and Contingencies (see Note 22)

         

Equity

   

Commonstock-no par(2)

   8,550    6,680  

Retained earnings

   6,854    6,458  

Accumulated other comprehensive loss

   (799  (474

Total common shareholders’ equity

   14,605    12,664  

Noncontrolling interests

   2,235    938  

Total equity

   16,840    13,602  

Total liabilities and equity

  $71,610   $58,648  
At December 31,  2018  2017 
(millions)       
LIABILITIESAND EQUITY   

Current Liabilities

   

Securities due within one year

  $3,624  $3,078 

Credit facility borrowings

   73    

Short-term debt

   334   3,298 

Accounts payable

   914   875 

Accrued interest, payroll and taxes

   836   848 

Other

   1,866   1,537 

Total current liabilities

   7,647   9,636 

Long-Term Debt

   

Long-term debt

   26,328   25,588 

Junior subordinated notes

   3,430   3,981 

Remarketable subordinated notes

   1,386   1,379 

Total long-term debt

   31,144   30,948 

Deferred Credits and Other Liabilities

   

Deferred income taxes and investment tax credits

   5,116   4,523 

Regulatory liabilities

   6,840   6,916 

Asset retirement obligations

   2,250   2,169 

Pension and other postretirement benefit liability

   2,328   2,160 

Other(1)

   541   863 

Total deferred credits and other liabilities

   17,075   16,631 

Total liabilities

   55,866   57,215 

Commitments and Contingencies (see Note 22)

   

Equity

   

Common stock – no par(2)

   12,588   9,865 

Retained earnings

   9,219   7,936 

Accumulated other comprehensive loss

   (1,700  (659

Total common shareholders’ equity

   20,107   17,142 

Noncontrolling interests

   1,941   2,228 

Total equity

   22,048   19,370 

Total liabilities and equity

  $77,914  $76,585 

 

(1)

See Note 39 for amounts attributable to related parties.

(2)

1 billion shares authorized; 628681 million shares and 596645 million shares outstanding at December 31, 20162018 and 2015,2017, respectively.

The accompanying notes are an integral part of Dominion’sDominion Energy’s Consolidated Financial Statements.

 

    6575



Dominion Resources,Energy, Inc.

Consolidated Statements of Equity

 

  Common Stock Dominion Shareholders            Common Stock Dominion Energy
Shareholders
          
  Shares   Amount Retained
Earnings
 

Accumulated

Other

Comprehensive
Income (Loss)

 Total Common
Shareholders’
Equity
 

Noncontrolling

Interests

 Total
Equity
   Shares   Amount Retained
Earnings
 Accumulated
Other
Comprehensive
Income (Loss)
 Total Common
Shareholders’
Equity
 

Noncontrolling

Interests

 

Total

Equity

 
(millions)                                    

December 31, 2013

   581    $5,783   $6,183   $(324 $11,642   $   $11,642  

Net income including noncontrolling interests

     1,323    1,323   3   1,326  

Issuance of Dominion Midstream common units, net of offering costs

           392   392  

Issuance of stock-employee and direct stock purchase plans

   3     205     205    205  

Stock awards (net of change in unearned compensation)

     14     14    14  

Other stock issuances(1)

   1     14     14    14  

Present value of stock purchase contract payments related to RSNs(2)

     (143   (143  (143

Dividends

      (1,411)(3)   (1,411  (1,411

Other comprehensive loss, net of tax

      (92 (92  (92

Other

      3   3   7   10  

December 31, 2014

   585     5,876   6,095   (416 11,555   402   11,957  

Net income including noncontrolling interests

     1,899    1,899   24   1,923  

Dominion Midstream’s acquisition of interest in Iroquois

           216   216  

Acquisition of Four Brothers and Three Cedars

           47   47  

Contributions from SunEdison to Four Brothers and Three Cedars

           103   103  

Sale of interest in merchant solar projects

     26     26   179   205  

Purchase of Dominion Midstream common units

     (6   (6 (19 (25

Issuance of common stock

   11     786     786    786  

Stock awards (net of change in unearned compensation)

     13     13    13  

Dividends

     (1,536  (1,536  (1,536

Dominion Midstream distributions

           (16 (16

Other comprehensive loss, net of tax

      (58 (58  (58

Other

      (15 (15 2   (13

December 31, 2015

   596     6,680   6,458   (474 12,664   938   13,602     596   $6,680  $6,458  $(474)  $12,664  $938  $13,602 

Net income including noncontrolling interests

      2,123     2,123    89    2,212       2,123   2,123  89  2,212 

Contributions from SunEdison to Four Brothers and Three Cedars

            189    189            189  189 

Sale of interest in merchant solar projects

     22      22    117    139       22    22  117  139 

Sale of Dominion Midstream common units—net of offering costs

            482    482  

Sale of Dominion Midstream convertible preferred units—net of offering costs

            490    490  

Purchase of Dominion Midstream common units

     (3    (3  (14  (17

Sale of Dominion Energy Midstream common units—net of offering costs

          482  482 

Sale of Dominion Energy Midstream convertible preferred units—net of offering costs

          490  490 

Purchase of Dominion Energy Midstream common units

     (3   (3 (14 (17

Issuance of common stock

   32     2,152      2,152     2,152     32    2,152    2,152   2,152 

Stock awards (net of change in unearned compensation)

     14      14     14       14    14   14 

Present value of stock purchase contract payments related to RSNs(2)

     (191    (191   (191

Tax effect of Questar Pipeline contribution to Dominion Midstream

     (116    (116   (116

Dividends and distributions

      (1,727   (1,727  (62  (1,789

Present value of stock purchase contract payments related to RSNs(1)

     (191   (191  (191

Tax effect of Dominion Energy Questar Pipeline contribution to Dominion Energy Midstream

     (116   (116  (116

Dividends ($2.80 per common share) and distributions

     (1,727  (1,727 (62 (1,789

Other comprehensive loss, net of tax

      (325 (325  (325      (325 (325  (325

Other

      (8  (8  6    (2      (8 (8 6  (2

December 31, 2016

   628    $8,550   $6,854   $(799 $14,605   $2,235   $16,840     628   $8,550  $6,854  $(799 $14,605  $2,235  $16,840 

Net income including noncontrolling interests

     2,999   2,999  121  3,120 

Contributions from NRG to Four Brothers and Three Cedars

          9  9 

Issuance of common stock

   17    1,302    1,302   1,302 

Sale of Dominion Energy Midstream common units—net of offering costs

          18  18 

Stock awards (net of change in unearned compensation)

     22    22   22 

Dividends ($3.035 per common share) and distributions

     (1,931  (1,931 (156 (2,087

Other comprehensive income, net of tax

      140  140  1  141 

Other

      (9 14  5  5 

December 31, 2017

   645   $9,865  $7,936  $(659 $17,142  $2,228  $19,370 

Cumulative-effect of changes in accounting principles

     (127  1,029   (1,023  (121  127   6 

Net income including noncontrolling interests

      2,447    2,447   102   2,549 

Issuance of common stock

   36    2,461     2,461    2,461 

Sale of Dominion Energy Midstream common units—net of offering costs

           4   4 

Remeasurement of noncontrolling interest in Dominion Energy Midstream

     375     375   (375   

Stock awards (net of change in unearned compensation)

     22     22    22 

Dividends ($3.34 per common share) and distributions

      (2,185   (2,185  (146  (2,331

Other comprehensive income (loss), net of tax

       (18  (18  1   (17

Other

      (8  (8  (16  (16

December 31, 2018

   681   $12,588  $9,219  $(1,700 $20,107  $1,941  $22,048 

 

(1)Contains shares issued in excess of principal amounts related to converted securities. See Note 17 for further information on convertible securities.
(2)

See Note 17 for further information.

(3)Includes subsidiary preferred dividends related to noncontrolling interests of $13 million.

The accompanying notes are an integral part of Dominion’sDominion Energy’s Consolidated Financial Statements

 

6676    



Dominion Resources,Energy, Inc.

Consolidated Statements of Cash Flows

 

Year Ended December 31,  2016 2015 2014   2018 2017 2016 
(millions)                

Operating Activities

        

Net income including noncontrolling interests

  $2,212  $1,923  $1,326   $2,549  $3,120  $2,212 

Adjustments to reconcile net income including noncontrolling interests to net cash provided by operating activities:

        

Depreciation, depletion and amortization (including nuclear fuel)

   1,849  1,669  1,560    2,280  2,202  1,849 

Deferred income taxes and investment tax credits

   725  854  449    517  (3 725 

Current income tax for Questar Pipeline contribution to Dominion Midstream

   (212      

Gains on the sale of assets and businesses and equity method investment in Iroquois

   (50 (123 (220

Charges associated with North Anna and offshore wind legislation

        374 

Charges associated with Liability Management Exercise

        284 

Current income tax for Dominion Energy Questar Pipeline contribution to Dominion Energy Midstream

        (212

Proceeds from assignment of tower rental portfolio

     91    

Contribution to pension plan

     (75   

Gains on sales of assets and equity method investments

   (1,006 (148 (50

Provision for rate credits to electric utility customers

   77       

Charges associated with equity method investments

     158    

Charges associated with future ash pond and landfill closure costs

   197  99  121    81     197 

Impairment of assets and related charges

   395  15  4 

Net (gains) losses on nuclear decommissioning trusts funds and other investments

   102  (117 (96

Other adjustments

   (108 (42 (113   19  33  8 

Changes in:

        

Accounts receivable

   (286 294  131    (110 (103 (286

Inventories

   1  (26 (43   (29 15  1 

Deferred fuel and purchased gas costs, net

   54  94  (180   (247 (71 54 

Prepayments

   21  (25 24    (51 (62 21 

Accounts payable

   97  (199 (202   67  (89 97 

Accrued interest, payroll and taxes

   203  (52 (41   (12 64  203 

Margin deposit assets and liabilities

   (66 237  361      (10 (66

Net realized and unrealized changes related to derivative activities

   (335 (176 (38   181  44  (335

Asset retirement obligations

   (35 (94 (61

Pension and other postretirement benefits

   (114 (177 (152

Other operating assets and liabilities

   (175 (52 (354   109  (291 38 

Net cash provided by operating activities

   4,127  4,475  3,439    4,773  4,502  4,151 

Investing Activities

        

Plant construction and other property additions (including nuclear fuel)

   (6,085 (5,575 (5,345   (4,254 (5,504 (6,085

Acquisition of Dominion Questar, net of cash acquired

   (4,381      

Acquisition of Dominion Energy Questar, net of cash acquired

        (4,381

Acquisition of solar development projects

   (40 (418 (206   (151 (405 (40

Acquisition of DCG

     (497   

Proceeds from sales of securities

   1,422  1,340  1,235    1,804  1,831  1,422 

Purchases of securities

   (1,504 (1,326 (1,241   (1,894 (1,940 (1,504

Proceeds from the sale of electric retail energy marketing business

        187 

Proceeds from Blue Racer

        85 

Proceeds from assignments of shale development rights

   10  79  60 

Proceeds from the sale of certain retail energy marketing assets

   54  68    

Proceeds from sales of assets and equity method investments

   2,379       

Proceeds from assignment of shale development rights

   109  70  10 

Contributions to equity method affiliates

   (428 (370 (198

Distributions from equity method affiliates

   36  275  2 

Other

   (125 (106 44    (13 33  83 

Net cash used in investing activities

   (10,703 (6,503 (5,181   (2,358 (5,942 (10,691

Financing Activities

        

Issuance (repayment) of short-term debt, net

   (654 734  848    (2,964 143  (654

Issuance of short-term notes

   1,200  600  400    1,450     1,200 

Repayment and repurchase of short-term notes

   (1,800 (400 (400   (1,450 (250 (1,800

Issuance and remarketing of long-term debt

   7,722  2,962  6,085    6,362  3,880  7,722 

Repayment and repurchase of long-term debt, including redemption premiums

   (1,610 (892 (3,993

Net proceeds from issuance of Dominion Midstream common units

   482     392 

Net proceeds from issuance of Dominion Midstream convertible preferred units

   490       

Repayment and repurchase of long-term debt (including redemption premiums)

   (5,682 (1,572 (1,610

Credit facility borrowings

   73       

Net proceeds from issuance of Dominion Energy Midstream common units

   4  18  482 

Net proceeds from issuance of Dominion Energy Midstream preferred units

        490 

Proceeds from sale of interest in merchant solar projects

   117  184            117 

Contributions from SunEdison to Four Brothers and Three Cedars

   189  103    

Subsidiary preferred stock redemption

        (259

Contributions from NRG and SunEdison to Four Brothers and Three Cedars

     9  189 

Issuance of common stock

   2,152  786  205    2,461  1,302  2,152 

Common dividend payments

   (1,727 (1,536 (1,398   (2,185 (1,931 (1,727

Subsidiary preferred dividend payments

        (11

Other

   (331 (224 (125   (278 (296 (331

Net cash provided by financing activities

   6,230  2,317  1,744 

Increase (decrease) in cash and cash equivalents

   (346 289  2 

Cash and cash equivalents at beginning of year

   607  318  316 

Cash and cash equivalents at end of year

  $261  $607  $318 

Net cash provided by (used in) financing activities

   (2,209 1,303  6,230 

Increase (decrease) in cash, restricted cash and equivalents

   206  (137 (310

Cash, restricted cash and equivalents at beginning of year

   185  322  632 

Cash, restricted cash and equivalents at end of year

  $391  $185  $322 

Supplemental Cash Flow Information

        

Cash paid during the year for:

        

Interest and related charges, excluding capitalized amounts

  $905  $843  $889   $1,362  $1,083  $905 

Income taxes

   145  75  72    89  9  145 

Significant noncash investing and financing activities:(1)(2)

        

Accrued capital expenditures

   427  478  315    307  343  427 

Dominion Midstream’s acquisition of a noncontrolling partnership interest in Iroquois in exchange for issuance of Dominion Midstream common units

     216    

Receivables from sales of assets and equity method investments

   159       

Guarantee provided by equity method affiliate

     30    

 

(1)

See Note 39 for noncash activities related to equity method investments.

(2)

See Note 19 for noncash activities related to the acquisitionremeasurement of Four Brothers and Three Cedars.

(2)See Note 17 for noncash activities related to the remarketing of RSNsDominion Energy’s noncontrolling interest in 2016.Dominion Energy Midstream.

The accompanying notes are an integral part of Dominion’sDominion Energy’s Consolidated Financial Statements.

 

    6777


 



 

 

 

 

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6878    



REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Directors and Shareholder of

Virginia Electric and Power Company

Richmond, VirginiaOpinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Virginia Electric and Power Company (a wholly-owned subsidiary of Dominion Resources,Energy, Inc.) and subsidiaries (“Virginia Power”) as ofat December 31, 20162018 and 2015, and2017, the related consolidated statements of income, comprehensive income, common shareholder’s equity, and cash flows, for each of the three years in the period ended December 31, 2016. 2018, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Virginia Power at December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of Virginia Power’s management. Our responsibility is to express an opinion on theVirginia Power’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to Virginia Power in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.misstatement, whether due to error or fraud. Virginia Power is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. OurAs part of our audits, included considerationwe are required to obtain an understanding of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Virginia Power’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Virginia Electric and Power Company and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Richmond, Virginia

February 28, 20172019

We have served as Virginia Power’s auditor since 1988.

 

    6979



Virginia Electric and Power Company

Consolidated Statements of Income

 

Year Ended December 31,  2016   2015   2014   2018   2017   2016 
(millions)                        

Operating Revenue(1)

  $7,588    $7,622    $7,579    $7,619   $7,556   $7,588 

Operating Expenses

            

Electric fuel and other energy-related purchases(1)

   1,973     2,320     2,406     2,318    1,909    1,973 

Purchased electric capacity

   99     330     360     122    6    99 

Other operations and maintenance:

            

Affiliated suppliers

   310     279     286     305    309    310 

Other

   1,547     1,355     1,630     1,371    1,169    1,547 

Depreciation and amortization

   1,025     953     915     1,132    1,141    1,025 

Other taxes

   284     264     258     300    290    284 

Total operating expenses

   5,238     5,501     5,855     5,548    4,824    5,238 

Income from operations

   2,350     2,121     1,724     2,071    2,732    2,350 

Other income

   56     68     93     22    76    56 

Interest and related charges(1)

   461     443     411     511    494    461 

Income from operations before income tax expense

   1,945     1,746     1,406     1,582    2,314    1,945 

Income tax expense

   727     659     548     300    774    727 

Net Income

   1,218     1,087     858    $1,282   $1,540   $1,218 

Preferred dividends(2)

             13  

Balance available for common stock

  $1,218    $1,087    $845  

 

(1)

See Note 24 for amounts attributable to affiliates.

(2)Includes $2 million associated with thewrite-off of issuance expenses related to the redemption of Virginia Power’s preferred stock in 2014. See Note 18 for additional information.

The accompanying notes are an integral part of Virginia Power’s Consolidated Financial Statements.

 

7080    



Virginia Electric and Power Company

Consolidated Statements of Comprehensive Income

 

Year Ended December 31,  2016  2015  2014 
(millions)          

Net income

  $1,218   $1,087   $858  

Other comprehensive income (loss), net of taxes:

    

Net deferred losses on derivatives-hedging activities, net of $1, $2 and $2 tax

   (2  (1  (4

Changes in unrealized net gains (losses) on nuclear decommissioning trust funds, net of $(7), $1 and $(9) tax

   11    (4  15  

Amounts reclassified to net income:

    

Net derivative (gains) losses-hedging activities, net of $—, $— and $2 tax

   1    1    (3

Net realized gains on nuclear decommissioning trust funds, net of $2, $4 and $4 tax

   (4  (6  (6

Other comprehensive income (loss)

   6    (10  2  

Comprehensive income

  $1,224   $1,077   $860  
Year Ended December 31,  2018   2017  2016 
(millions)           

Net Income

  $1,282   $1,540  $1,218 

Other comprehensive income (loss), net of taxes:

     

Net deferred gains (losses) on derivatives-hedging activities, net of $(1), $3 and $1 tax

   1    (5  (2

Changes in unrealized net gains (losses) on nuclear decommissioning trust funds, net of $—, $(16) and $(7) tax

       24   11 

Amounts reclassified to net income:

     

Net derivative (gains) losses-hedging activities, net of $—, $— and $— tax

   1    1   1 

Net realized (gains) losses on nuclear decommissioning trust funds, net of $—, $3 and $2 tax

       (4  (4

Other comprehensive income

   2    16   6 

Comprehensive income

  $1,284   $1,556  $1,224 

The accompanying notes are an integral part of Virginia Power’s Consolidated Financial Statements.

 

    7181



Virginia Electric and Power Company

Consolidated Balance Sheets

 

At December 31,  2016 2015   2018 2017 
(millions)            
ASSETS      

Current Assets

      

Cash and cash equivalents

  $11   $18    $29  $14 

Customer receivables (less allowance for doubtful accounts of $10 and $27)

   892   822  

Other receivables (less allowance for doubtful accounts of $1 at both dates)

   99   109  

Customer receivables (less allowance for doubtful accounts of $9 and $10)

   999  951 

Other receivables (less allowance for doubtful accounts of $3 and $1)

   76  64 

Affiliated receivables

   112   296     101  3 

Inventories (average cost method):

      

Materials and supplies

   525   502     550  531 

Fossil fuel

   328   371     287  319 

Prepayments(1)

   30   38  

Prepayments

   28  27 

Regulatory assets

   179   326     424  205 

Other(1)

   72   22     77  110 

Total current assets

   2,248   2,504     2,571  2,224 

Investments

      

Nuclear decommissioning trust funds

   2,106   1,945     2,369  2,399 

Other

   3   3     3  3 

Total investments

   2,109   1,948     2,372  2,402 

Property, Plant and Equipment

      

Property, plant and equipment

   40,030   37,639     44,524  42,329 

Accumulated depreciation and amortization

   (12,436 (11,708   (14,003 (13,277

Total property, plant and equipment, net

   27,594   25,931     30,521  29,052 

Deferred Charges and Other Assets

      

Pension and other postretirement benefit assets(1)

   130   77     254  199 

Intangible assets, net

   225   213  

Intangible assets

   250  233 

Regulatory assets

   770   667     737  810 

Derivative assets(1)

   128   109  

Other

   104   116  

Other(1)

   175  219 

Total deferred charges and other assets

   1,357   1,182     1,416  1,461 

Total assets

  $33,308   $31,565    $36,880  $35,139 

 

(1)

See Note 24 for amounts attributable to affiliates.

 

7282    


 



At December 31,  2016   2015   2018 2017 
(millions)              
LIABILITIESAND SHAREHOLDERS EQUITY    
LIABILITIESAND COMMON SHAREHOLDERS EQUITY   

Current Liabilities

       

Securities due within one year

  $678    $476    $350  $850 

Short-term debt

   65     1,656     314  542 

Accounts payable

   444     366     339  361 

Payables to affiliates

   109     73     209  125 

Affiliated current borrowings

   262     376     224  33 

Accrued interest, payroll and taxes(1)

   239     190  

Accrued interest, payroll and taxes

   248  256 

Asset retirement obligations

   181     143     245  216 

Regulatory liabilities

   115     35     299  127 

Other(1)

   429     415     587  410 

Total current liabilities

   2,522     3,730     2,815  2,920 

Long-Term Debt

   9,852     8,892     11,321  10,496 

Deferred Credits and Other Liabilities

       

Deferred income taxes and investment tax credits

   5,103     4,654     3,017  2,728 

Asset retirement obligations

   1,262     1,104     1,200  1,149 

Regulatory liabilities

   1,962     1,929     4,647  4,760 

Pension and other postretirement benefit liabilities(1)

   396     316  

Pension and other postretirement benefit liability(1)

   632  505 

Other

   346     299     201  357 

Total deferred credits and other liabilities

   9,069     8,302     9,697  9,499 

Total liabilities

   21,443     20,924     23,833  22,915 

Commitments and Contingencies (see Note 22)

         

Common Shareholder’s Equity

       

Commonstock-no par(2)

   5,738     5,738  

Common stock – no par(2)

   5,738  5,738 

Otherpaid-in capital

   1,113     1,113     1,113  1,113 

Retained earnings

   4,968     3,750     6,208  5,311 

Accumulated other comprehensive income

   46     40  

Accumulated other comprehensive income (loss)

   (12 62 

Total common shareholder’s equity

   11,865     10,641     13,047  12,224 

Total liabilities and shareholder’s equity

  $33,308    $31,565    $36,880  $35,139 

 

(1)

See Note 24 for amounts attributable to affiliates.

(2)

500,000 shares authorized; 274,723 shares outstanding at December 31, 20162018 and 2015.2017.

The accompanying notes are an integral part of Virginia Power’s Consolidated Financial Statements.

 

    7383



Virginia Electric and Power Company

Consolidated Statements of Common Shareholder’s Equity

 

 

  Common Stock   Other
Paid-In
Capital
   Retained
Earnings
  Accumulated
Other
Comprehensive
Income (Loss)
  Total   

 

Common Stock

   

Other
Paid-In
Capital

   

Retained
Earnings

 Accumulated
Other
Comprehensive
Income (Loss)
 

Total

 
  Shares   Amount     Shares   Amount 
(millions, except for shares)  (thousands)                        (thousands)                 

Balance at December 31, 2013

   275    $5,738    $1,113    $2,899   $48   $9,798  

December 31, 2015

   275   $5,738   $1,113   $3,750  $40  $10,641 

Net income

         1,218   1,218 

Other comprehensive income, net of tax

            6  6 

December 31, 2016

   275    5,738    1,113    4,968  46  11,865 

Net income

         858    858           1,540   1,540 

Dividends

         (603  (603         (1,199  (1,199

Other comprehensive income, net of tax

            2   2           16  16 

Balance at December 31, 2014

   275     5,738     1,113     3,154   50   10,055  

Other

            2  2 

December 31, 2017

   275    5,738    1,113    5,311  62  12,224 

Cumulative-effect of changes in accounting principles

         79   (76  3 

Net income

         1,087    1,087           1,282    1,282 

Dividends

         (491  (491         (464   (464

Other comprehensive loss, net of tax

            (10 (10

Balance at December 31, 2015

   275     5,738     1,113     3,750   40   10,641  

Net income

         1,218     1,218  

Other comprehensive income, net of tax

             6    6               2   2 

Balance at December 31, 2016

   275    $5,738    $1,113    $4,968   $46   $11,865  

December 31, 2018

   275   $5,738   $1,113   $6,208  $ (12 $13,047 

The accompanying notes are an integral part of Virginia Power’s Consolidated Financial Statements.

 

7484    



Virginia Electric and Power Company

Consolidated Statements of Cash Flows

 

Year Ended December 31,  2016 2015 2014   2018 2017 2016 
(millions)                

Operating Activities

        

Net income

  $1,218  $1,087  $858   $1,282  $1,540  $1,218 

Adjustments to reconcile net income to net cash provided by operating activities:

        

Depreciation and amortization (including nuclear fuel)

   1,210  1,121  1,090    1,309  1,333  1,210 

Deferred income taxes and investment tax credits

   469  251  396    224  269  469 

Charges associated with North Anna and offshore wind legislation

        374 

Proceeds from assignment of rental portfolio

     91    

Charges associated with future ash pond and landfill closure costs

   197  99  121    81     197 

Provision for rate credits to customers

   77       

Other adjustments

   (16 (27 (35   (21 (36 (16

Changes in:

        

Accounts receivable

   (65 128  (27   (60 (27 (65

Affiliated accounts receivable and payable

   220  (314 23 

Affiliated receivables and payables

   (14 125  220 

Inventories

   20  (20 (45   13  3  20 

Prepayments

   8  214  (220   (1 3  8 

Deferred fuel expenses, net

   69  64  (191   (269 (59 69 

Accounts payable

   25  (75 5    (26 (42 25 

Accrued interest, payroll and taxes

   49  (9 (19   (8 17  49 

Net realized and unrealized changes related to derivative activities

   (153 (67 (37   119  13  (153

Asset retirement obligations

   (54 (88 (59

Other operating assets and liabilities

   18  103  (45   188  (181 77 

Net cash provided by operating activities

   3,269  2,555  2,248    2,840  2,961  3,269 

Investing Activities

        

Plant construction and other property additions

   (2,489 (2,474 (2,911   (2,228 (2,496 (2,489

Purchases of nuclear fuel

   (153 (172 (196   (173 (192 (153

Acquisition of solar development projects

   (7 (43      (141 (41 (7

Purchases of securities

   (775 (651 (574   (925 (884 (775

Proceeds from sales of securities

   733  639  549    887  849  733 

Other

   (33 (87 (2   (63 (41 (33

Net cash used in investing activities

   (2,724 (2,788 (3,134   (2,643 (2,805 (2,724

Financing Activities

        

Issuance (repayment) of short-term debt, net

   (1,591 295  519    (228 477  (1,591

Issuance (repayment) of affiliated current borrowings, net

   (114 (51 330    191  (229 (114

Issuance and remarketing of long-term debt

   1,688  1,112  950    1,300  1,500  1,688 

Repayment and repurchase of long-term debt

   (517 (625 (61   (964 (681 (517

Preferred stock redemption

        (259

Common dividend payments to parent

     (491 (590   (464 (1,199   

Preferred dividend payments

        (11

Other

   (18 (4 7    (18 (11 (18

Net cash provided by (used in) financing activities

   (552 236  885 

Increase (decrease) in cash and cash equivalents

   (7 3  (1

Cash and cash equivalents at beginning of year

   18  15  16 

Cash and cash equivalents at end of year

  $11  $18  $15 

Net cash used in financing activities

   (183 (143 (552

Increase (decrease) in cash, restricted cash and equivalents

   14  13  (7

Cash, restricted cash and equivalents at beginning of year

   24  11  18 

Cash, restricted cash and equivalents at end of year

  $38  $24  $11 

Supplemental Cash Flow Information

        

Cash paid during the year for:

        

Interest and related charges, excluding capitalized amounts

  $435  $422  $383   $498  $458  $435 

Income taxes

   79  517  386    128  362  79 

Significant noncash investing activities:

        

Accrued capital expenditures

   256  169  181    204  169  256 

The accompanying notes are an integral part of Virginia Power’s Consolidated Financial Statements.

 

    7585


 



 

 

 

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7686    



REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Directors of

Dominion Energy Gas Holdings, LLC

Richmond, VirginiaOpinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Dominion Energy Gas Holdings, LLC (a wholly-owned subsidiary of Dominion Resources,Energy, Inc.) and subsidiaries (“Dominion Energy Gas”) as ofat December 31, 20162018 and 2015, and2017, the related consolidated statements of income, comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, 2016. 2018, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Dominion Energy Gas at December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of Dominion Energy Gas’ management. Our responsibility is to express an opinion on theDominion Energy Gas’ consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to Dominion Energy Gas in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.misstatement, whether due to error or fraud. Dominion Energy Gas is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. OurAs part of our audits, included considerationwe are required to obtain an understanding of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Dominion Energy Gas’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Dominion Gas Holdings, LLC and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Richmond, Virginia

February 28, 20172019

We have served as Dominion Energy Gas’ auditor since 2012.

 

    7787



Dominion Energy Gas Holdings, LLC

Consolidated Statements of Income

 

 

Year Ended December 31,  2016   2015   2014   2018 2017 2016 
(millions)                    

Operating Revenue(1)

  $1,638   $1,716   $1,898   $1,940  $1,814  $1,638 

Operating Expenses

          

Purchased gas(1)

   109    133    315    40  132  109 

Other energy-related purchases(1)

   12    21    40    135  21  12 

Other operations and maintenance:

          

Affiliated suppliers

   81    64    64    94  87  81 

Other(2)(1)

   393    326    274    665  578  514 

Depreciation and amortization

   204    217    197    244  227  204 

Other taxes

   170    166    157    200  185  170 

Impairment of assets and related charges

   346  16    

Gains on sales of assets

   (119 (70 (45

Total operating expenses

   969    927    1,047    1,605  1,176  1,045 

Income from operations

   669    789    851    335  638  593 

Earnings from equity method investee

   21    23    21    24  21  21 

Other income

   11    1    1    133  104  87 

Interest and related charges(1)

   94    73    27    105  97  94 

Income from operations before income tax expense

   607    740    846    387  666  607 

Income tax expense

   215    283    334    86  51  215 

Net Income

  $392   $457   $512   $301  $615  $392 

 

(1)

See Note 24 for amounts attributable to related parties.

(2)Includes a gain on the sale of assets to a related party of $59 million in 2014. See Note 9 for more information.

The accompanying notes are an integral part of Dominion Energy Gas’ Consolidated Financial Statements.

 

7888    



Dominion Energy Gas Holdings, LLC

Consolidated Statements of Comprehensive Income

 

Year Ended December 31,  2016  2015  2014 
(millions)          

Net income

  $392   $457   $512  

Other comprehensive income (loss), net of taxes:

    

Net deferred gains (losses) on derivatives-hedging activities, net of $10, $(4) and $19 tax

   (16  6    (31

Changes in unrecognized pension costs, net of $14, $13 and $6 tax

   (20  (20  (10

Amounts reclassified to net income:

    

Net derivative (gains) losses-hedging activities, net of $(6), $3 and $(5) tax

   9    (3  8  

Net pension and other postretirement benefit costs, net of $(2), $(3) and $(3) tax

   3    4    5  

Other comprehensive loss

   (24  (13  (28

Comprehensive income

  $368   $444   $484  
Year Ended December 31,  2018  2017  2016 
(millions)          

Net Income

  $301  $615  $392 

Other comprehensive income (loss), net of taxes:

    

Net deferred gains (losses) on derivatives-hedging activities, net of $6, $(3) and $10 tax

   (17  5   (16

Changes in net unrecognized pension benefit (costs) , net of $20, $(8) and $14 tax

   (52  20   (20

Amounts reclassified to net income:

    

Net derivative (gains) losses-hedging activities, net of $(7), $3 and $(6) tax

   20   (4  9 

Net pension and other postretirement benefit costs, net of $(2), $(2) and $(2) tax

   4   4   3 

Other comprehensive income (loss)

   (45  25   (24

Comprehensive income

  $256  $640  $368 

The accompanying notes are an integral part of Dominion Energy Gas’ Consolidated Financial Statements.

 

    7989



Dominion Energy Gas Holdings, LLC

Consolidated Balance Sheets

 

 

At December 31,  2016 2015   2018 2017 
(millions)            
ASSETS      

Current Assets

      

Cash and cash equivalents

  $23   $13    $10  $4 

Customer receivables (less allowance for doubtful accounts of $1 at both dates)(1)

   281   219  

Other receivables (less allowance for doubtful accounts of $1 and $2)(1)

   13   7  

Customer receivables (less allowance for doubtful accounts of less than $1 and $1)(1)

   309  297 

Other receivables (less allowance for doubtful accounts of $2 and $1)(1)

   17  15 

Affiliated receivables

   17   98     10  10 

Inventories:

      

Materials and supplies

   57   54     53  55 

Gas stored

   13   24     12  9 

Prepayments(1)

   94   88     116  112 

Regulatory assets

   26   23  

Gas imbalances(1)

   37   17     162  46 

Other

   21   23  

Other(1)

   58  52 

Total current assets

   582   566     747  600 

Investments

   99   104     93  97 

Property, Plant and Equipment

      

Property, plant and equipment

   10,475   9,693     11,238  11,173 

Accumulated depreciation and amortization

   (2,851 (2,690   (2,971 (3,018

Total property, plant and equipment, net

   7,624   7,003     8,267  8,155 

Deferred Charges and Other Assets

      

Goodwill

   542   542     547  542 

Intangible assets, net

   98   83     109  109 

Pension and other postretirement benefit assets(1)

   1,775  1,828 

Regulatory assets

   577   449     727  511 

Pension and other postretirement benefit assets(1)

   1,557   1,510  

Other(1)

   63   51     86  98 

Total deferred charges and other assets

   2,837   2,635     3,244  3,088 

Total assets

  $11,142   $10,308    $12,351  $11,940 

 

(1)

See Note 24 for amounts attributable to related parties.

 

8090    


 



At December 31,  2016 2015   2018 2017 
(millions)            
LIABILITIESAND EQUITY      

Current Liabilities

      

Securities due within one year

  $   $400    $449  $ 

Short-term debt

   460   391     10  629 

Accounts payable

   221   201     196  193 

Payables to affiliates

   29   22     65  62 

Affiliated current borrowings

   118   95     218  18 

Accrued interest, payroll and taxes(1)

   225   183     265  250 

Regulatory liabilities

   35   55  

Other(1)

   127   128     198  189 

Total current liabilities

   1,215   1,475     1,401  1,341 

Long-Term Debt

   3,528   2,869     3,609  3,570 

Deferred Credits and Other Liabilities

      

Deferred income taxes and investment tax credits

   2,438   2,214     1,465  1,454 

Regulatory liabilities

   219   201     1,285  1,227 

Other(1)

   206   231     194  185 

Total deferred credits and other liabilities

   2,863   2,646     2,944  2,866 

Total liabilities

   7,606   6,990     7,954  7,777 

Commitments and Contingencies (see Note 22)

      

Equity

      

Membership interests

   3,659   3,417     4,566  4,261 

Accumulated other comprehensive loss

   (123 (99   (169 (98

Total equity

   3,536   3,318     4,397  4,163 

Total liabilities and equity

  $11,142   $10,308    $12,351  $11,940 

 

(1)

See Note 24 for amounts attributable to related parties.

The accompanying notes are an integral part of Dominion Energy Gas’ Consolidated Financial Statements.

 

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Dominion Energy Gas Holdings, LLC

Consolidated Statements of Equity

 

  Membership
Interests
 Accumulated
Other
Comprehensive
Income (Loss)
 Total   

Membership
Interests

 

 

Accumulated
Other
Comprehensive
Income (Loss)

 

 

Total

 

 
(millions)                

Balance at December 31, 2013

  $3,485   $(58 $3,427  

Net income

   512    512  

Equity contribution from parent

   1    1  

Distributions

   (346  (346

Other comprehensive loss, net of tax

   (28 (28

Balance at December 31, 2014

   3,652   (86 3,566  

December 31, 2015

  $3,417  $(99 $3,318 

Net income

   457    457     392   392 

Distributions

   (692  (692   (150  (150

Other comprehensive loss, net of tax

   (13 (13   (24 (24

Balance at December 31, 2015

   3,417   (99 3,318  

December 31, 2016

   3,659  (123 3,536 

Net income

   615   615 

Distributions

   (15  (15

Other comprehensive income, net of tax

   25  25 

Other

   2  2 

December 31, 2017

   4,261  (98 4,163 

Cumulative-effect of changes in accounting principles

   29   (26  3 

Net income

   392     392     301    301 

Distributions

   (150   (150   (25   (25

Other comprehensive loss, net of tax

    (24  (24    (45  (45

Balance at December 31, 2016

  $3,659   $(123 $3,536  

December 31, 2018

  $4,566  $ (169 $4,397 

The accompanying notes are an integral part of Dominion Energy Gas’ Consolidated Financial Statements.

 

8292    



Dominion Energy Gas Holdings, LLC

Consolidated Statements of Cash Flows

 

Year Ended December 31,  2016 2015 2014   2018 2017 2016 
(millions)                

Operating Activities

        

Net income

  $392  $457  $512   $301  $615  $392 

Adjustments to reconcile net income to net cash provided by operating activities:

        

Gains on sales of assets

   (50  (123 (124

Depreciation and amortization

   204  217  197    244  227  204 

Deferred income taxes and investment tax credits

   238  163  216    33  27  238 

Gains on sales of assets

   (109 (70 (50

Impairment of assets and related charges

   348  15    

Other adjustments

   (6  16  2    (7 (7 (6

Changes in:

        

Accounts receivable

   (68  115  (42   (14 (17 (68

Affiliated receivables and payables

   88  (105 (5   3  40  88 

Inventories

   8  (13 (2   (1 6  8 

Prepayments

   (6  99  (99   (4 (18 (6

Accounts payable

   15  (51 (35   (5 (17 15 

Accrued interest, payroll and taxes

   42  (11 (15   15  24  42 

Pension and other postretirement benefits

   (141 (119 (112   (155 (143 (141

Other operating assets and liabilities

   (68 (17 (22   (17 (16 (68

Net cash provided by operating activities

   648  628  471    632  666  648 

Investing Activities

        

Plant construction and other property additions

   (854  (795 (719   (772 (778 (854

Proceeds from sale of equity method investment in Iroquois

   7               7 

Proceeds from sale of assets to affiliate

        47 

Proceeds from assignments of shale development rights

   10  79  60    109  70  10 

Other

   (18  (11 (4   (16 (19 (12

Net cash used in investing activities

   (855  (727 (616   (679 (727 (849

Financing Activities

        

Issuance of short-term debt, net

   69  391    

Issuance (repayment) of short-term debt, net

   (619 169  69 

Issuance (repayment) of affiliated current borrowings, net

   23  (289 (892   200  (100 23 

Issuance of long-term debt

   500     680 

Repayment of long-term debt

   (400              (400

Issuance of long-term debt

   680  700  1,400 

Distribution payments to parent

   (150 (692 (346   (25 (15 (150

Other

   (5  (7 (16   (5 (6 (5

Net cash provided by financing activities

   217  103  146    51  48  217 

Increase in cash and cash equivalents

   10  4  1 

Cash and cash equivalents at beginning of year

   13  9  8 

Cash and cash equivalents at end of year

  $23  $13  $9 

Increase (decrease) in cash, restricted cash and equivalents

   4  (13 16 

Cash, restricted cash and equivalents at beginning of year

   30  43  27 

Cash, restricted cash and equivalents at end of year

  $34  $30  $43 

Supplemental Cash Flow Information

        

Cash paid (received) during the year for:

        

Interest and related charges, excluding capitalized amounts

  $81  $70  $23   $95  $89  $81 

Income taxes

   (92  98  266    79  9  (92

Significant noncash investing and financing activities:

    

Significant noncash investing activities:

    

Accrued capital expenditures

   59  57  35    38  38  59 

Extinguishment of affiliated long-term debt in exchange for assets sold to affiliate

        67 

The accompanying notes are an integral part of Dominion Energy Gas’ Consolidated Financial Statements.

 

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8494    



Combined Notes to Consolidated Financial Statements

 

 

NOTE 1. NATUREOF OPERATIONS

Dominion Energy, headquartered in Richmond, Virginia, is one of the nation’s largest producers and transporters of energy. Dominion’sDominion Energy’s operations are conducted through various subsidiaries, including Virginia Power and Dominion Energy Gas. Virginia Power is a regulated public utility that generates, transmits and distributes electricity for sale in Virginia and northeastern North Carolina. Virginia Power is a member of PJM, an RTO, and its electric transmission facilities are integrated into the PJM wholesale electricity markets. All of Virginia Power’s stock is owned by Dominion. Dominion Energy. Dominion Energy Gas is a holding company that conducts business activities through a regulated interstate natural gas transmission pipeline and underground storage system in the Northeast,mid-Atlantic and Midwest states, regulated gas transportation and distribution operations in Ohio, and gas gathering and processing activities primarily in West Virginia, Ohio and Pennsylvania. All of Dominion Energy Gas’ membership interests are held by Dominion.Dominion Energy. The Dominion QuestarSCANA Combination was completed in September 2016.January 2019. See Note 3 for a description of operations acquired in the Dominion QuestarSCANA Combination.

Dominion’sDominion Energy’s operations also include the Cove Point LNG import, transport and storage facility in Maryland,Facility, Cove Point Pipeline, Liquefaction Project, an equity investment in Atlantic Coast Pipeline and regulated gas transportation and distribution operations primarily in West Virginia. Dominion’sthe eastern and Rocky Mountain regions of the U.S. Dominion Energy’s nonregulated operations include merchant generation, energy marketing and price risk management activities and retail energy marketing operations and an equity investment in Blue Racer.operations.

In October 2014, Dominion Midstream launched its initial public offering of 20,125,000 common units representing limited partner interests at a price of $21 per unit. Dominion received $392 million in net proceeds from the sale of the units, after deducting underwriting discounts, structuring fees and estimated offering expenses. At December 31, 2016,2018, Dominion ownsEnergy owned the general partner, 50.9%60.9% of the common and subordinated units and 37.5% of the convertible preferred interests in Dominion Energy Midstream, which ownsowned a preferred equity interest and the general partner interest in Cove Point, DCG,DECG, Dominion Energy Questar Pipeline and a 25.93% noncontrolling partnership interest in Iroquois. TheIn January 2019, Dominion Energy acquired all outstanding partnership interests not owned by Dominion Energy and Dominion Energy Midstream became a wholly-owned subsidiary of Dominion Energy. At December 31, 2018, the public’s ownership interest in Dominion Energy Midstream is reflected as noncontrolling interest in Dominion’sDominion Energy’s Consolidated Financial Statements.

Through December 2018, Dominion managesEnergy managed its daily operations through three primary operating segments: DVP, DominionPower Delivery, Power Generation and Gas Infrastructure. Dominion Energy. DominionEnergy also reports a Corporate and Other segment, which includes its corporate, service company and other functions (including unallocated debt). In addition, Corporate and Other includes specific items attributable to Dominion’sDominion Energy’s operating segments that are not included in profit measures evaluated by executive management in assessing the segments’ performance or in allocating resources. Subsequent to the SCANA Combination, Dominion Energy manages the operations of SCANA through an additional operating segment, Southeast Energy.

Virginia Power manages its daily operations through two primary operating segments: DVPPower Delivery and DominionPower Generation. It also reports a Corporate and Other segment that primarily includes specific items attributable to its operating segments that are not included in profit measures evaluated by

executive management in assessing the segments’ performance or in allocating resources.

Dominion Energy Gas manages its daily operations through one primary operating segment: Dominion Energy.Gas Infrastructure. It also reports a Corporate and Other segment that primarily includes specific items attributable to its operating segment that are not included in profit measures evaluated by executive management in assessing the segment’s performance or in allocating resources and the effect of certain items recorded at Dominion Energy Gas as a result of Dominion’sDominion Energy’s basis in the net assets contributed.

See Note 25 for further discussion of the Companies’ operating segments.

 

 

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

General

The Companies make certain estimates and assumptions in preparing their Consolidated Financial Statements in accordance with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues, expenses and cash flows for the periods presented. Actual results may differ from those estimates.

The Companies’ Consolidated Financial Statements include, after eliminating intercompany transactions and balances, thetheir accounts, those of their respective majority-owned subsidiaries andnon-wholly-owned entities in which they have a controlling financial interest. For certain partnership structures, income is allocated based on the liquidation value of the underlying contractual arrangements. At December 31, 2018, Dominion Energy owns 50% of the voting interests in Four Brothers and Three Cedars and has a controlling financial interest over the entities through its rights to control operations. In August 2018, NRG’s ownership interest in Four Brothers and Three Cedars as well aswas transferred to GIP. GIP’s ownership interest in Four Brothers and Three Cedars, Terra Nova Renewable Partners’ 33% interest in certain of Dominion’sDominion Energy’s merchant solar projects and thenon-Dominion Energy held interest in Dominion Energy Midstream (through January 2019), is reflected as noncontrolling interest in Dominion’sDominion Energy’s Consolidated Financial Statements. See Note 3 for further information on these transactions.Terra Nova Renewable Partners has a future option to buy all or a portion of Dominion Energy’s remaining 67% ownership in certain merchant projects upon the occurrence of certain events, none of which are expected to occur in 2019.

The Companies report certain contracts, instruments and investments at fair value. See Note 6 for further information on fair value measurements.

The Companies consider acquisitions or dispositions in which substantially all of the fair value of the gross assets acquired or disposed of is concentrated into a single identifiable asset or group of similar identifiable assets to be an acquisition or a disposition of an asset, rather than a business. See Notes 3 and 10 for further information on such transactions.

Dominion Energy maintains pension and other postretirement benefit plans. Virginia Power and Dominion Energy Gas participate in certain of these plans. See Note 21 for further information on these plans.

Certain amounts in the 2015Companies’ 2017 and 20142016 Consolidated Financial Statements and footnotesNotes have been reclassified to

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Combined Notes to Consolidated Financial Statements, Continued

conform to the 20162018 presentation for comparative purposes. Thepurposes; however, such reclassifications did not affect the Companies’ net income, total assets, liabilities, equity or cash flows, except for the reclassification of debt issuance costs.flows.

Amounts disclosed for Dominion Energy are inclusive of Virginia Power and/or Dominion Energy Gas, where applicable.

Operating Revenue

Operating revenue is recorded on the basis of services rendered, commodities delivered or contracts settled and includes amounts yet to be billed to customers. Dominion Energy and Virginia Power collect sales, consumption and consumer utility taxes and Dominion Energy Gas collects sales taxes; however, these amounts are excluded from revenue. Dominion’sDominion Energy’s customer receivables at December 31, 20162018 and 20152017 included $631$626 million and $462$661 million, respectively, of accrued unbilled revenue based on estimated amounts of electricity and natural gas delivered but not yet billed to its utility

85



Combined Notes to Consolidated Financial Statements, Continued

customers. Virginia Power’s customer receivables at December 31, 20162018 and 20152017 included $349$392 million and $333$400 million, respectively, of accrued unbilled revenue based on estimated amounts of electricity delivered but not yet billed to its customers. Dominion Energy Gas’ customer receivables at December 31, 20162018 and 20152017 included $134$131 million and $98$121 million, respectively, of accrued unbilled revenue based on estimated amounts of natural gas delivered but not yet billed to its customers. See Note 24 for amounts attributable to related parties.

The primary types of sales and service activities reported as operating revenue for Dominion Energy, subsequent to the adoption of revised guidance for revenue recognition from contracts with customers, are as follows:

REVENUEFROM CONTRACTSWITH CUSTOMERS

Regulated electric sales consist primarily of state-regulated retail electric sales, and federally-regulated wholesale electric sales and electric transmission services;
Nonregulated electric sales consist primarily of sales of electricity at market-based rates and contracted fixed rates, and associated hedging activity;
Regulated gas sales consist primarily of state-regulated natural gas sales and related distribution services;
Nonregulated gas sales consist primarily of sales of natural gas production at market-based rates and contracted fixed prices, sales of gas purchased from third parties and associated hedging activity;
Regulated gas transportation and storage salesconsist of FERC-regulated sales of transmission and storage services and state-regulated gas distribution charges to retail distribution service customers opting for alternate suppliers and sales of gathering services;
Nonregulated gas transportation and storage sales consist primarily of LNG terminalling services;
Other regulated revenue consists primarily of miscellaneous service revenue from electric and gas distribution operations and sales of excess electric capacity and other commodities; and
Other nonregulated revenue consists primarily of NGL gathering and processing, sales of NGL production and condensate, extracted products and associated hedging activity. Other nonregulated revenue also includes services performed for Atlantic Coast Pipeline, sales of energy-related products

and services from Dominion Energy’s retail energy marketing operations, service concession arrangements and gas processing and handling revenue.

OTHER REVENUE

Other revenueconsists primarily of alternative revenue programs, gains and losses from derivative instruments not subject to hedge accounting and lease revenues.

The primary types of sales and service activities reported as operating revenue for Dominion Energy, prior to the adoption of revised guidance for revenue recognition from contracts with customers, were as follows:

Regulated electric salesconsisted primarily of state-regulated retail electric sales, and federally-regulated wholesale electric sales and electric transmission services;
Nonregulated electric salesconsisted primarily of sales of electricity at market-based rates and contracted fixed rates, and associated derivative activity;
Regulated gas sales consistconsisted primarily of state- and FERC-regulated natural gas sales and related distribution services and associated derivative activity;
Nonregulated gas sales consistconsisted primarily of sales of natural gas production at market-based rates and contracted fixed prices, sales of gas purchased from third parties, gas trading and marketing revenue and associated derivative activity;
Gas transportation and storage sales consistsconsisted primarily of FERC-regulated sales of transmission and storage services. Also included arewere state-regulated gas distribution charges to retail distribution service customers opting for alternate suppliers and sales of gathering services; and
Other revenue consistsconsisted primarily of sales of NGL production and condensate, extracted products and associated derivative activity. Other revenue also includesincluded miscellaneous service revenue from electric and gas distribution operations, sales of energy-related products and services from Dominion’sDominion Energy’s retail energy marketing operations and gas processing and handling revenue.

The primary types of sales and service activities reported as operating revenue for Virginia Power, subsequent to the adoption of revised guidance for revenue recognition from contracts with customers, are as follows:

REVENUEFROM CONTRACTSWITH CUSTOMERS

Regulated electric sales consist primarily of state-regulated retail electric sales and federally-regulated wholesale electric sales and electric transmission services;
Other regulated revenueconsists primarily of sales of excess capacity and other commodities and miscellaneous service revenue from electric distribution operations; and
Other nonregulated revenueconsists primarily of sales tonon-jurisdictional customers from certain solar facilities, revenue from renting space on certain electric transmission poles and distribution towers and service concession arrangements.

OTHER REVENUE

Other revenue consists primarily of alternative revenue programs, gains and losses from derivative instruments not subject to hedge accounting and lease revenues.

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The primary types of sales and service activities reported as operating revenue for Virginia Power, prior to the adoption of revised guidance for revenue recognition from contracts with customers, were as follows:

Regulated electric sales consisted primarily of state-regulated retail electric sales, and federally-regulated wholesale electric sales and electric transmission services; and
Other revenue consistsconsisted primarily of miscellaneous service revenue from electric distribution operations and miscellaneous revenue from generation operations, including sales of capacity and other commodities.

The primary types of sales and service activities reported as operating revenue for Dominion Energy Gas, subsequent to the adoption of revised guidance for revenue recognition from contracts with customers, are as follows:

REVENUEFROM CONTRACTSWITH CUSTOMERS

Regulated gas sales consist primarily of state-regulated natural gas sales and related distribution services;
Nonregulated gas sales consist primarily of sales of gas purchased from third parties and royalty revenues;
Regulated gas transportation and storage sales consist of FERC-regulated sales of transmission and storage services and state-regulated gas distribution charges to retail distribution service customers opting for alternate suppliers and sales of gathering services;
NGL revenueconsists primarily of NGL gathering and processing, sales of NGL production and condensate, extracted products and associated hedging activity;
Management service revenue consists primarily of services performed for Atlantic Coast Pipeline;
Other regulated revenueconsists primarily of miscellaneous regulated revenues; and
Other nonregulated revenueconsists primarily of miscellaneous service revenue.

OTHER REVENUE

Other revenue consists primarily of gains and losses from derivative instruments not subject to hedge accounting.

The primary types of sales and service activities reported as operating revenue for Dominion Energy Gas, prior to the adoption of revised guidance for revenue recognition from contracts with customers, were as follows:

Regulated gas sales consistconsisted primarily of state- and FERC-regulated natural gas sales and related distribution services;
Nonregulated gas sales consistconsisted primarily of sales of natural gas production at market-based rates and contracted fixed prices and sales of gas purchased from third parties. Revenue from sales of gas production iswas recognized based on actual volumes of gas sold to purchasers and iswas reported net of royalties;
Gas transportation and storage sales consistsconsisted primarily of FERC- regulatedFERC-regulated sales of transmission and storage services. Also included arewere state-regulated gas distribution charges to retail distribution service customers opting for alternate suppliers and sales of gathering services;

distribution service customers opting for alternate suppliers and sales of gathering services;

NGL revenueconsistsconsisted primarily of sales of NGL production and condensate, extracted products and associated derivative activity; and
Other revenue consistsconsisted primarily of miscellaneous service revenue, gas processing and handling revenue.

Dominion Energy and Virginia Power record refunds to customers as required by state commissions as a reduction to regulated electric sales or regulated gas sales, as applicable. Dominion Energy and Virginia Power’s revenue accounted for under the alternative revenue program guidance primarily consists of the equity return for under-recovery of certain riders. Alternative revenue programs compensate Dominion Energy and Virginia Power for certain projects and initiatives. Revenues arising from these programs are presented separately from revenue arising from contracts with customers in the categories above.

Revenues from electric and gas sales are recognized over time, as the customers of the Companies consume gas and electricity as it is delivered. Transportation and storage contracts are primarily stand-ready service contracts that include fixed reservation and variable usage fees. LNG terminalling services are also stand-ready service contracts, primarily consisting of fixed fees, offset by service credits associated with thestart-up phase of the Liquefaction Project. Fixed fees are recognized ratably over the life of the contract as the stand-ready performance obligation is satisfied, while variable usage fees are recognized when Dominion Energy and Dominion Energy Gas have a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the performance obligation completed to date. Sales of products and services, including NGLs, typically transfer control and are recognized as revenue upon delivery of the product or service. The customer is able to direct the use of, and obtain substantially all of the benefits from, the product at the time the product is delivered. The contract with the customer states the final terms of the sale, including the description, quantity and price of each product or service purchased. Payment for most sales and services varies by contract type, but is typically due within a month of billing.

Dominion Energy and Dominion Energy Gas typically receive or retain NGLs and natural gas from customers when providing natural gas processing, transportation or storage services. The revised guidance for revenue from contracts with customers requires entities to include the fair value of the noncash consideration in the transaction price. Therefore, subsequent to the adoption of the revised guidance for revenue recognition from contracts with customers, Dominion Energy and Dominion Energy Gas record the fair value of NGLs received during natural gas processing as service revenue recognized over time, and continue to recognize revenue from the subsequent sale of the NGLs to customers upon delivery. Dominion Energy and Dominion Energy Gas typically retain natural gas under certain transportation service arrangements that are intended to facilitate performance of the service and allow for natural losses that occur. As the intent of the allowance is to enable fulfillment of the contract rather than to provide compensation for services, the fuel allowance is not included in revenue.

Electric Fuel, Purchased Energy and PurchasedGas-Deferred Costs

Where permitted by regulatory authorities, the differences between Dominion’sDominion Energy and Virginia Power’s actual electric fuel and purchased energy expenses and Dominion’sDominion Energy and Dominion Energy Gas’ purchased gas expenses and the related

97


Combined Notes to Consolidated Financial Statements, Continued

levels of recovery for these expenses in current rates are deferred and matched against recoveries in future periods. The deferral of costs in excess of current period fuel rate recovery is recognized as a regulatory asset, while rate recovery in excess of current period fuel expenses is recognized as a regulatory liability.

Of the cost of fuel used in electric generation and energy purchases to serve utility customers, at December 31, 2018, approximately 84% is currently subject to deferred fuel accounting, while substantially all of the remaining amount is subject to recovery through similar mechanisms.

Virtually all of Dominion Gas’,Energy Gas, Cove Point’s,Point, Questar Gas’Gas, Hope and Hope’sSCE&G and PSNC’s, following the SCANA Combination, natural gas purchases are either subject to deferral accounting or are recovered from the customer in the same accounting period as the sale.

Income Taxes

A consolidated federal income tax return is filed for Dominion Energy and its subsidiaries, including Virginia Power and Dominion Energy Gas’ subsidiaries. In addition, where applicable, combined income tax returns for Dominion Energy and its subsidiaries are filed in various states; otherwise, separate state income tax returns are filed.

Although Dominion Energy Gas is disregarded for income tax purposes, a provision for income taxes is recognized to reflect the inclusion of its business activities in the tax returns of its parent, Dominion.Dominion Energy. Virginia Power and Dominion Energy Gas participate in intercompany tax sharing agreements with Dominion Energy and its subsidiaries. Current income taxes are based on taxable income or loss and credits determined on a separate company basis.

Under the agreements, if a subsidiary incurs a tax loss or earns a credit, recognition of current income tax benefits is limited to refunds of prior year taxes obtained by the carryback of the net operating loss or credit or to the extent the tax loss or credit is absorbed by the taxable income of other Dominion Energy consolidated group members. Otherwise, the net operating loss or credit is carried forward and is recognized as a deferred tax asset until realized.

Effective January 2016, deferredThe 2017 Tax Reform Act included a broad range of tax liabilitiesreform provisions affecting the Companies, including changes in corporate tax rates and business deductions. The 2017 Tax Reform Act reduces the corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017. Deferred tax assets and liabilities are classified as noncurrent in the Consolidated Balance Sheets. For prior years,Sheets and measured at the Companies presentedenacted tax rate expected to apply when temporary differences are realized or settled. Thus, at the date of enactment, federal deferred taxes in eitherwere remeasured based upon the current or noncurrent sectionsnew 21% tax rate. The total effect of tax rate changes on deferred tax balances was recorded as a component of the Consolidated Balance Sheets based on the classification of theincome tax provision related financial accounting assets or liabilities, or,to continuing operations for items such as operating loss carryforwards, the period in which the law is enacted, even if the assets and liabilities relate to other components of the financial statements, such as items of accumulated other comprehensive income. For Dominion Energy subsidiaries that are not rate-regulated utilities, existing deferred taxesincome tax assets or liabilities were expectedadjusted for the reduction in the corporate income tax rate and allocated to reverse.continuing operations. Dominion Energy’s rate-regulated utility subsidiaries likewise were required to adjust deferred income tax assets and liabilities for the change in income tax rates. However, if it is probable that the effect of the change in

income tax rates will be recovered or refunded in future rates, the regulated utility recorded a regulatory asset or liability instead of an increase or decrease to deferred income tax expense.

Accounting for income taxes involves an asset and liability approach. Deferred income tax assets and liabilities are provided,

86



representing future effects on income taxes for temporary differences between the bases of assets and liabilities for financial reporting and tax purposes. Accordingly, deferred taxes are recognized for the future consequences of different treatments used for the reporting of transactions in financial accounting and income tax returns. The Companies establish a valuation allowance when it ismore-likely-than-not that all, or a portion, of a deferred tax asset will not be realized. Where the treatment of temporary differences is different for rate-regulated operations, a regulatory asset is recognized if it is probable that future revenues will be provided for the payment of deferred tax liabilities.

The Companies recognize positions taken, or expected to be taken, in income tax returns that aremore-likely-than-not to be realized, assuming that the position will be examined by tax authorities with full knowledge of all relevant information.

If it is notmore-likely-than-not that a tax position, or some portion thereof, will be sustained, the related tax benefits are not recognized in the financial statements. Unrecognized tax benefits may result in an increase in income taxes payable, a reduction of income tax refunds receivable or changes in deferred taxes. Also, when uncertainty about the deductibility of an amount is limited to the timing of such deductibility, the increase in income taxes payable (or reduction in tax refunds receivable) is accompanied by a decrease in deferred tax liabilities. Except when such amounts are presented net with amounts receivable from or amounts prepaid to tax authorities, noncurrent income taxes payable related to unrecognized tax benefits are classified in other deferred credits and other liabilities on the Consolidated Balance Sheets and current payables are included in accrued interest, payroll and taxes on the Consolidated Balance Sheets.

The Companies recognize interest on underpayments and overpayments of income taxes in interest expense and other income, respectively. Penalties are also recognized in other income.

Dominion’s,Interest for the Companies was immaterial in 2018 and 2016. Dominion Energy and Virginia Power’sPower both recognized interest income of $11 million in 2017. Dominion Energy Gas’ interest was immaterial in 2017. Dominion Energy, Virginia Power and Dominion Energy Gas’ interest and penalties were immaterial in 2016, 20152018, 2017 and 2014.2016.

At December 31, 2016,2018, Virginia Power had an incometax-related affiliated receivable of $112$36 million, comprised of $122$34 million of federal income taxes and $2 million of state income taxes due from Dominion Energy. Dominion Energy Gas also had a net affiliated receivable of $2 million due from Dominion Energy, representing $8 million of federal income taxes receivable and $6 million of state income taxes payable to Dominion Energy. The net affiliated receivables are expected to be received from Dominion Energy.

In addition, Dominion Energy Gas’ Consolidated Balance Sheet at December 31, 2018 included $13 million of state income taxes receivable. State income taxes receivable at Virginia Power were immaterial at December 31, 2018.

98


At December 31, 2017, Virginia Power had an incometax-related affiliated payable of $16 million, comprised of $16 million of federal income taxes due fromto Dominion net of $10 million for state income taxes due to Dominion.Energy. Dominion Energy Gas also had an affiliated receivablepayable of $11$25 million due fromto Dominion Energy, representing $10$21 million of federal income taxes and $1$4 million of state income taxes. The net affiliated receivables are expectedpayables were paid to be refunded by Dominion.Dominion Energy.

In addition, Virginia Power’s Consolidated Balance Sheet at December 31, 20162017 included $2$1 million of noncurrent federal income taxes payable, $6receivable, less than $1 million of state income taxes receivable and $13$1 million of noncurrent state income taxes receivable. Dominion Energy Gas’ Consolidated Balance Sheet at December 31, 20162017 included $1 million of noncurrent federal income taxes payable, $1$14 million of state income taxes receivable and $7 million of noncurrent state income taxes payable.

At December 31, 2015, Virginia Power’s Consolidated Balance Sheet included a $296 million affiliated receivable, representing excess federal income tax payments expected to be refunded, $9 million of federal income taxes payable for prior years, less than $1 million of state income taxes payable, $10 million of state income taxes receivable, $14 million of noncurrent state income taxes receivable and $2 million of non-

current state income taxes payable. In March 2016, Virginia Power received a $300 million refund of its 2015 income tax payments.

At December 31, 2015, Dominion Gas’ Consolidated Balance Sheet included $91 million of affiliated receivables, representing excess federal income tax payments expected to be refunded and the benefit of utilizing a subsidiary’s tax loss to offset taxable income in Dominion’s consolidated tax return, less than $1 million of state income taxes payable, $4 millionof state income taxes receivable and $22 millionof noncurrent state income taxes payable. In March 2016, Dominion Gas received a $92 million refund for its 2015 income tax payments and benefit of a subsidiary’s tax loss.receivable.

Investment tax credits are recognized by nonregulated operations in the year qualifying property is placed in service. For regulated operations, investment tax credits are deferred and amortized over the service lives of the properties giving rise to the credits. Production tax credits are recognized as energy is generated and sold.

Cash, Restricted Cash and Equivalents

Cash, Equivalentsrestricted cash and equivalents include cash on hand, cash in banks and temporary investments purchased with an original maturity of three months or less.

Current banking arrangements generally do not require checks to be funded until they are presented for payment. The following table illustrates the checks outstanding but not yet presented for payment and recorded in accounts payable for the Companies:

 

Year Ended December 31,  2016   2015 
(millions)        

Dominion

  $24   $27 

Virginia Power

   11    11 

Dominion Gas

   9    7 
At December 31,  2018   2017 
(millions)        

Dominion Energy

  $35   $30 

Virginia Power

   16    17 

Dominion Energy Gas

   7    7 

For purposesRESTRICTED CASHAND EQUIVALENTS

The Companies hold restricted cash and equivalent balances that primarily consist of amounts held for customer deposits, future debt payments on SBL Holdco and Dominion Solar Projects III, Inc.’s term loan agreements and on Eagle Solar’s senior note agreement.

The following table provides a reconciliation of the total cash, restricted cash and equivalents reported within the Companies’ Consolidated Balance Sheets to the corresponding amounts reported within the Companies’ Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016:

   Cash, Restricted Cash and Equivalents at
End/Beginning of Year
 
   December 31,
2018
  December 31,
2017
  December 31,
2016
  December 31,
2015
 
(millions)            

Dominion Energy

    

Cash and cash equivalents

 $268  $120  $261  $607 

Restricted cash and equivalents(1)

  123   65   61   25 

Cash, restricted cash and equivalents shown in the Consolidated Statements of Cash Flows

 $391  $185  $322  $632 

Virginia Power

    

Cash and cash equivalents

 $29  $14  $11  $18 

Restricted cash and equivalents(1)

  9   10       

Cash, restricted cash and equivalents shown in the Consolidated Statements of Cash Flows

 $38  $24  $11  $18 

Dominion Energy Gas

    

Cash and cash equivalents

 $10  $4  $23  $13 

Restricted cash and equivalents(1)

  24   26   20   14 

Cash, restricted cash and equivalents shown in the

Consolidated Statements of Cash Flows

 $34  $30  $43  $27 

(1)

Restricted cash and equivalent balances are presented within other current assets in the Companies’ Consolidated Balance Sheets.

DISTRIBUTIONSFROM EQUITY METHOD INVESTEES

Dominion Energy and Dominion Energy Gas each hold investments that are accounted for under the equity method of accounting. Dominion Energy and Dominion Energy Gas classify distributions from equity method investees as either cash flows from operating activities or cash flows from investing activities in the Consolidated Statements of Cash Flows according to the nature of the distribution. Distributions received are classified on the basis of the nature of the activity of the investee that generated the distribution as either a return on investment (classified as cash flows from operating activities) or a return of an investment (classified as cash flows from investing activities) when such information is available to Dominion Energy and cash equivalents include cash on hand, cash in banks and temporary investments purchased with an original maturity of three months or less.Dominion Energy Gas.

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Combined Notes to Consolidated Financial Statements, Continued

Derivative Instruments

The Companies are exposed to the impact of market fluctuations in the price of electricity, natural gas and other energy-related products they market and purchase, as well as interest rate and foreign currency exchange rate risks of their business operations. Dominion Energy uses derivative instruments such as physical and financial forwards, futures, swaps, options and FTRs to manage the commodity, interest rate and foreign currency exchange rate risks of its business operations. Virginia Power uses derivative instruments such as physical and financial forwards, futures, swaps, options and FTRs to manage commodity and interest rate risks. Dominion Energy Gas uses derivative instruments such as physical and financial forwards, futures and swaps to manage commodity, interest rate and foreign currency exchange rate risks.

All derivatives, except those for which an exception applies, are required to be reported in the Consolidated Balance Sheets at fair value. Derivative contracts representing unrealized gain positions and purchased options are reported as derivative assets. Derivative contracts representing unrealized losses and options sold are reported as derivative liabilities. One of the exceptions to fair value accounting, normal purchases and normal sales, may be elected when the contract satisfies certain criteria, including a requirement that physical delivery of the underlying commodity is probable. Expenses and revenues resulting from deliveries under normal purchase contracts and normal sales contracts, respectively, are included in earnings at the time of contract performance.

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Combined Notes to Consolidated Financial Statements, Continued

The Companies do not offset amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral against amounts recognized for derivative instruments executed with the same counterparty under the same master netting arrangement. Dominion Energy had margin assets of $82$95 million and $16$92 million associated with cash collateral at December 31, 20162018 and 2015,2017, respectively. Dominion’sDominion Energy’s margin liabilities associated with cash collateral were less than $1 million at December 31, 2018 and 2017. Virginia Power had margin assets of $23 million associated with cash collateral at December 31, 2017. Virginia Power had no margin assets associated with cash collateral at December 31, 2018 and no margin liabilities associated with cash collateral at December 31, 2016 or 2015 were immaterial. Virginia Power’s2018 and 2017. Dominion Gas’Energy Gas had no margin assets andor liabilities associated with cash collateral were immaterial at December 31, 20162018 and 2015.2017. See Note 7 for further information about derivatives.

To manage price risk, the Companies hold certain derivative instruments that are not designated as hedges for accounting purposes. However, to the extent the Companies do not hold

offsetting positions for such derivatives, they believe these instruments represent economic hedges that mitigate their exposure to fluctuations in commodity prices. As part of Dominion’s strategy to market energy and manage related risks, it formerly managed a portfolio of commodity-based financial derivative instruments held for trading purposes. Dominion used established policies and procedures to manage the risks associated with price fluctuations in these energy commodities and used various derivative instruments to reduce risk by creating offsetting market positions. In the second quarter of 2013, Dominion commenced a repositioning of its producer services business. The repositioning was completed in the first quarter of 2014 and resulted in the termination of natural gas trading and certain energy marketing activities.

Statement of Income Presentation:

Derivatives Held for Trading Purposes: All income statement activity, including amounts realized upon settlement, is presented in operating revenue on a net basis.
Derivatives Not Held for Trading Purposes: All income statement activity, including amounts realized upon settlement, is presented in operating revenue, operating expenses, interest and related charges or other income based on the nature of the underlying risk.

Changes in the fair value of derivative instruments result in the recognition of regulatory assets or regulatory liabilities for jurisdictions subject to cost-based rate regulation. Realized gains or losses on the derivative instruments are generally recognized when the related transactions impact earnings.

DERIVATIVE INSTRUMENTS DESIGNATEDAS HEDGING INSTRUMENTS

TheIn accordance with accounting guidance pertaining to derivatives and hedge accounting, the Companies designate a portion of their derivative instruments as either cash flow or fair value hedges for accounting purposes. For all derivatives designated as hedges, the Companies formally document the relationship between the hedging instrument and the hedged item, as well as the risk management objective and the strategy for using the hedging instrument. The Companies assess whether the hedging relationship between the derivative and the hedged item is highly effective at offsetting changes in cash flows or fair values both at the inception of the hedging relationship and on an ongoing basis. Any change in the fair value of the derivative that is not effective at offsetting changes in the cash flows or fair values of the hedged item is recognized currently in earnings. Also, the Companies may elect to exclude certain gains or losses on hedging instruments from the assessment of hedge effectiveness,

such as gains or losses attributable to changes in the time value of options or changes in the difference between spot prices and forward prices, thus requiring that such changes be recorded currently in earnings. Hedge accounting is discontinued prospectively for derivatives that cease to be highly effective hedges. For derivative instruments that are accounted for as fair value hedges or cash flow hedges, the cash flows from the derivatives and from the related hedged items are classified in operating cash flows.

Cash Flow Hedges-A majority of the Companies’ hedge strategies represents cash flow hedges of the variable price risk associated with the purchase and sale of electricity, natural gas NGLs and other energy-related products.NGLs. The Companies also use interest rate swaps to hedge their exposure to variable interest rates on long-term debt as well as foreign currency swaps to hedge their exposure to interest payments denominated in Euros. For transactions in which the Companies are hedging the variability of cash flows, changes in the fair value of the derivatives are reported in AOCI, to the extent they are effective at offsetting changes in the hedged item. Any derivative gains or losses reported in AOCI are reclassified to earnings when the forecasted item is included in earnings, or earlier, if it becomes probable that the forecasted transaction will not occur. For cash flow hedge transactions, hedge accounting is discontinued if the occurrence of the forecasted transaction is no longer probable.

Dominion Energy entered into interest rate derivative instruments to hedge its forecasted interest payments related to planned debt issuances in 2014. These interest rate derivatives were designated by Dominion Energy as cash flow hedges prior to the formation of Dominion Energy Gas. For the purposes of the Dominion Energy Gas financial statements, the derivative balances, AOCI balance, and any income statement impact related to these interest rate derivative instruments entered into by Dominion Energy have been, and will continue to be, included in the Dominion Energy Gas’ Consolidated Financial Statements as the forecasted interest payments related to the debt issuances now occur at Dominion Energy Gas.

Fair Value Hedges-Dominion Energy has also uses fair value hedges to mitigate the fixed price exposure inherent in certain firm commodity commitments and commodity inventory. In addition, Dominion has designated interest rate swaps as fair value hedges on certain fixed rate long-term debt to manage interest rate exposure. In addition, Dominion Energy has used fair value hedges to mitigate the fixed price exposure inherent in commodity inventory. For fair value hedge transactions, changes in the fair value of the derivative are generally offset currently in earnings by the recognition of changes in the hedged item’s fair value. Hedge accounting is discontinued if the hedged item no longer qualifies for hedge accounting. See Note 6 for further information about fair value measurements and associated valuation methods for derivatives. See Note 7 for further information on derivatives.

Property, Plant and Equipment

Property, plant and equipment is recorded at lower of original cost or fair value, if impaired. Capitalized costs include labor, materials and other direct and indirect costs such as asset retirement costs, capitalized interest and, for certain operations subject tocost-of-service rate regulation, AFUDC and overhead costs. The cost of repairs and maintenance, including minor additions and replacements, is generally charged to expense as it is incurred.

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In 2018, 2017 and 2016, 2015 and 2014, Dominion Energy capitalized interest costs and AFUDC to property, plant and equipment of $159$134 million, $100$236 million and $80$159 million, respectively. In 2018, 2017 and 2016, 2015 and

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2014, Virginia Power capitalized AFUDC to property, plant and equipment of $21$56 million, $30$37 million and $39$21 million, respectively. In 2018, 2017 and 2016, 2015 and 2014, Dominion Energy Gas capitalized AFUDC to property, plant and equipment of $8$18 million, $1$25 million and $1$8 million, respectively.

Under Virginia law, certain Virginia jurisdictional projects qualify for current recovery of AFUDC through rate adjustment clauses. AFUDC on these projects is calculated and recorded as a regulatory asset and is not capitalized to property, plant and equipment. In 2016, 20152018, 2017 and 2014,2016, Virginia Power recorded $31$4 million, $19$22 million and $8$31 million of AFUDC related to these projects, respectively.

For property subject tocost-of-service rate regulation, including Dominion Energy and Virginia Power electric distribution, electric transmission and generation property, Dominion Energy Gas natural gas distribution and transmission property, and for certain Dominion Energy natural gas property, the undepreciated cost of such property, less salvage value, is generally charged to accumulated depreciation at retirement. Cost of removal collections from utility customers not representing AROs are recorded as regulatory liabilities. For property subject tocost-of-service rate regulation that will be abandoned significantly before the end of its useful life, the net carrying value is reclassified fromplant-in-service when it becomes probable it will be abandoned. In January 2019, Virginia Power committed to a plan to retire certain automated meter reading infrastructure associated with its electric operations before the end of its useful life and replace such equipment with more current AMI technology. As a result, Virginia Power expects to incur a charge of approximately $190 million ($141 millionafter-tax) in 2019.

For property that is not subject tocost-of-service rate regulation, including nonutility property, cost of removal not associated with AROs is charged to expense as incurred. The Companies also record gains and losses upon retirement based upon the difference between the proceeds received, if any, and the property’s net book value at the retirement date.

Depreciation of property, plant and equipment is computed on the straight-line method based on projected service lives. The Companies’ average composite depreciation rates on utility property, plant and equipment are as follows:

 

Year Ended December 31,  2016   2015   2014   2018   2017   2016 
(percent)                        

Dominion

      

Dominion Energy

      

Generation

   2.83    2.78    2.66    2.71    2.94    2.83 

Transmission

   2.47    2.42    2.38    2.54    2.55    2.47 

Distribution

   3.02    3.11    3.12    2.97    3.00    3.02 

Storage

   2.29    2.42    2.39    2.40    2.48    2.29��

Gas gathering and processing

   2.66    3.19    2.81    2.62    2.21    2.66 

General and other

   4.12    3.67    3.62    4.56    4.89    4.12 

Virginia Power

            

Generation

   2.83    2.78    2.66    2.71    2.94    2.83 

Transmission

   2.36    2.33    2.34    2.52    2.54    2.36 

Distribution

   3.32    3.33    3.34    3.31    3.32    3.32 

General and other

   3.49    3.40    3.29    4.52    4.68    3.49 

Dominion Gas

      

Dominion Energy Gas

      

Transmission

   2.43    2.46    2.40    2.45    2.40    2.43 

Distribution

   2.55    2.45    2.47    2.41    2.42    2.55 

Storage

   2.19    2.44    2.40    2.46    2.45    2.19 

Gas gathering and processing

   2.58    3.20    2.82    3.07    2.42    2.58 

General and other

   4.54    4.72    5.77    5.59    4.96    4.54 

In 2014,the second quarter of 2018, Virginia Power made aone-timerecorded an adjustment for the retroactive application of depreciation rates for regulated nuclear plants to depreciation expense as ordered by thecomply with Virginia Commission.Commission requirements. This adjustment resulted in an increasea decrease of $38$60 million ($2344 millionafter-tax) in depreciation and amortization expense in Virginia Power’s Consolidated Statements of Income.Income for the year ended December 31, 2018. This resulted in an increase to Dominion Energy’s EPS of $0.07 per share for the year ended December 31, 2018. This revision is expected to decrease annual depreciation expense by approximately $30 million ($23 millionafter-tax).

In the first quarter of 2017, Virginia Power revised the depreciation rates for its assets to reflect the results of a new depreciation study. This change resulted in an increase in annual depreciation expense of $40 million ($25 millionafter-tax) for 2017. Additionally, Dominion Energy revised the depreciable lives for its merchant generation assets, excluding Millstone, which resulted in a decrease in annual depreciation expense of $26 million ($16 millionafter-tax) for 2017.

Capitalized costs of development wells and leaseholds are amortized on afield-by-field basis using theunit-of-production method and the estimated proved developed or total proved gas and oil reserves, at a rate of $2.08$1.89 and $2.11 per mcfe in 2016.2018 and 2017, respectively.

Dominion’sDominion Energy’s nonutility property, plant and equipment is depreciated using the straight-line method over the following estimated useful lives:

 

Asset  Estimated Useful Lives 

Merchant generation-nuclear

   44 years 

Merchant generation-other

   15-3615-30 years 

Nonutility gas gathering and processing

   3-50 years

LNG facility

40 years 

General and other

   5-59 years 

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Combined Notes to Consolidated Financial Statements, Continued

Depreciation and amortization related to Virginia Power’sPower and Dominion Energy Gas’ nonutility property, plant and equipment and exploration and production properties was immaterial for the years ended December 31, 2016, 20152018, 2017 and 2014,2016, except for Dominion Energy Gas’ nonutility gas gathering and processing properties which are depreciated using the straight-line method over estimated useful lives between 10 and 50 years.

Nuclear fuel used in electric generation is amortized over its estimated service life on aunits-of-production basis. Dominion Energy and Virginia Power report the amortization of nuclear fuel in electric fuel and other energy-related purchases expense in their Consolidated Statements of Income and in depreciation and amortization in their Consolidated Statements of Cash Flows.

Long-Lived and Intangible Assets

The Companies perform an evaluation for impairment whenever events or changes in circumstances indicate that the carrying amount of long-lived assets or intangible assets with finite lives may not be recoverable. A long-lived or intangible asset is written down to fair value if the sum of its expected future undiscounted cash flows is less than its carrying amount. Intangible assets with finite lives are amortized over their estimated useful lives. See Note 6 for afurther discussion on the impairment of impairments related to certain long-lived assets.

Regulatory Assets and Liabilities

The accounting for Dominion’sDominion Energy and Dominion Energy Gas’ regulated gas and Dominion Energy and Virginia Power’s regulated electric operations differs from the accounting for nonregulated operations in that they are required to reflect the effect of rate regulation in their Consolidated Financial Statements. For regulated businesses subject to federal or statecost-of-service rate regulation, regulatory practices that assign costs to accounting periods may differ from accounting methods generally applied by nonregulated companies. When it is probable that regulators will permit the recovery of current costs through future rates charged to customers, these costs that otherwise would be expensed by nonregulated companies are deferred as regulatory assets. Likewise, regulatory liabilities are recognized when it is probable that regulators will require customer refunds through future rates or when revenue is collected from customers for expenditures that have yet to be incurred. Generally, regulatory assets and liabilities are amortized into income over the period authorized by the regulator.

The Companies evaluate whether or not recovery of their regulatory assets through future rates is probable and make various assumptions in their analyses. The expectations of future recovery are generally based on orders issued by regulatory commissions, legislation or historical experience, as well as discussions

89



Combined Notes to Consolidated Financial Statements, Continued

with applicable regulatory authorities and legal counsel. If recovery of a regulatory asset is determined to be less than probable, it will be written off in the period such assessment is made.

Asset Retirement Obligations

The Companies recognize AROs at fair value as incurred or when sufficient information becomes available to determine a reasonable estimate of the fair value of future retirement activities to be performed, for which a legal obligation exists. These amounts are generally capitalized as costs of the related tangible long-lived assets. Since relevant market information is not available, fair

value is estimated using discounted cash flow analyses. Periodically,Quarterly, the Companies evaluate the key assumptions underlyingassess their AROs includingto determine if circumstances indicate that estimates of the amounts andor timing of future cash flows associated with retirement activities.activities have changed. AROs are adjusted when significant changes in these assumptionsthe amounts or timing of future cash flows are identified. Dominion Energy and Dominion Energy Gas report accretion of AROs and depreciation on asset retirement costs associated with their natural gas pipeline and storage well assets as an adjustment to the related regulatory liabilities when revenue is recoverable from customers for AROs. Dominion Energy, following the SCANA Combination, and Virginia Power reportsreport accretion of AROs and depreciation on asset retirement costs associated with decommissioning its nuclear power stations as an adjustment to the regulatory liability for certain jurisdictions. Additionally, Dominion Energy and Virginia Power reportsreport accretion of AROs and depreciation on asset retirement costs associated with certain rider and prospective rider projects as an adjustment to the regulatory asset for certain jurisdictions. Accretion of all other AROs and depreciation of all other asset retirement costs are reported in other operations and maintenance expense and depreciation expense, respectively, in the Consolidated Statements of Income.

Debt Issuance Costs

The Companies defer and amortize debt issuance costs and debt premiums or discounts over the expected lives of the respective debt issues, considering maturity dates and, if applicable, redemption rights held by others. Effective January 2016, deferredDeferred debt issuance costs wereare recorded as a reduction in long-term debt in the Consolidated Balance Sheets. Such costs had previously been recorded as an asset in other current assets and other deferred charges and other assets in the Consolidated Balance Sheets. Amortization of the issuance costs is reported as interest expense. Unamortized costs associated with redemptions of debt securities prior to stated maturity dates are generally recognized and recorded in interest expense immediately. As permitted by regulatory authorities, gains or losses resulting from the refinancing of debt allocable to utility operations subject to cost-based rate regulation are deferred and amortized over the lives of the new issuances.amortized.

Investments

MDARKETABLEEBTAND EQUITY SANDECURITIESWITH READILY DEBTETERMINABLE SFECURITIESAIR VALUES

Dominion Energy accounts for and classifies investments in marketable equity and debt securities as trading oravailable-for-sale securities. Virginia Power classifies investments in marketable equity and debt securities asavailable-for-sale securities.

 TradingDebt securities classified as trading securitiesinclude marketable equity and debt securities held by Dominion Energy in rabbi trusts associated with certain deferred compensation plans. These securities are reported in

other investments in the Consolidated Balance Sheets at fair value with net realized and unrealized gains and losses included in other income in the Consolidated Statements of Income.

 

Debt securities classified asAvailable-for-saleavailable-for-sale securitiesinclude all other marketable equity and debt securities, primarily comprised of securities held in the nuclear decommissioning trusts. These investments are reported at fair value in nuclear decommissioning trust funds in the Consolidated Balance Sheets. Net realized and unrealized gains and losses (including any other-than-temporary impairments) on investments held in Virginia Power’s nuclear decommissioning trusts are recorded to a regulatory liability

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for certain jurisdictions subject to cost-based regulation. For all otheravailable-for-sale debt securities, including those held in Dominion’sDominion Energy’s merchant generation nuclear decommissioning trusts, net realized gains and losses (including any other-than-temporary impairments) are included in other income and unrealized gains and losses are reported as a component of AOCI,after-tax.

In determining realized gains and losses for marketable equity and debt securities, the cost basis of the security is based on the specific identification method.

Equity securities with readily determinable fair values include securities held by Dominion Energy in rabbi trusts associated with certain deferred compensation plans and securities held by Dominion Energy and Virginia Power in the nuclear decommissioning trusts. Dominion Energy and Virginia Power record all equity securities with a readily determinable fair value, or for which they are permitted to estimate fair value using NAV (or its equivalent), at fair value in nuclear decommissioning trust funds and other investments in the Consolidated Balance Sheets. However, Dominion Energy and Virginia Power may elect a measurement alternative for equity securities without a readily determinable fair value. Under the measurement alternative, equity securities are reported at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Dominion Energy and Virginia Power qualitatively assess equity securities reported using the measurement alternative to determine whether an investment is impaired on an ongoing basis. Net realized and unrealized gains and losses on equity securities held in Virginia Power’s nuclear decommissioning trusts are recorded to a regulatory liability for certain jurisdictions subject to cost-based regulation. For all other equity securities, including those held in Dominion Energy’s merchant generation nuclear decommissioning trusts and rabbi trusts, net realized and unrealized gains and losses are included in other income in the Consolidated Statements of Income.

NEON-MARKETABLEQUITY ISNVESTMENTSECURITIESWITHOUT READILY DETERMINABLE FAIR VALUES

The Companies account for illiquid and privately held securities for which market prices or quotations are notwithout readily availabledeterminable fair values under either the equity method or cost method.Non-marketable investments Equity securities without readily determinable fair values include:

 Equity method investmentswhen the Companies have the ability to exercise significant influence, but not control, over the investee. Dominion’sDominion Energy’s investments are included in investments in equity method affiliates and Virginia Power’sDominion Energy Gas’ investments are included in other investments in their Consolidated Balance Sheets. The CompaniesDominion Energy and Dominion Energy Gas record equity method adjustments in other income and earnings from equity method investee, respectively, in thetheir Consolidated Statements of Income, including:including their proportionate share of investee income or loss, gains or losses resulting from investee capital transactions, amortization of certain differences between the carrying value and the equity in the net assets of the investee at the date of investment and other adjustments required by the equity method.
 Cost method investments when Dominion Energy and Virginia Power do not have the ability to exercise significant influence over the investee. Dominion’sDominion Energy and Virginia Power’s investments are included in other investments and nuclear decommissioning trust funds. Cost method investments are reported at cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer.

OTHER--TTHANHAN--TTEMPORARYEMPORARY IMPAIRMENT

Dominion and Virginia PowerThe Companies periodically review their investments in debt securities and equity method investments to determine whether a decline in fair value should be considered other-than-temporary. If a decline in the fair value of any security is determined to be other-than-temporary, the security is written down to its fair value at the end of the reporting period.

Decommissioning Trust Investments—SpecialInvestments —Special Considerations for Debt Securities

The recognition provisions of the FASB’s other-than-temporary impairment guidance apply only to debt securities classified asavailable-for-sale orheld-to-maturity,held-to-maturity.
Using information obtained from their nuclear decommissioning trust fixed-income investment managers, Dominion Energy and Virginia Power record in earnings any unrealized loss for a debt security when the manager intends to sell the debt security or it ismore-likely-than-not whilethat the presentationmanager will have to sell the debt security before recovery of its fair value up to its cost basis. If that is not the case, but the debt security is deemed to have experienced a credit loss, Dominion Energy and disclosure requirements apply to both debtVirginia Power record the credit loss in earnings and equity securities.any remaining portion of the unrealized loss in AOCI. Credit losses are evaluated primarily by considering the credit ratings of the issuer, prior instances ofnon-performance by the issuer and other factors.

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Debt Securities—Using information obtained from their nuclear decommissioning trust fixed-income investment managers, Dominion and Virginia Power record in earnings any unrealized loss for a debt security when the manager intends to sell the debt security or it ismore-likely-than-not that the manager will have to sell the debt security before recovery of its fair value up to its cost basis. If that is not the case, but the debt security is deemed to have experienced a credit loss, Dominion and Virginia Power record the credit loss in earnings and any remaining portion of the unrealized loss in AOCI. Credit losses are evaluated primarily by considering the credit ratings of the issuer, prior instances ofnon-performance by the issuer and other factors.
Equity securities and other investments—Dominion’s and Virginia Power’s method of assessing other-than-temporary declines requires demonstrating the ability to hold individual securities for a period of time sufficient to allow for the anticipated recovery in their market value prior to the consideration of the other criteria mentioned above. Since Dominion and Virginia Power have limited ability to oversee theday-to-day management of nuclear decommissioning trust fund investments, they do not have the ability to ensure investments are held through an anticipated recovery period. Accordingly, they consider all equity and other securities as well asnon-marketable investments held in nuclear decommissioning trusts with market values below their cost bases to be other-than-temporarily impaired.

Inventories

Materials and supplies and fossil fuel inventories are valued primarily using the weighted-average cost method. Stored gas inventory is valued using the weighted-average cost method, except for East Ohio gas distribution operations, which are valued using the LIFO method. Under the LIFO method, current stored gas inventory was valued at $13$12 million and $24$9 million at December 31, 20162018 and December 31, 2015,2017, respectively. Based on the average price of gas purchased during 20162018 and 2015,2017, the cost of replacing the current portion of stored gas inventory exceeded the amount stated on a LIFO basis by $55$87 million and $109$79 million, respectively.

Gas Imbalances

Natural gas imbalances occur when the physical amount of natural gas delivered from, or received by, a pipeline system or storage facility differs from the contractual amount of natural gas delivered or received. Dominion Energy and Dominion Energy Gas value these imbalances due to, or from, shippers and operators at an appropriate index price at period end, subject to the terms of its tariff for regulated entities. Imbalances are primarily settledin-kind. Imbalances due to Dominion Energy from other parties are reported in other current assets and imbalances that Dominion Energy and Dominion Energy Gas owe to other parties are

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Combined Notes to Consolidated Financial Statements, Continued

reported in other current liabilities in the Consolidated Balance Sheets.

Goodwill

Dominion Energy and Dominion Energy Gas evaluate goodwill for impairment annually as of April 1 and whenever an event occurs or circumstances change in the interim that wouldmore-likely-than-not reduce the fair value of a reporting unit below its carrying amount.

New Accounting Standards

REVENUE RECOGNITION

In May 2014, the FASB issued revised accounting guidance for revenue recognition from contracts with customers. The core principle ofCompanies adopted this revised accounting guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in this update also require disclosure of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. For the Companies, the revised accounting guidance is effective for interim and annual reporting periods beginning January 1, 2018. The Companies have completed their preliminary evaluations of the impact of this guidance and, pending evaluation of the items discussed below, expect no significant impact on their results of operations. Now that their preliminary evaluations are complete, the Companies will expand the scope of their assessment to include all contracts with customers. In addition, the Companies are considering certain issues that could potentially change the accounting for certain transactions. Among the issues being considered are accounting for contributions in aid of construction, recognition of revenue when collectability is in question, recognition of revenue in contracts with variable consideration, accounting for alternative revenue programs, and the capitalization of costs to acquire new contracts. The Companies plan on applying the standard2018 using the modified retrospective method as opposedmethod. Upon the adoption of the standard, Dominion Energy and Dominion Energy Gas recorded the cumulative-effect of a change in accounting principle of $3 million to retained earnings and membership interests, respectively, and to establish a contract asset related to changes in the full retrospective method.timing of revenue recognition for three existing contracts with customers at DETI.

As a result of adopting this revised accounting guidance, Dominion Energy and Dominion Energy Gas record offsetting operating revenue and other energy-related purchases fornon-cash consideration of performing processing and fractionation services related to NGLs. Such amounts at Dominion Energy were $107 million and at Dominion Energy Gas were $103 million, recorded in the Consolidated Statements of Income for the year ended December 31, 2018. No such amounts were recorded during the year ended December 31, 2017. Dominion Energy and Dominion Energy Gas no longer record offsetting operating revenue and purchased gas for fuel retained to offset costs on certain transportation and storage arrangements. Such amounts at Dominion Energy were $111 million and at Dominion Energy Gas were $79 million, recorded in the Consolidated Statements of Income for the year ended December 31, 2017.

FINANCIAL INSTRUMENTS

In January 2016, the FASB issued revised accounting guidance for the recognition, measurement, presentation and disclosure of financial instruments. Most notably the update revises the accounting for equity securities, except for those accounted for under the equity method of accounting or resulting in consolidation, by requiring equity securities to be measured at fair value with the changes in fair value recognized in net income. However, an entity may measure equity investments that do not have a readily determinable fair value at cost minus impairment, if any, plus changes from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The guidance also simplifies the impairment assessment of equity investments without readily determinable fair values, revises the presentation of financial assets and liabilities and amends certain disclosure requirements associated with the fair value of financial instruments. The guidance isbecame effective for the Companies’ interim and annual reporting periods beginning January 1, 2018 withand the Companies adopted the standard using the modified retrospective method. Upon adoption of this guidance for equity securities held at January 1, 2018, Dominion Energy and Virginia Power recorded the cumulative-effect of a change in accounting principle to reclassify net unrealized gains from AOCI to retained earnings and to recognize equity securities previously categorized as cost method investments at fair value (using NAV) in nuclear decommissioning trust funds in the Consolidated Balance Sheets and a cumulative-effect adjustment to the balance sheet. Amendments relatedretained earnings. Dominion Energy and Virginia Power reclassified approximately $1.1 billion ($734 millionafter-tax) and $119 million ($73 millionafter-tax), respectively, of net unrealized gains from AOCI to retained earnings. Dominion Energy and Virginia Power also recorded approximately $36 million ($22 millionafter-tax) in net unrealized gains on

equity securities without readily determinable fair values arepreviously classified as cost method investments, of which $3 million was recorded to be applied prospectivelyretained earnings and $33 million was recorded to such investments that exist as of the date of adoption.

Net realized andregulatory liabilities for net unrealized gains andsubject to cost-based regulation. As a result of adopting this revised accounting guidance, Dominion Energy recorded unrealized losses (including any other-than-temporary impairments) on equity securities, subject to cost-based regulation will not be impacted bynet of regulatory deferrals, of $190 million ($142 millionafter-tax) in other income in the adoptionConsolidated Statements of this standard. For all other availableIncome for salethe year ended December 31, 2018, resulting in an $0.22 loss per share for the year ended December 31, 2018. Virginia Power recorded unrealized losses on equity securities, unrealized gains and losses currently recorded throughnet of regulatory deferrals, of $24 million ($18 millionafter-tax) in other comprehensive income will be recognized in net income upon the adoptionConsolidated Statements of this standard.Income for the year ended December 31, 2018.

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Combined Notes to Consolidated Financial Statements, Continued

LEASES

In February 2016, the FASB issued revised accounting guidance for the recognition, measurement, presentation and disclosure of leasing arrangements. The update requires that a liability and correspondingright-of-use asset are recorded on the balance sheet for all leases, including those leases currently classified as operating leases, while also refining the definition of a lease. In addition lessees will be required to disclose key information about the amount, timing, and uncertainty of cash flows arising from leasing arrangements. Lessor accounting remains largely unchanged.

The guidance is effective for the Companies’ interim and annual reporting periods beginning January 1, 2019, although it can be early adopted, with2019. The Companies will adopt this revised accounting guidance using a modified retrospective approach, which requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented for leases that commenced prior to the date of adoption. Under this approach, the Companies are permitted to utilize the transition practical expedient to maintain historical presentation for periods before January 1, 2019. The Companies are currently inwill apply the preliminary stages of evaluating the impact of this guidance on their financial position and plan to complete their initial assessment in 2017. The Companies expect to elect theother practical expedients, which would require no reassessment of whether existing contracts are or contain leases, as well as no reassessment of lease classification for existing leases and no reassessment of existing or expired land easements that were not previously accounted for as leases. While the Companies cannot quantify the impact until their assessment is complete, the Companies believeDominion Energy, Virginia Power and Dominion Energy Gas anticipate that the adoption could have aof this guidance will result in approximately $450 million to $500 million, $200 million to $250 million and $60 million to $70 million, respectively, of offsettingright-of-use assets and liabilities added to their Consolidated Balance Sheets for operating leases in effect at the adoption date. Dominion Energy’s anticipatedright-of-use asset and liability associated with operating leases includes those acquired as part of the SCANA Combination of approximately $30 million to $35 million. No material impactchanges are expected to the Companies’ financial position.results of operations.

DERECOGNITIONAND PARTIAL SALESOF NONFINANCIAL ASSETS

In February 2017, the FASB issued revised accounting guidance clarifying the scope of asset derecognition guidance and accounting for partial sales of nonfinancial assets. The guidance isbecame effective for Dominion’sthe Companies’ interim and annual reporting periods beginning January 1, 2018, and Dominion may elect to apply the update underCompanies adopted the full retrospective method orstandard using the modified retrospective method. Upon adoption of the standard, Dominion Energy recorded the cumulative-effect of a change in accounting principle to reclassify

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$127 million from noncontrolling interests to common stock related to the sale of a noncontrolling interest in certain merchant solar projects completed in December 2015 and January 2016.

NET PERIODIC PENSIONAND OTHER POSTRETIREMENT BENEFIT COSTS

In March 2017, the FASB issued revised accounting guidance for the presentation of net periodic pension and other postretirement benefit costs. This guidance became effective for the Companies beginning January 1, 2018 and requires that the service cost component of net periodic pension and other postretirement benefit costs be classified in the same line item as other compensation costs arising from services rendered by employees, while all other components of net periodic pension and other postretirement costs are classified outside of income from operations. In addition, only the service cost component remains eligible for capitalization during construction. These changes do not impact the accounting by participants in a multi-employer plan. The standard also recognizes that in the event that a regulator continues to require capitalization of all net periodic benefit costs prospectively, the difference would result in recognition of a regulatory asset or liability. For costs not capitalized for which regulators are expected to provide recovery, a regulatory asset will be established. As such, the amounts eligible for capitalization in the Consolidated Financial Statements of Virginia Power and Dominion Energy Gas, as subsidiary participants in Dominion Energy’s multi-employer plans, will differ from the amounts eligible for capitalization in the Consolidated Financial Statements of Dominion Energy, the plan administrator. These differences will result in a regulatory asset or liability recorded in the Consolidated Financial Statements of Dominion Energy.

TAX REFORM

In December 2017, the staff of the SEC issued guidance which clarifies accounting for income taxes if information is currently evaluatingnot yet available or complete and provided for up to aone-year measurement period in which to complete the required analyses and accounting. The guidance described three scenarios associated with a company’s status of accounting for income tax reform: (1) a company is complete with its accounting for certain effects of tax reform, (2) a company is able to determine a reasonable estimate for certain effects of tax reform and records that estimate as a provisional amount, or (3) a company is not able to determine a reasonable estimate and therefore continues to apply accounting for income taxes based on the provisions of the tax laws that were in effect immediately prior to the 2017 Tax Reform Act being enacted. The Companies have accounted for the effects of the 2017 Tax Reform Act, although additional changes could occur as guidance is issued and finalized as described below. In addition, certain states in which the Companies operate may or may not conform to some or all of the provisions of the 2017 Tax Reform Act. Ultimate resolution or clarification of these matters may result in favorable or unfavorable impacts to results of operations and cash flows, and adjustments totax-related assets and liabilities, and could be material.

In August 2018, the U.S. Department of Treasury issued proposed regulations addressing the availability of federal bonus depreciation for the period beginning after September 27, 2017

through December 31, 2017. The application of these changes decreased Dominion Energy’s net operating loss carryforward utilization on its 2017 tax return as discussed in Note 5.

In November 2018, the U.S. Department of Treasury issued proposed regulations defining interest as any amounts associated with the time value of money or use of funds. These proposed regulations provide guidance for purposes of the exception to the interest limitation for regulated public utilities, the application of the interest limitation to consolidated groups, such as Dominion Energy, and the interest limitation with respect to partnerships and partners in those partnerships. It is unclear when the guidance may be finalized, or whether that guidance could result in a disallowance of a portion of the Companies’ interest deductions in the future.

In February 2018, the FASB issued revised accounting guidance to provide clarification on the application of the 2017 Tax Reform Act for balances recorded within AOCI. The revised guidance provides for stranded amounts within AOCI from the impacts of the revised accounting2017 Tax Reform Act to be reclassified to retained earnings. The Companies adopted this guidance for interim and annual reporting periods beginning January 1, 2018 on its consolidated financial statementsa prospective basis. In connection with the adoption of this guidance, Dominion Energy reclassified a benefit of $289 million from AOCI to retained earnings, Virginia Power reclassified a benefit of $3 million from AOCI to retained earnings and disclosures.Dominion Energy Gas reclassified a benefit of $26 million from AOCI to membership interests. The amounts reclassified reflect the reduction in the federal income tax rate, and the federal benefit of state income taxes, on the components of the Companies’ AOCI.

 

 

NOTE 3. ACQUISITIONS AANDND DISPOSITIONS

DOMINION ENERGY

Acquisition of SCANA

In January 2019, Dominion Energy issued 95.6 million shares of Dominion Energy common stock, valued at $6.8 billion, representing 0.6690 of a share of Dominion Energy common stock for each share of SCANA common stock, in connection with the completion of the SCANA Combination. SCANA, through its regulated subsidiaries, is primarily engaged in the generation, transmission and distribution of electricity in the central, southern, and southwestern portions of South Carolina and in the distribution of natural gas in North Carolina and South Carolina. In addition, SCANA markets natural gas to retail customers in the southeast U.S. Following completion of the SCANA Combination, SCANA operates as a wholly-owned subsidiary of Dominion Energy. In addition, SCANA’s outstanding debt totaled $6.9 billion at closing. The SCANA Combination expands Dominion Energy’s portfolio of regulated electric generation, transmission and distribution and regulated natural gas distribution infrastructure and operations.

MERGER APPROVALAND CONDITIONS

Merger Approval

The SCANA Combination required approval of SCANA’s shareholders, FERC, the North Carolina Commission, the South Carolina Commission, the Georgia Public Service Commission

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Combined Notes to Consolidated Financial Statements, Continued

and the NRC and clearance from the Federal Trade Commission under the Hart-Scott-Rodino Act. All such approvals were received prior to closing of the SCANA Combination.

Various parties filed petitions for rehearing or reconsideration of the SCANA Merger Approval Order. In January 2019, the South Carolina Commission issued a directive (1) granting the request of various parties and finding that SCE&G was imprudent in its actions by not disclosing material information to the South Carolina Office of Regulatory Staff and the South Carolina Commission with regard to costs incurred subsequent to March 2015 and (2) denying the petitions for rehearing or consideration as to other issues raised in the various petitions. The SCANA Merger Approval Order and the order on rehearing are subject to appeal by various parties.

Refunds to Customers

As a condition to the SCANA Merger Approval Order, SCE&G will provide refunds and restitution of $2.0 billion over 20 years with capital support from Dominion Energy.

In September and October 2017, SCE&G received proceeds from Toshiba Corporation totaling $1.1 billion in full satisfaction of its share of a settlement agreement between SCE&G, Santee Cooper and Toshiba Corporation in connection with Westinghouse and WECTEC, both wholly-owned subsidiaries of Toshiba Corporation and responsible for the engineering and construction of the NND Project, filing for bankruptcy. The purchase price allocation below includes a previously established regulatory liability at SCE&G totaling $1.1 billion associated with the monetization of the bankruptcy settlement with Toshiba Corporation. In accordance with the terms of the SCANA Merger Approval Order, this regulatory liability, net of amounts that may be required to satisfy any liens against NND Project property totaling $1.0 billion, will be refunded to SCE&G electric service customers over a20-year period ending in 2039.

Additionally, SCE&G will reflect in the first quarter of 2019 a reduction in operating revenue and a corresponding regulatory liability of $1.0 billion of which approximately $140 million will be considered current, representing a refund of amounts previously collected from retail electric customers of SCE&G for the NND Project to be credited over an estimated11-year period. This will result in a $756 million after-tax charge in Dominion Energy’s Consolidated Statements of Income in the first quarter of 2019.

NND Project

As a condition to the SCANA Merger Approval Order, SCE&G will exclude from rate recovery $2.4 billion of costs related to the NND Project and $180 million of costs associated with the purchase of the Columbia Energy Center power station. Regulatory assets included in SCANA’s historical balance sheet at December 31, 2018 reflected these disallowances.

The remaining regulatory asset associated with the NND Project of $2.8 billion will be collected over a 20-year period, including a return on investment. In January 2019, SCE&G filed the NND Project rider in accordance with the terms of the SCANA Merger Approval Order for rates effective in February 2019 for SCE&G’s retail electric customers. The South Carolina Commission approved this filing in January 2019.

Other Terms and Conditions

SCE&G will not file an application for a general rate case with the South Carolina Commission with a requested effective date earlier than January 2021;
PSNC will not file an application for a general rate case with the North Carolina Commission with a requested effective date earlier than April 2021;
Dominion Energy has committed to increasing SCANA’s historical level of corporate contributions to charities by $1 million per year over the next five years;
Dominion Energy will maintain SCE&G and PSNC’s headquarters in Cayce, South Carolina and Gastonia, North Carolina, respectively; and
Dominion Energy will seek to minimize reductions in local employment by allowing some DES employees supporting shared and common services functions and activities to be located in Cayce, South Carolina where it makes economic and practical sense to do so.

PURCHASE PRICE ALLOCATION

SCANA’s assets acquired and liabilities assumed will be measured at estimated fair value at closing and will be included in the Southeast Energy operating segment, which was established following the closing of the SCANA Combination. The majority of the operations acquired are subject to the rate setting authority of FERC and the North and South Carolina Commissions and are therefore accounted for pursuant to ASC 980,Regulated Operations. The fair values of SCANA’s assets and liabilities subject to rate-setting and cost recovery provisions provide revenues derived from costs, including a return on investment of assets and liabilities included in rate base. As such, the fair values of these assets and liabilities equal their carrying values. Accordingly, neither the assets and liabilities acquired, nor the unaudited pro forma financial information, reflect any adjustments related to these amounts.

The fair value of SCANA’s assets acquired and liabilities assumed that are not subject to the rate-setting provisions discussed above and the fair values of SCANA’s investments accounted for under the equity method will be determined using the income approach and the market approach. The valuation of SCANA’s long-term debt is considered a Level 2 fair value measurement. All other valuations will be considered Level 3 fair value measurements due to the use of significant judgmental and unobservable inputs, including projected timing and amount of future cash flows and discount rates reflecting risk inherent in the future market prices.

The excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed will be reflected as goodwill in the first quarter of 2019. The goodwill reflects the value associated with enhancing Dominion Energy’s portfolio of regulated operations in the growing southeast region of the U.S. The goodwill to be recognized will not be deductible for income tax purposes, and as such, no deferred taxes will be recorded related to goodwill.

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The table below shows the preliminary allocation of the purchase price to the assets acquired and liabilities assumed at closing to be reflected in Dominion Energy’s Consolidated Balance Sheet in the first quarter of 2019. The allocation is subject to change during the measurement period as additional information is obtained about the facts and circumstances that existed at closing. The allocation of the purchase price excludes certain contracts and intangible assets related to nonregulated operations, including SEMI, equity method investments and certain incometax-related amounts, which will be included as Dominion Energy completes its valuation analysis. As a result, the amount of goodwill included below may change by a material amount as Dominion Energy finalizes the allocation of the purchase price during the first quarter of 2019.

    Amount 
(millions)    

Total current assets

  $1,756 

Investments

   213 

Property, plant and equipment, net

   10,982 

Goodwill

   2,438 

Regulatory assets

   4,219 

Other deferred charges and other assets, including intangible assets

   314 

Total Assets

   19,922 

Total current liabilities

   1,506 

Long-term debt

   6,707 

Deferred income taxes

   1,097 

Regulatory liabilities

   2,664 

Other deferred credits and other liabilities

   1,109 

Total Liabilities

   13,083 

Total purchase price

  $6,839 

INFORMATIONON ASSETSAND LIABILITIES ACQUIRED

Cash, Restricted Cash and Equivalents

The total current assets line above includes $389 million of cash, restricted cash and equivalents, of which $115 million is considered restricted, acquired by Dominion Energy in connection with the SCANA Combination.

Investments

Investments acquired in connection with the SCANA Combination include $20 million pertaining to certain investments accounted for under the equity method, at carrying value. Dominion Energy is still assessing the fair value of these investments.

Income Taxes

Deferred income taxes include a deferred tax asset recorded on a federal net operating loss carryforward of $1.8 billion and a state net operating loss carryforward of $2.4 billion. Based on the available evidence, Dominion Energy believes it is more likely than not that the benefit of the federal net operating loss will be utilized during the carryforward period, and therefore no valuation allowance has been established. Dominion Energy is still assessing whether a valuation allowance is required on the state net operating loss carryforward. Deferred income taxes also include unrecognized tax benefits of $106 million, which could increase as Dominion Energy continues and completes its evaluation of positions taken on SCANA’s federal and state income tax returns.

Property, Plant and Equipment

At the date of the SCANA Combination, major classes of property, plant and equipment and their respective balances for SCANA are as follows:

    2018 
(millions)    

Utility:

  

Generation

  $5,720 

Transmission

   2,416 

Distribution

   6,044 

Storage

   99 

Nuclear fuel

   611 

General and other

   631 

Plant under construction

   527 

Total utility

   16,048 

Nonutility, including plant under construction

   283 

Total property, plant and equipment

  $16,331 

In connection with the SCANA Combination, Dominion Energy intends to forego recovery of approximately $105 million of certain assets for which it expects to recognize a $79 million after-tax charge in the first quarter of 2019.

Regulated property will be depreciated on a straight-line basis based on projected service lives. Actual average composite depreciation rates for SCANA’s utility property, plant and equipment were as follows:

2018
(millions)

Generation

2.61

Transmission

2.47

Distribution

2.48

Storage

2.48

General and other

5.64

Nonregulated property, plant and equipment, excluding land, will be depreciated on a straight-line basis over the remaining useful lives of such property, primarily ranging from 5 to 78 years.

SCE&G jointly owns and is the operator of Summer. At December 31, 2018, and subsequent to the SCANA Combination, SCE&G had a 66.7% ownership interest in Summer, of which its proportionate share of plant in service, accumulated depreciation and plant under construction was $1.5 billion, $644 million and $128 million, respectively. Theco-owners are obligated to pay their share of all future construction expenditures and operating costs of Summer in the same proportion as their respective ownership interest.

Regulatory Assets

In addition to the items discussed above related to the NND Project, Dominion Energy intends to forego recovery of approximately $190 million of regulatory assets related to certain deferred income taxes for which it expects to recognize a $145 million after-tax charge in the first quarter of 2019.

Intangible Assets

Other current assets presented in the table above include intangible assets subject to regulatory recovery with a gross carrying value of $281 million and related accumulated amortization of $181 million. Such intangible assets have an estimated

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Combined Notes to Consolidated Financial Statements, Continued

weighted-average amortization period of approximately five years. Annual amortization expense for these intangible assets is estimated to be as follows:

    2019   2020   2021   2022   2023 
(millions)                    

SCANA

  $95   $90   $80   $74   $71 

Asset Retirement Obligations

The purchase price allocation above includes $577 million of AROs, of which $23 million is considered to be a current liability. These AROs are associated with SCANA’s legal obligation to decommission Summer, as well as conditional obligations related to generation, transmission and distribution properties, including gas pipelines.

Short-Term and Long-Term Debt

At closing of the SCANA Combination, commercial paper and letters of credit outstanding, as well as capacity available under SCANA’s existing credit facilities were as follows:

    

SCANA

Corporation

  SCE&G  PSNC  Total 
(millions, except percentages)             

Total facility limit

  $400  $1,200(1)   $200  $1,800 

Letters of credit advances

   40(2)          40 

Weighted-average interest rate

   3.87  n/a   n/a   3.87

Outstanding commercial paper

   2   73   98   173 

Weighted-average interest rate

   3.65  3.82  3.49  3.63

Outstanding letters of credit

   37         37 

Facility capacity available

  $321  $1,127  $102  $1,550 

(1)

Includes South Carolina Fuel Company, Inc.’s $500 million credit facility.

(2)

In January 2019, SCANA repaid $40 million in letter of credit advances.

In connection with the SCANA Combination, Dominion Energy intends to terminate SCANA, SCE&G and PSNC’s existing credit facilities, scheduled to expire in December 2020, and add SCE&G as aco-borrower to its $6.0 billion joint revolving credit facility in the first quarter of 2019 once certain regulatory approvals are obtained. In January 2019, Virginia Power and SCE&G, asco-borrowers, filed with the Virginia Commission and the South Carolina Commission, respectively, for approval. In February 2019, the Virginia Commission approved the request. SCE&G is required to obtain FERC approval to issue short-term indebtedness, including commercial paper, and to assume liabilities as a guarantor. In February 2019, Dominion Energy terminated South Carolina Fuel Company, Inc.’s existing credit facility, scheduled to expire in December 2020.

At closing of the SCANA Combination, SCANA had the following long-term debt outstanding which is part of the total consideration provided for the transaction.

    

Weighted-

average

Coupon(1)

  Amount 
(millions, except percentages)       

Unsecured medium term notes, due 2020 to 2022

   5.42 $800 

Unsecured senior notes, due 2019 to 2034

   3.44   70 

First mortgage bonds, due 2021 to 2065

   5.52   4,990 

GENCO notes, due 2019 to 2024

   5.49   40 

Industrial and pollution control bonds, due 2028 to 2038(2)

   3.52   122 

PSNC senior debentures and notes, due 2020 to 2047

   5.07   700 

Other, due 2019 to 2027

   3.46   73 

Total principal

      $6,795 

Current maturities of long-term debt

    (59

Unamortized discount, premium and debt issuance costs, net

       (29

SCANA total long-term debt

      $6,707 

(1)

Represents weighted-average coupon rates for debt outstanding at closing of the SCANA Combination.

(2)

Includes variable rate debt of $68 million, with a weighted-average interest rate of 1.72%, which is hedged by fixed swaps.

Based on stated maturity dates rather than early redemption dates that could be elected by instrument holders, the scheduled principal payments of long-term debt at closing of the SCANA Combination, were as follows:

   2019  2020  2021  2022  2023  Thereafter  Total 
(millions, except
percentages)
                     

Unsecured senior notes

 $4  $4  $4  $4  $4  $50  $70 

Unsecured medium term notes

     250   300   250         800 

First mortgage bonds

        330         4,660   4,990 

PSNC senior debentures and notes

     100   150         450   700 

GENCO notes

  7   7   7   7   7   5   40 

Industrial and pollution control bonds

                 122   122 

Other

  48   7   6   5   3   4   73 

Total

 $59  $368  $797  $266  $14  $5,291  $6,795 

Weighted-average coupon

  3.91  6.26  4.20  5.22  3.29  5.51  5.36

In February 2019, SCANA launched a tender offer for certain of its medium term notes having an aggregate purchase price of up to $300 million that expires in March 2019. Also in February 2019, SCE&G launched a tender offer for any and all of certain of its first mortgage bonds pursuant to which it purchased first mortgage bonds having an aggregate purchase price of $1.0 billion. SCE&G simultaneously launched a tender offer that expires in March 2019 for certain other of its first mortgage bonds having an aggregate purchase price equal to $1.2 billion less the aggregate purchase price paid in the any and all tender offer.

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Preferred Stock

At the closing of the SCANA Combination, authorized shares of SCE&G preferred stock were 20 million, of which 1,000 shares, no par value, were held by SCANA.

REGULATORY MATTERSAND PROCEEDINGS

Base Load Review Act

In 2016, the South Carolina Commission approved revised rates under the Base Load Review Act allowing the incorporation of financing costs associated with SCE&G’s incremental construction work in progress incurred for the NND Project and setting an allowed ROE of 10.5%. In July 2018, the South Carolina Commission issued orders implementing a June 2018 legislatively-mandated temporary reduction in revenues that could be collected by SCE&G from its electric utility customers under the Base Load Review Act and altering certain provisions previously applicable under the Base Load Review Act, including redefining the standard of care required by the associated regulations and supplying definitions of key terms that would affect the evidence required to establish SCE&G’s ability to recover its costs associated with the NND Project. These orders reduced the portion of SCE&G’s retail electric rates associated with the NND Project from approximately 18% of the average residential electric customer’s bill, which equates to a reduction in revenues of approximately $31 million per month, retroactive to April 2018. These lower rates remained in effect until February 2019, when the new rates pursuant to the SCANA Merger Approval Order became effective.

In June 2018, SCE&G filed a lawsuit in the U.S. District Court for the District of South Carolina challenging the constitutionality of the rate reductions under the Base Load Review Act. In the lawsuit, which was subsequently amended, SCE&G sought a declaration that the new laws are unconstitutional. In January 2019, SCE&G voluntarily dismissed this lawsuit.

2017 Tax Reform Act

In connection with the SCANA Merger Approval Order, the South Carolina Commission approved SCE&G’s provision of approximately $100 million in bill credits related to the 2017 Tax Reform Act’s impact on retail electric customer rates for the period beginning January 2018 through January 2019. These credits have been included in bills rendered on and after the first billing cycle of February 2019. In addition, the South Carolina Commission approved a tax rider whereby the effects of the reduction in the corporate income tax rate resulting from the 2017 Tax Reform Act will benefit retail electric customers. This tax rider is expected to reduce base rates to retail electric customers by approximately $67 million in each of 2019 and 2020, effective with the first billing cycle of February 2019.

In October 2018, the South Carolina Commission issued an order approving adjustment to SCE&G’s natural gas rate schedules, under the terms of the Natural Gas Rate Stabilization Act, to reflect the reduction in the federal corporate tax rate arising from the 2017 Tax Reform Act. The approved natural gas rate schedules also included a tax reform rate rider to refund certain income tax amounts previously collected from customers. These lower rates, representing a $20 million decreased revenue requirement, became effective for bills rendered on and after the first billing cycle in November 2018.

In December 2018, the North Carolina Commission issued an order approving PSNC’s proposed adjustments to customer rates, representing a $13 million decreased revenue requirement, to reflect the reduction in the federal corporate tax rate arising from the 2017 Tax Reform Act. These lower rates became effective for service rendered on and after January 1, 2019. Amounts collected in customer rates during 2018 and amounts arising from excess deferred income taxes have been recorded in regulatory liabilities and must be considered in PSNC’s next general rate case proceeding or in three years, whichever is sooner. The reduction in the federal corporate tax rate and its impact on PSNC’s various rate riders will be addressed in future proceedings related to those riders.

DSM Programs

SCE&G has approval for a DSM rider through which it recovers expenditures related to its DSM programs. In January 2019, SCE&G filed an application with the South Carolina Commission seeking approval to recover $30 million of costs and net lost revenues associated with these programs, along with an incentive to invest in such programs. This matter is pending.

LEGAL PROCEEDINGS

The following describes certain legal proceedings to which SCANA or SCE&G were a party to at closing of the SCANA Combination. Dominion Energy intends to vigorously contest the lawsuits, claims and assessments which have been filed or initiated against SCANA and SCE&G. No reference to, or disclosure of, any proceeding, item or matter described below shall be construed as an admission or indication that such proceeding, item or matter is material. Due to the uncertainty surrounding these matters, Dominion Energy is unable to make an estimate of the potential financial statement impacts; however, they could have a material impact on its results of operations, financial condition and/or cash flows.

Ratepayer Class Actions

In May 2018, a consolidated complaint against SCE&G, SCANA, and the State of South Carolina was filed in the State Court of Common Pleas in Hampton County, South Carolina (the SCE&G Ratepayer Case). In September 2018, the court certified this case as a class action. The plaintiffs allege, among other things, that SCE&G was negligent and unjustly enriched, breached alleged fiduciary and contractual duties and committed fraud and misrepresentation in failing to properly manage the NND Project, and that SCE&G committed unfair trade practices and violated state anti-trust laws. The plaintiffs sought a declaratory judgment that SCE&G may not charge its customers for any past or continuing costs of the NND Project, sought to have SCANA and SCE&G’s assets frozen and all monies recovered from Toshiba Corporation and other sources be placed in a constructive trust for the benefit of ratepayers and sought specific performance of the alleged implied contract to construct the NND Project.

In December 2018, the State Court of Common Pleas in Hampton County entered an order granting preliminary approval of a class action settlement and a stay ofpre-trial proceedings in the SCE&G Ratepayer Case. The settlement agreement, contingent upon the closing of the SCANA Combination, provides that SCANA and SCE&G would establish an escrow account and proceeds from the escrow account would be distributed to the

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Combined Notes to Consolidated Financial Statements, Continued

class members, after payment of certain taxes, attorneys’ fees and other expenses and administrative costs. The escrow account would include (1) up to $2.0 billion, net of a credit of up to $2.0 billion in future electric bill relief, which would inure to the benefit of the escrow account in favor of class members over a period of time established by the South Carolina Commission in its order related to matters before the South Carolina Commission related to the NND Project, (2) a cash payment of $115 million and (3) the transfer of certain SCE&G-owned real estate or sales proceeds from the sale of such properties, which counsel for the SCE&G Ratepayer Class estimate to have an aggregate value between $60 million and $85 million. At the closing of the SCANA Combination, SCANA and SCE&G have funded this escrow account. The court has scheduled a fairness hearing on the settlement in May 2019. Any distribution from the escrow account is subject to court approval. As a result, Dominion Energy expects to reflect an approximately $180 million ($135 million after-tax) charge in the first quarter of 2019.

In September 2017, a purported class action was filed against Santee Cooper, SCE&G, Palmetto Electric Cooperative, Inc. and Central Electric Power Cooperative, Inc. in the State Court of Common Pleas in Hampton County, South Carolina (the Santee Cooper Ratepayer Case). The allegations are substantially similar to those in the SCE&G Ratepayer Case. The plaintiffs seek a declaratory judgment that the defendants may not charge the purported class for reimbursement for past or future costs of the NND Project. In March 2018, the plaintiffs filed an amended complaint including as additional named defendants, including certain then current and former directors of Santee Cooper and SCANA. In June 2018, Santee Cooper filed a Notice of Petition for Original Jurisdiction with the Supreme Court of South Carolina. In December 2018, Santee Cooper filed its answer to the plaintiffs’ fourth amended complaint and filed cross claims against SCE&G. This case is pending. Dominion Energy cannot currently estimate the financial statement impacts of this matter, but there could be a material impact to its results of operations, financial condition and/or cash flows.

RICO Class Action

In January 2018, a purported class action was filed, and subsequently amended, against SCANA, SCE&G and certain former executive officers in the U.S. District Court for the District of South Carolina. The plaintiff alleges, among other things, that SCANA, SCE&G and the individual defendants participated in an unlawful racketeering enterprise in violation of RICO and conspired to violate RICO by fraudulently inflating utility bills to generate unlawful proceeds. The SCE&G Ratepayer Class Action settlement described previously contemplates dismissal of claims by SCE&G ratepayers in this case against SCE&G, SCANA and their officers. This case is pending. Dominion Energy cannot currently estimate the financial statement impacts of this matter, but there could be a material impact to its results of operations, financial condition and/or cash flows.

State Court Shareholder Actions

In September 2017, a purported shareholder derivative action was filed against certain former executive officers and directors of SCANA in the State Court of Common Pleas in Richland County, South Carolina. In September 2018, this action was consolidated with another action in the Business Court Pilot

Program in Richland County. The plaintiffs allege, among other things, that the defendants breached their fiduciary duties to shareholders by their gross mismanagement of the NND Project, and that the defendants were unjustly enriched by bonuses they were paid in connection with the project. The defendants have filed a motion to dismiss the consolidated action in favor of the pending federal derivative action. This case is pending. Dominion Energy cannot currently estimate the financial statement impacts of this matter, but there could be a material impact to its results of operations, financial condition and/or cash flows.

In January 2018, a purported class action was filed against SCANA, Dominion Energy and certain former executive officers and directors in the State Court of Common Pleas in Lexington County, South Carolina (the City of Warren Lawsuit). The plaintiff alleges, among other things, that defendants violated their fiduciary duties to shareholders by executing a merger agreement that would unfairly deprive plaintiffs of the true value of their SCANA stock, and that Dominion Energy aided and abetted these actions. Among other remedies, the plaintiff seeks to enjoin and/or rescind the merger. In February 2018, Dominion Energy removed the case to the U.S. District Court for the District of South Carolina, and filed a Motion to Dismiss in March 2018. In June 2018, the case was remanded back to the State Court of Common Pleas in Lexington County. Dominion Energy appealed the decision to remand to the U.S. Court of Appeals for the Fourth Circuit, where the appeal has been consolidated with a similar appeal and remains pending. In October 2018, the U.S. District Court for the District of South Carolina granted Dominion Energy’s motion to stay pending appeal. This case is pending. Dominion Energy cannot currently estimate the financial statement impacts of this matter, but there could be a material impact to its results of operations, financial condition and/or cash flows.

In February 2018, a purported class action was filed against certain former directors of SCANA and SCE&G and Dominion Energy in the State Court of Common Pleas in Richland County, South Carolina. The allegations made and the relief sought by the plaintiffs are substantially similar to that described for the City of Warren Lawsuit. In February 2018, Dominion Energy removed the case to the U.S. District Court for the District of South Carolina, and filed a Motion to Dismiss in March 2018. In August 2018, the case was remanded back to the State Court of Common Pleas in Richland County. Dominion Energy appealed the decision to remand to the U.S. Court of Appeals for the Fourth Circuit, where the appeal has been consolidated with the City of Warren Lawsuit. This case is pending. Dominion Energy cannot currently estimate the financial statement impacts of this matter, but there could be a material impact to its results of operations, financial condition and/or cash flows.

Federal Court Shareholder Action

In November 2017, a purported shareholder derivative action was filed against SCANA and certain former executive officers and directors in the U.S. District Court of the District of South Carolina. Another purported shareholder derivative action was filed against nearly all of these defendants. In January 2018, the U.S. District Court for the District of South Carolina consolidated these suits, and the plaintiffs filed a consolidated amended complaint. The plaintiffs allege, among other things, that the defendants violated their fiduciary duties to shareholders by

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disseminating false and misleading information about the NND Project, failing to maintain proper internal controls, failing to properly oversee and manage SCANA and that the individual defendants were unjustly enriched in their compensation. In June 2018, the court denied the defendants’ motions to dismiss and in October 2018, the court denied SCANA’s motion to stay all proceedings pending investigation by a Special Litigation Committee, with leave to refile after the SCANA Merger Approval Order was issued. The plaintiffs have agreed to a stay of this action on the condition that defendants file a motion for judgment on the pleadings, which was filed in January 2019. This case is pending. Dominion Energy cannot currently estimate the financial statement impacts of this matter, but there could be a material impact to its results of operations, financial condition and/or cash flows.

Federal Court10b-5 and Merger Actions

In September 2017, a purported class action was filed against SCANA and certain former executive officers and directors in the U.S. District Court for the District of South Carolina. Subsequent additional purported class actions were separately filed against all or nearly all of these defendants. In January 2018, the U.S. District Court for the District of South Carolina consolidated these suits, and the plaintiffs filed a consolidated amended complaint in March 2018. The plaintiffs allege, among other things, that the defendants violated §10(b) of the Securities Exchange Act of 1934, as amended, and Rule10b-5 promulgated thereunder, and that the individually named defendants are liable under §20(a) of same act. In June 2018, the defendants filed motions to dismiss, which are pending. Dominion Energy cannot currently estimate the financial statement impacts of this matter, but there could be a material impact to its results of operations, financial condition and/or cash flows.

Employment Class Action and Indemnification

In July 2018, a case filed in the U.S. District Court for the District of South Carolina was certified as a class action on behalf of persons who were formerly employed at the NND Project. The plaintiffs allege, among other things, that SCANA, Fluor Corporation and Fluor Enterprises, Inc. violated the Worker Adjustment and Retraining Notification Act in connection with the decision to stop construction at the NND Project. The plaintiffs allege that the defendants failed to provide adequate advance written notice of their terminations of employment, which is estimated to be as much as $75 million. SCE&G as co-owner of the NND project would have a 55% proportional share in the ultimate outcome. The ultimate loss could rise due to the Fluor defendants seeking indemnification from SCE&G.

In September 2018, a case was filed in the State Court of Common Pleas in Fairfield County, South Carolina by Fluor Enterprises, Inc. and Fluor Daniel Maintenance Services, Inc. against SCE&G and Santee Cooper. The plaintiffs make claims for indemnification, breach of contract and promissory estoppel arising from, among other things, the defendants’ alleged failure and refusal to defend and indemnify the Fluor defendants in the aforementioned case. These cases are pending.

FILOT Litigation and Related Matters

In November 2017, Fairfield County filed a complaint and a motion for temporary injunction against SCE&G in the State Court of Common Pleas in Fairfield County, South Carolina,

making allegations of breach of contract, fraud, negligent misrepresentation, breach of fiduciary duty, breach of implied duty of good faith and fair dealing and unfair trade practices related to SCE&G’s termination of the FILOT agreement between SCE&G and Fairfield County related to the NND Project. The plaintiff sought a temporary and permanent injunction to prevent SCE&G from terminating the FILOT agreement. The plaintiff withdrew the motion for temporary injunction in December 2017. Dominion Energy is currently unable to make an estimate of the potential impacts to its consolidated financial statements related to this matter. This case is pending.

Governmental Proceedings and Investigations

In June 2018, SCE&G received a notice of proposed assessment of approximately $410 million, excluding interest, from the SCDOR following its audit of SCE&G’s sales and use tax returns for the periods September 1, 2008 through December 31, 2017. The proposed assessment, which includes 100% of the NND Project, is based on the SCDOR’s position that SCE&G’s sales and use tax exemption for the NND Project does not apply because the facility will not become operational. SCE&G has protested the proposed assessment, which remains pending, and recorded an $11 million liability in its Consolidated Balance Sheet as of December 31, 2018 for its share of any taxes ultimately due.

In September and October 2017, SCANA was served with subpoenas issued by the U.S. Attorney’s Office for the District of South Carolina and the Staff of the SEC’s Division of Enforcement seeking documents related to the NND Project. In addition, the South Carolina Law Enforcement Division is conducting a criminal investigation into the handling of the NND Project by SCANA and SCE&G. These matters are pending. SCANA and SCE&G are cooperating fully with the investigations; however, Dominion Energy cannot currently predict whether or to what extent SCANA or SCE&G may incur a material liability.

Other

In December 2018, arbitration proceedings commenced between SCE&G and Cameco Corporation related to a supply agreement signed in May 2008. This agreement provides the terms and conditions under which SCE&G agreed to purchase uranium hexafluoride from Cameco Corporation over a period from 2010 to 2020. Cameco Corporation alleges that SCE&G violated this agreement by failing to purchase the stated quantities of uranium hexafluoride for 2017 and 2018 delivery years. SCE&G denies that it is in breach of the agreement and believes that it has reduced its purchase quantity within the terms of the agreement. Dominion Energy cannot determine the outcome or timing of this matter.

COMMITMENTSAND CONTINGENCIES

Abandoned NND Project

SCE&G, for itself and as agent for Santee Cooper, entered into an engineering, construction and procurement contract with Westinghouse and WECTEC in 2008 for the design and construction of the NND Project, of which SCE&G’s ownership share is 55%. Various difficulties were encountered in connection with the project. The ability of Westinghouse and WECTEC to adhere to established budgets and construction schedules was affected by many variables, including unanticipated difficulties encountered in connection with project engineering and the con

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Combined Notes to Consolidated Financial Statements, Continued

struction of project components, constrained financial resources of the contractors, regulatory, legal, training and construction processes associated with securing approvals, permits and licenses and necessary amendments to them within projected time frames, the availability of labor and materials at estimated costs and the efficiency of project labor. There were also contractor and supplier performance issues, difficulties in timely meeting critical regulatory requirements, contract disputes, and changes in key contractors or subcontractors. These matters preceded the filing for bankruptcy protection by Westinghouse and WECTEC in March 2017, and were the subject of comprehensive analyses performed by SCANA and Santee Cooper.

Based on the results of SCANA’s analysis, and in light of Santee Cooper’s decision to suspend construction on the NND Project, in July 2017, SCANA determined to stop the construction of the units and to pursue recovery of costs incurred in connection with the construction under the abandonment provisions of the Base Load Review Act or through other means. This decision by SCANA became the focus of numerous legislative, regulatory and legal proceedings. Some of these proceedings remain unresolved and are described above under the headingLegal Proceedings.

In September 2017, SCE&G, for itself and as agent for Santee Cooper, filed with the Bankruptcy Court Proofs of Claim for unliquidated damages against each of Westinghouse and WECTEC. These Proofs of Claim were based upon the anticipatory repudiation and material breach by Westinghouse and WECTEC of the contract, and assert against Westinghouse and WECTEC any and all claims that are based thereon or that may be related thereto. SCE&G and Santee Cooper remain responsible for any claims that may be made by Westinghouse and WECTEC against them relating to the contract.

Westinghouse’s reorganization plan was confirmed by the Bankruptcy Court and became effective in August 2018. In connection with the effectiveness of the reorganization plan, the contract associated with the NND Project was deemed rejected. SCE&G is contesting approximately $285 million of filed liens in Fairfield County, South Carolina. Most of these asserted liens are claims that relate to work performed by Westinghouse subcontractors before the Westinghouse bankruptcy, although some of them are claims arising from work performed after the Westinghouse bankruptcy.

Westinghouse has indicated that some unsecured creditors have sought or may seek amounts beyond what Westinghouse allocated when it submitted its reorganization plan to the Bankruptcy Court. If any unsecured creditor is successful in its attempt to include its claim as part of the class of general unsecured creditors beyond the amounts in the bankruptcy reorganization plan allocated by Westinghouse, it is possible that the reorganization plan will not provide for payment in full or nearly in full to itspre-petition trade creditors. The shortfall could be significant.

SCE&G and Santee Cooper are responsible for amounts owed to Westinghouse for valid work performed by Westinghouse subcontractors on the NND Project after the Westinghouse bankruptcy filing until termination of the interim assessment agreement. SCE&G does not believe that the claims asserted related to the interim assessment agreement period will exceed the amounts previously funded, whether relating to claims already paid or those remaining to be paid. SCE&G intends to oppose

any previously unasserted claim that is asserted against it, whether directly or indirectly by a claim through the interim assessment agreement. To the extent any such claim is determined to be valid, SCE&G may be responsible for paying its 55% share thereof.

Further, some Westinghouse subcontractors who have made claims against Westinghouse in the bankruptcy proceeding also filed against SCE&G and Santee Cooper in South Carolina state court for damages. Many of these claimants have also asserted construction liens against the NND Project site. SCE&G also intends to oppose these claims and liens. With respect to claims of Westinghouse Subcontractors, SCE&G believes there were sufficient amounts previously funded during the interim assessment agreement period to pay such validly asserted claims. With respect to the Westinghouse subcontractor claims which relate to other periods, SCE&G understands that such claims will be paid pursuant to Westinghouse’s confirmed bankruptcy reorganization plan. SCE&G further understands that the amounts paid under the plan may satisfy such claims in full. Therefore, SCE&G believes that the Westinghouse subcontractors may be paid substantially (and potentially in full) by Westinghouse. While Dominion Energy cannot be assured that it will not have any exposure on account of unpaid Westinghouse subcontractor claims, which SCE&G is presently disputing, Dominion Energy believes it is unlikely that it will be required to make payments on account of such claims. To the extent any such claim is determined to be valid, SCE&G may be responsible for paying its 55% share thereof.

Environmental Matters

Contingencies involving environmental matters, including ash pond and landfill closure costs, affecting SCANA have been included within Note 22.

Nuclear Insurance and Spent Nuclear Fuel

SCE&G’s maximum assessment for a nuclear incident under the Price-Anderson Amendments Act of 1988 would be $92 million per incident, but not more than $14 million per year, for its proportionate ownership interest in Summer. SCE&G currently maintains insurance policies, for itself and on behalf of Santee Cooper, with NEIL. The policies provide coverage to Summer for property damage and outage costs up to $2.8 billion resulting from an event of nuclear origin. The NEIL policies, in aggregate, are subject to a maximum loss of $2.8 billion for any single loss occurrence. Based on the current annual premium, SCE&G’s portion of the retrospective premium assessment would not exceed $23 million.

In addition, SCE&G currently maintains an excess property insurance policy, for itself and on behalf of Santee Cooper. The policy provides coverage to Summer for property damage and outage costs up to $415 million resulting from an event ofnon-nuclear origin. Based on the current annual premium, SCE&G’s portion of the retrospective premium assessment would not exceed $2 million.

SCE&G entered into a contract with the DOE for the disposal of spent nuclear fuel under provisions of the Nuclear Waste Policy Act of 1982.

Long-Term Purchase Agreements

SCANA has the following long-term commitments that are noncancelable or are cancelable only under certain conditions, and

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that a third party has used to secure financing for the facility that will provide the contracted goods or services:

   2019  2020  2021  2022  2023  Thereafter  Total 
(millions)                     

Purchased electric capacity(1)

 $31  $30  $30  $30  $30  $310  $461 

(1)

Commitments represent estimated amounts payable for capacity under power purchase contracts with qualifying facilities which expire at various dates through 2046. Capacity payments under the contracts are generally based on fixed dollar amounts per month.

Lease Commitments

SCANA is obligated under various operating leases for land, office space, furniture, equipment, rail cars and airplanes. Such leases expire at various dates through 2057.

   2019  2020  2021  2022  2023  Thereafter  Total 
(millions)                     

Operating leases

 $10  $8  $7  $6  $4  $30  $65 

Unaudited Pro Forma Information

Dominion Energy incurred transaction costs of $27 million, recorded in other operations and maintenance expense in the Consolidated Statements of Income for the year end December 31, 2018. These costs consist of professional fees and other miscellaneous costs.

The following unaudited pro forma financial information reflects the consolidated results of operations of Dominion Energy assuming the SCANA Combination had taken place on January 1, 2018. The unaudited pro forma financial information has been presented for illustrative purposes only and may change as Dominion Energy finalizes its valuation of certain assets acquired and liabilities assumed at the acquisition date. The unaudited pro forma financial information is not necessarily indicative of the consolidated results of operations that would have been achieved or the future consolidated results of operations of the combined company.

    Twelve Months Ended December 31, 
    2018(1) 
(millions, except EPS)    

Operating Revenue

  $17,505 

Net income attributable to Dominion Energy

   2,081 

Earnings Per Common Share – Basic

  $2.78 

Earnings Per Common Share – Diluted

  $2.77 

(1)

Amounts include adjustments fornon-recurring costs directly related to the SCANA Combination.

ACQUISITIONOF DOMINION ENERGY QUESTAR

In September 2016, Dominion Energy completed the Dominion Energy Questar Combination and Dominion Questar became a wholly-owned subsidiary of Dominion. DominionEnergy Questar, a Rockies-based integrated natural gas company includedconsisting of Questar Gas, Wexpro and Dominion Energy Questar Pipeline, at closing.became a wholly-owned subsidiary of Dominion Energy. Questar Gas has regulated gas distribution operations in Utah, southwestern Wyoming and southeastern Idaho. Wexpro develops and produces natural gas from reserves supplied to Questar Gas under acost-of-service framework. Dominion Energy Questar Pipeline provides FERC-regulated interstate natural gas transportation and storage services in Utah, Wyoming and western Colorado. The Dominion Energy Questar Combination provides Dominion Energy with pipeline infrastructure that provides a principal

source of gas supply to Western states. Dominion Energy Questar’s regulated businesses also provide further balance between Dominion’sDominion Energy’s electric and gas operations.

In accordance with the terms of the Dominion Energy Questar Combination, at closing, each share of issued and outstanding Dominion Energy Questar common stock was converted into the right to receive $25.00 per share in cash. The total consideration was $4.4 billion based on 175.5 million shares of Dominion Energy Questar outstanding at closing.

Dominion Energy financed the Dominion Energy Questar Combination through the: (1) August 2016 issuance of $1.4 billion of 2016 Equity Units, (2) August 2016 issuance of $1.3 billion of senior notes, (3) September 2016 borrowing of $1.2 billion under a term loan agreement and (4) $500 million of the proceeds from the April 2016 issuance of common stock. See Notes 17 and 19 for more information.

Purchase Price Allocation

Dominion Energy Questar’s assets acquired and liabilities assumed were measured at estimated fair value at the closing date and are included in the Dominion EnergyGas Infrastructure operating segment. The majority of operations acquired are subject to the rate-setting authority of FERC, as well as the Utah Commission and/or the Wyoming Commission and therefore are accounted for pursuant to ASC 980,Regulated Operations. The fair values of Dominion Energy Questar’s assets and liabilities subject to rate-setting and cost recovery provisions provide revenues derived from costs, including a return on investment of assets and liabilities included in rate base. As such, the fair values of these assets and liabilities equal their carrying values. Accordingly, neither the assets and liabilities acquired, nor the pro forma financial information, reflect any adjustments related to these amounts.

The fair value of Dominion Energy Questar’s assets acquired and liabilities assumed that are not subject to the rate-setting provisions discussed above was determined using the income approach. In addition, the fair value of Dominion Energy Questar’s 50% interest in White River Hub, accounted for under the equity method, was determined using the market approach and income approach. The valuations are considered Level 3 fair value measurements due to the use of significant judgmental and unobservable inputs, including projected timing and amount of future cash flows and discount rates reflecting risk inherent in the future cash flows and future market prices.

The excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed was recognized as goodwill at the closing date. The goodwill reflects the value associated with enhancing Dominion’sDominion Energy’s regulated portfolio of businesses, including the expected increase in demand forlow-carbon, naturalgas-fired generation in the Western states and the expected continued growth of rate-regulated businesses located in a defined service area with a stable regulatory environment. The goodwill recognized is not deductible for income tax purposes, and as such, no deferred taxes have been recorded related to goodwill.

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The table below shows the preliminary allocation of the purchase price to the assets acquired and liabilities assumed at closing. The allocation is subject to change duringclosing which reflects the remainder of the measurement period, which ends one yearfollowing adjustments from the closing date, as additional information is obtained about the facts and circumstances that existed at the closing date. Any material adjustments to provisional amounts identifiedpreliminary valuation recognized during the measurement period will be recognized and disclosed in the reporting period in which the adjustment amounts are determined.period. During the fourth quarter of 2016, certain modifications were made to preliminary valuation amounts for acquired property, plant and equipment, current liabilities, and deferred income taxes, resulting in a $6 million net decrease to goodwill, which relaterelated primarily to

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Combined Notes to Consolidated Financial Statements, Continued

the sale of Questar Fueling Company in December 2016 as further described in theSale of Questar Fueling Company.Company. In the third quarter of 2017, certain modifications were made to the valuation amounts for regulatory liabilities, current liabilities and deferred income taxes, resulting in a $6 million net increase to goodwill recorded in Dominion Energy’s Consolidated Balance Sheets. The modifications relate primarily to the finalization of Dominion Energy Questar’s 2016 tax return for the period January 1, 2016 through the Dominion Energy Questar Combination, as well as certain regulatory adjustments.

 

  Amount   Amount 
(millions)        

Total current assets

  $224   $224 

Investments(1)

   58    58 

Property, plant and equipment(2)

   4,131 

Property, plant and equipment, net(2)

   4,131 

Goodwill

   3,105    3,111 

Total deferred charges and other assets, excluding goodwill

   75    75 

Total Assets

   7,593    7,599 

Total current liabilities(3)

   793    793 

Long-term debt(4)

   963    963 

Deferred income taxes

   801    807 

Regulatory liabilities

   259    259 

Asset retirement obligations

   160    160 

Other deferred credits and other liabilities

   220    220 

Total Liabilities

   3,196    3,202 

Total estimated purchase price

  $4,397 

Total purchase price

   4,397 

 

(1)

Includes $40 million for an equity method investment in White River Hub. The fair value adjustment on the equity method investment in White River Hub is considered to be equity method goodwill and is not amortized.

(2)

Nonregulated property, plant and equipment, excluding land, will be depreciated over remaining useful lives primarily ranging from 9 to 18 years.

(3)

Includes $301 million of short-term debt, of which no amounts remain outstanding at December 31, 2016,2018, as well as a $250 million variable interest rate term loan which maturesdue in August 2017 and bears interest at a variable rate.that was paid in July 2017.

(4)

Unsecured senior and medium-term notes havewith maturities which range from 2017 to 2048 and bear interest at rates from 2.98% to 7.20%.

Regulatory Matters

The transaction required approval of Dominion Energy Questar’s shareholders, clearance from the Federal Trade Commission under the Hart-Scott-Rodino Act and approval from both the Utah Commission and the Wyoming Commission. In February 2016, the Federal Trade Commission granted antitrust approval of the Dominion Energy Questar Combination under the Hart-Scott-Rodino Act. In May 2016, Dominion Energy Questar’s shareholders voted to approve the Dominion Energy Questar Combination. In August 2016 and September 2016, approvals were granted by the Utah Commission and the Wyoming Commission, respectively. Information regarding the transaction was also provided to the Idaho Public Utilities Commission, who acknowledged the Dominion Energy Questar Combination in October 2016, and directed Dominion Energy Questar to notify the Idaho Public Utilities Commission when it makes filings with the Utah Commission.

With the approval of the Dominion Energy Questar Combination in Utah and Wyoming, Dominion Energy agreed to the following:

Contribution of $75 million to Dominion Energy Questar’s qualified andnon-qualified defined-benefit pension plans and its other post-employment benefit plans within six months of the closing date. This contribution was made in January 2017.

six months of the closing date. This contribution was made in January 2017.

Increasing Dominion Energy Questar’s historical level of corporate contributions to charities by $1 million per year for at least five years.
Withdrawal of Questar Gas’ general rate case filed in July 2016 with the Utah Commission and agreement to not file a general rate case with the Utah Commission to adjust its base distributionnon-gas rates prior to July 2019, unless otherwise ordered by the Utah Commission. In addition, Questar Gas agreed not to file a general rate case with the Wyoming Commission with a requested rate effective date earlier than January 2020. Questar Gas’ ability to adjust rates through various riders is not affected.

Results of Operations and Unaudited Pro Forma Information

The impact of the Dominion Energy Questar Combination on Dominion’sDominion Energy’s operating revenue and net income attributable to Dominion Energy in the Consolidated Statements of Income for the twelve months ended December 31, 2016 was an increase of $379 million and $73 million, respectively.

Dominion Energy incurred transaction and transition costs in 2018, 2017 and 2016, of which $9 million, $26 million and $58 million was recorded in other operations and maintenance expense, for the twelve months ended December 31, 2016,respectively, and $16 million was recorded in interest and related charges for the twelve months ended December 31,in 2016 in Dominion’sDominion Energy’s Consolidated Statements of Income. These costs consist of the amortization of financing costs, the charitable contribution commitment described above, employee-related expenses, professional fees, and other miscellaneous costs.

The following unaudited pro forma financial information reflects the consolidated results of operations of Dominion Energy assuming the Dominion Energy Questar Combination had taken place on January 1, 2015.2016. The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of the consolidated results of operations that would have been achieved or the future consolidated results of operations of the combined company.

 

  Twelve Months Ended December 31,   Twelve
Months Ended
December 31,
 
              2016(1)               2015   2016(1) 
(millions, except EPS)            

Operating Revenue

  $12,497   $12,818   $12,497 

Net Income

   2,300    2,108 

Net income attributable to Dominion Energy

   2,300 

Earnings Per Common Share – Basic

  $3.73   $3.56   $3.73 

Earnings Per Common Share – Diluted

  $3.73   $3.55   $3.73 

 

(1)

Amounts include adjustments fornon-recurring costs directly related to the Dominion Energy Questar Combination.

Contribution of Dominion Energy Questar Pipeline to Dominion Energy Midstream

In October 2016, Dominion Energy entered into the Contribution Agreement under which Dominion Energy contributed Dominion Energy Questar Pipeline to Dominion Energy Midstream. Upon closing of the agreement on December 1, 2016, Dominion Energy Midstream became the owner of

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Combined Notes to Consolidated Financial Statements, Continued

all of the issued and outstanding membership interests of Dominion Energy Questar Pipeline in exchange for consideration consisting

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of Dominion Energy Midstream common and convertible preferred units with a combined value of $467 million and cash payment of $823 million, $300 million of which is considered a debt-financed distribution, for a total of $1.3 billion. In addition, under the terms of the Contribution Agreement, Dominion Energy Midstream repurchased 6,656,839 common units from Dominion Energy, and repaid its $301 million promissory note to Dominion Energy in December 2016. The cash proceeds from these transactions were utilized in December 2016 to repay the $1.2 billion term loan agreement borrowed in September 2016. Since Dominion Energy consolidates Dominion Energy Midstream for financial reporting purposes, the trans-transactions associated

actions associated with the Contribution Agreement were eliminated upon consolidation. See Note 5 for the tax impacts of the transactions.

Sale of Questar Fueling Company

In December 2016, Dominion Energy completed the sale of Questar Fueling Company. The proceeds from the sale were $28 million, net of transaction costs. No gain or loss was recorded in Dominion’sDominion Energy’s Consolidated Statements of Income, as the sale resulted in measurement period adjustments to the net assets acquired of Dominion Energy Questar. See thePurchase Price Allocation section above for additional details on the measurement period adjustments recorded.

 

 

Wholly-Owned Merchant Solar Projects

WAHOLLY-OWNED MERCHANT SOLAR PROJECTSCQUISITIONS

Acquisitions

The following table presents significant completed acquisitions of wholly-owned merchant solar projects by Dominion. Long-term power purchase, interconnection and operation and maintenance agreements have been executed for all of the projects. Dominion has claimed federal investment tax credits on the projects. These projects are included in the Dominion Generation operating segment.Energy.

 

Completed Acquisition Date  Seller  Number of
Projects
  Project
Location
  Project Name(s) Initial
Acquisition
Cost
(millions)(1)
   Project
Cost
(millions)(2)
   Date of Commercial
Operations
  MW
Capacity
 

March 2014

  Recurrent Energy Development Holdings, LLC  6  California  Camelot, Kansas,
Kent South, Old
River One,
Adams East,

Columbia 2

 $50   $428   Fourth quarter 2014   139 

November 2014

  CSI Project Holdco, LLC  1  California  West Antelope  79    79   November 2014   20 

December 2014

  EDF Renewable Development, Inc.  1  California  CID  71    71   January 2015   20 

April 2015

  EC&R NA Solar PV, LLC  1  California  Alamo  66    66   May 2015   20 

April 2015

  EDF Renewable Development, Inc.  3  California  Cottonwood(3)  106    106   May 2015   24 

June 2015

  EDF Renewable Development, Inc.  1  California  Catalina 2  68    68   July 2015   18 

July 2015

  SunPeak Solar, LLC  1  California  Imperial Valley 2  42    71   August 2015   20 

November 2015

  EC&R NA Solar PV, LLC  1  California  Maricopa West  65    65   December 2015   20 

November 2015

  Community Energy, Inc.  1  Virginia  Amazon Solar
Farm U.S. East
  34    212   October 2016   80 
Completed Acquisition
Date
 Seller Number of
Projects
  Project Location Project Name(s) Initial
Acquisition
(millions)(1)
  Project
Cost
(millions)(2)
  Date of
Commercial
Operations
  MW
Capacity
 

February 2017

 Community Energy Solar, LLC  1  Virginia Amazon Solar Farm
Virginia—Southhampton
 $29  $205  December 2017   100 

March 2017

 Solar Frontier Americas
Holding LLC
  1(3)   California Midway II  77   78  June 2017   30 

May 2017

 Cypress Creek Renewables,
LLC
  1  North Carolina IS37  154   160  June 2017   79 

June 2017

 Hecate Energy Virginia C&C
LLC
  1  Virginia Clarke County  16   16  August 2017   10 

June 2017

 Strata Solar Development,
LLC/Moorings Farm 2
Holdco, LLC
  2  North Carolina Fremont, Moorings 2  20   20  November 2017   10 

September 2017

 Hecate Energy Virginia C&C
LLC
  1  Virginia Cherrydale  40   41  November 2017   20 

October 2017

 Strata Solar
Development, LLC
  2  North Carolina Clipperton, Pikeville  20   21  November 2017   10 

 

(1)

The purchase price was primarily allocated to Property, Plant and Equipment.

(2)

Includes acquisition cost.

(3)

OneIn April 2017, Dominion Energy discontinued efforts on the acquisition of the projects, Marin Carport, began commercial operations in 2016.additional 20 MW solar project from Solar Frontier Americas Holding LLC.

In addition during 2016, Dominion Energy acquired 100% of the equity interests of seven solar projects in Virginia, North Carolina and South Carolina for an aggregate purchase price of $32 million, all of which was allocated to property, plant and equipment. The projects are expected to cost approximately $425$421 million in total, once constructed, including initial acquisition costs, and to generate approximately 221 MW combined. One of the projects commenced commercial operations in 2016 and the remaining projects are expected to begincommenced commercial operations in 2017.

In August 2016, Dominion entered into an agreement to acquire 100%Long-term power purchase, interconnection and operation and maintenance agreements have been executed for all of the equity interests of two solar projects in California from Solar Frontier Americas Holding LLC for approximately $128 million in cash. The acquisition is expected to close prior to both projects commencing operations, which is expected by the end of 2017. Thedescribed above. These projects are expected to cost approximately $130 million once constructed, includingincluded in the initial acquisition cost, and to generate approximately 50 MW combined.Power Generation operating segment. Dominion Energy has claimed federal investment tax credits on these solar projects.

In September 2016, Dominion entered into an agreement to acquire 100% of the equity interests of a solar project in Virginia from Community Energy Solar, LLC. The acquisition is expected to close during the first quarter of 2017, prior to the project commencing operations by the end of 2017, for an amount to be determined based on the costs incurred through closing. The project is expected to cost approximately $210 million once constructed, including the initial acquisition cost, and to generate approximately 100 MW.

In January 2017, Dominion entered into an agreement to acquire 100% of the equity interests of a solar project in North Carolina from Cypress Creek Renewables, LLC for $154 million in cash. The acquisition is expected to close during the second quarter of 2017, prior to the project commencing commercial operations, which is expected by the end of the third quarter of 2017. The project is expected to cost $160 million once constructed, including the initial acquisition cost, and to generate approximately 79 MW.

94



Sale of Interest in Merchant Solar ProjectsSALEOF INTERESTIN MERCHANT SOLAR PROJECTS

In September 2015, Dominion Energy signed an agreement to sell a noncontrolling interest (consisting of 33% of the equity interests) in all of its then currentlythen-currently wholly-owned merchant solar projects, 24 solar projects totaling 425 MW, to SunEdison, including projects discussed in the table above.SunEdison. In December 2015, the sale of interest in 15 of the solar projects closed for $184 million with the sale of interest in the remaining projects completed in January 2016 for $117 million. Upon closing, SunEdison sold its interest in these projects to Terra Nova Renewable Partners. Terra Nova Renewable Partners has a future option to buy all or a portion of Dominion’s remaining 67% ownership in the projects upon the occurrence of certain events, none of which are expected to occur in 2017.

Non-Wholly-Owned Merchant Solar Projects

NAONCQUISITIONS-WHOLLY-OWNEDOF MFERCHANTOUR SBOLARROTHERSAND PTROJECTSHREE CEDARS

Acquisitions of Four Brothers and Three Cedars

In June 2015, Dominion Energy acquired 50% of the units in Four Brothers from SunEdison for $64 million of consideration, consisting of $2 million in cash and a $62 million payable. Dominion has no remaining obligation related to this payable as of December 31, 2016.consideration. Four Brothers operates four solar projects located in Utah, which produce and sell electricity and renewable energy credits. The facilities began commercial operations during the third quarter of 2016, generating 320 MW, at a cost of approximately $670 million.

In September 2015, Dominion Energy acquired 50% of the units in Three Cedars from SunEdison for $43 million of consideration, consisting of $6 million in cash and a $37 million payable. As of

December 31, 2016, a $2 million payable is included in other current liabilities in Dominion’s Consolidated Balance Sheets.consideration. Three Cedars operates three solar projects located in Utah, which produce and sell electricity and renewable energy credits. The facilities began commercial operations during the third quarter of 2016, generating 210 MW, at a cost of approximately $450 million.

The Four Brothers and Three Cedars facilities operate under long-term power purchase, interconnection and operation and maintenance agreements. Dominion will claimEnergy claimed 99% of the federal investment tax credits on the projects.

115


Combined Notes to Consolidated Financial Statements, Continued

Dominion owns 50% of the voting interests in Four Brothers and Three Cedars and has a controlling financial interest over the entities through its rights to control operations. The allocation of the $64 million purchase price for Four Brothers resulted in $89 million of property, plant and equipment and $25 million of noncontrolling interest. The allocation of the $43 million purchase price for Three Cedars resulted in $65 million of property, plant and equipment and $22 million of noncontrolling interest. The noncontrolling interest for each entity was measured at fair value using the discounted cash flow method, with the primary components of the valuation being future cash flows (both incoming and outgoing) and the discount rate. Dominion determined its discount rate based on the cost of capital a utility-scale investor would expect, as well as the cost of capital an individual project developer could achieve via a combination of nonrecourse project financing and outside equity partners. The acquired assets of Four Brothers and Three Cedars are included in the Dominion Generation operating segment.

DominionEnergy has assumed the majority of the agreements to provide administrative and support services in connection with operations and maintenance of the facilities and technical management services of the solar facilities. Costs related to services to be provided under these agreements were immaterial for the years ended December 31, 20162018, 2017 and 2015. Subsequent to Dominion’s acquisition of Four Brothers and Three Cedars, SunEdison made contributions to Four Brothers and Three

Cedars of $292 million in aggregate through December 31, 2016, which are reflected as noncontrolling interests in the Consolidated Balance Sheets.2016.

In November 2016, NRG acquired the 50% of units in Four Brothers and Three Cedars previously held by SunEdison. Subsequent to Dominion Energy’s acquisition of Four Brothers and

Three Cedars, SunEdison and NRG made contributions to Four Brothers and Three Cedars of $301 million in aggregate through December 31, 2017, which are reflected as noncontrolling interests in the Consolidated Balance Sheets. In August 2018, NRG’s ownership in Four Brothers and Three Cedars was transferred to GIP.

DOMINION MEIDSTREAMNERGYAND ADCQUISITIONOF INTERESTIN IROQUOIS

In September 2015, Dominion Midstream acquired from NG and NJNR a 25.93% noncontrolling partnership interest in Iroquois, which owns and operates a416-mile, FERC-regulated natural gas transmission pipeline in New York and Connecticut. In exchange for this partnership interest, Dominion Midstream issued 8.6 million common units representing limited partnership interests in Dominion Midstream (6.8 million common units to NG for its 20.4% interest and 1.8 million common units to NJNR for its 5.53% interest). The investment was recorded at $216 million based on the value of Dominion Midstream’s common units at closing. These common units are reflected as noncontrolling interest in Dominion’s Consolidated Financial Statements. Dominion Midstream’s noncontrolling partnership interest is reflected in the Dominion Energy operating segment. In addition to this acquisition, Dominion Gas currently holds a 24.07% noncontrolling partnership interest in Iroquois. Dominion Midstream and Dominion Gas each account for their interest in Iroquois as an equity method investment. See Notes 9 and 15 for more information regarding Iroquois.

ACQUISITIONOF DCG

In January 2015, Dominion completed the acquisition of 100% of the equity interests of DCG from SCANA Corporation for $497 million in cash, as adjusted for working capital. DCG owns and operates nearly 1,500 miles of FERC-regulated interstate natural gas pipeline in South Carolina and southeastern Georgia. This acquisition supports Dominion’s natural gas expansion into the southeastern U.S. The allocation of the purchase price resulted in $277 million of net property, plant and equipment, $250 million of goodwill, of which approximately $225 million is expected to be deductible for income tax purposes, and $38 million of regulatory liabilities. The goodwill reflects the value associated with enhancing Dominion’s regulated gas position, economic value attributable to future expansion projects as well as increased opportunities for synergies. The acquired assets of DCG are included in the Dominion Energy operating segment.

On March 24, 2015, DCG converted to a limited liability company under the laws of South Carolina and changed its name from Carolina Gas Transmission Corporation to DCG. On April 1, 2015, Dominion contributed 100% of the issued and

95



Combined Notes to Consolidated Financial Statements, Continued

outstanding membership interests of DCG to Dominion Midstream in exchange for total consideration of $501 million, as adjusted for working capital. Total consideration to Dominion consisted of the issuance of atwo-year, $301 million senior unsecured promissory note payable by Dominion Midstream at an annual interest rate of 0.6%, and 5,112,139 common units, valued at $200 million, representing limited partner interests in Dominion Midstream. The number of units was based on the volume weighted average trading price of Dominion Midstream’s common units for the ten trading days prior to April 1, 2015, or $39.12 per unit. Since Dominion consolidates Dominion Midstream for financial reporting purposes, this transaction was eliminated upon consolidation and did not impact Dominion’s financial position or cash flows.

SALEOF ELECTRIC RETAILOMINION ENERGY MGARKETING BUSINESSAS

In March 2014, Dominion completed the sale of its electric retail energy marketing business. The proceeds were $187 million, net of transaction costs. The sale resulted in a gain, subject to post-closing adjustments, of $100 million ($57 millionafter-tax) net of a $31 millionwrite-off of goodwill, and is included in other operations and maintenance expense in Dominion’s Consolidated Statements of Income. The sale of the electric retail energy marketing business did not qualify for discontinued operations classification.

Virginia Power

ACQUISITIONOF SOLAR PROJECT

In December 2015, Virginia Power completed the acquisition of 100% of a solar development project in North Carolina from Morgans Corner for $47 million, all of which was allocated to property, plant and equipment. The project was placed into service in December 2015 with a total cost of $49 million, including the initial acquisition cost. The project generates 20 MW. The output generated by the project is used to meet a ten yearnon-jurisdictional supply agreement with the U.S. Navy, which has the unilateral option to extend for an additional ten years. In October 2015, the North Carolina Commission granted the transfer of the existing CPCN from Morgans Corner to Virginia Power. The acquired asset is included in the Virginia Power Generation operating segment.

Dominion and Dominion Gas

BLUE RACERBlue Racer

See Note 9 for a discussion of transactions related to Blue Racer.

ASSIGNMENTSOF SHALE DEVELOPMENT RIGHTS

See Note 10 for a discussion of assignments of shale development rights.

 

NOTE 4. OPERATING REVENUE

The Companies’ operating revenue, subsequent to the adoption of revised guidance for revenue recognition from contracts with customers, consists of the following:

 

Year Ended December 31,  2016   2015   2014 
(millions)            

Dominion

      

Electric sales:

      

Regulated

  $7,348   $7,482   $7,460 

Nonregulated

   1,519    1,488    1,839 

Gas sales:

      

Regulated

   500    218    334 

Nonregulated

   354    471    751 

Gas transportation and storage

   1,636    1,616    1,543 

Other

   380    408    509 

Total operating revenue

  $11,737   $11,683   $12,436 

Virginia Power

      

Regulated electric sales

  $7,348   $7,482   $7,460 

Other

   240    140    119 

Total operating revenue

  $7,588   $7,622   $7,579 

Dominion Gas

      

Gas sales:

      

Regulated

  $119   $122   $209 

Nonregulated

   13    10    26 

Gas transportation and storage

   1,307    1,366    1,353 

NGL revenue

   62    93    212 

Other

   137    125    98 

Total operating revenue

  $1,638   $1,716   $1,898 
Year Ended December 31,  2018 
(millions)    

Dominion Energy

  

Regulated electric sales:

  

Residential

  $3,413 

Commercial

   2,503 

Industrial

   490 

Government and other retail

   854 

Wholesale

   137 

Nonregulated electric sales

   1,294 

Regulated gas sales:

  

Residential

   818 

Commercial

   221 

Other

   36 

Nonregulated gas sales

   214 

Regulated gas transportation and storage:

  

FERC-regulated

   1,091 

State-regulated

   640 

Nonregulated gas transportation and storage

   442 

Other regulated revenues

   179 

Other nonregulated revenues(1)(2)

   563 

Total operating revenue from contracts with customers

   12,895 

Other revenues(2)(3)

   471 

Total operating revenue

  $13,366 

Virginia Power

  

Regulated electric sales:

  

Residential

  $3,413 

Commercial

   2,503 

Industrial

   490 

Government and other retail

   854 

Wholesale

   137 

Other regulated revenues

   132 

Other nonregulated revenues(1)(2)

   55 

Total operating revenue from contracts with customers

   7,584 

Other revenues(1)(3)

   35 

Total operating revenue

  $7,619 

Dominion Energy Gas

  

Regulated gas sales:

  

Residential

  $81 

Other

   27 

Nonregulated gas sales(1)

   13 

Regulated gas transportation and storage:

  

FERC-regulated(1)

   763 

State-regulated(1)

   605 

NGL revenue(1)(2)

   223 

Management service revenue(1)

   205 

Other regulated revenues(1)

   22 

Other nonregulated revenues(1)

   10 

Total operating revenue from contracts with customers

   1,949 

Other revenues

   (9

Total operating revenue

  $1,940 

116


(1)

See Notes 9 and 24 for amounts attributable to related parties and affiliates.

(2)

Amounts above include $241 million and $206 million for the year ended December 31, 2018 primarily consisting of NGL sales at Dominion Energy and Dominion Energy Gas, respectively, which are considered to be goods transferred at a point in time. In addition, the amounts include $17 million and $11 million of sales of renewable energy credits at both Dominion Energy and Virginia Power for the year ended December 31, 2018, respectively, which are considered to be goods transferred at a point in time.

(3)

Amounts above include $15 million of alternative revenue at Dominion Energy and Virginia Power for the year ended December 31, 2018.

The table below discloses the aggregate amount of the transaction price allocated to fixed-price performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period and when the Companies expect to recognize this revenue. These revenues relate to contracts containing fixed prices where the Companies will earn the associated revenue over time as they stand ready to perform services provided. This disclosure does not include revenue related to performance obligations that are part of a contract with original durations of one year or less. In addition, this disclosure does not include expected consideration related to performance obligations for which the Companies elect to recognize revenue in the amount they have a right to invoice.

Revenue expected to be recognized on multi-year

contracts in place at December 31, 2018

 2019  2020  2021  2022  2023  Thereafter  Total 
(millions)                     

Dominion Energy

 $1,643  $1,563  $1,448  $1,319  $1,154  $13,693  $20,820 

Virginia Power

  21   3   1            25 

Dominion Energy Gas

  600   560   475   384   268   1,612   3,899 

Contract assets represent an entity’s right to consideration in exchange for goods and services that the entity has transferred to a customer. At December 31, 2018 and December 31, 2017, Dominion Energy’s contract asset balances were $42 million and $46 million, respectively. Dominion Energy Gas’ contract asset balances were $58 million and $66 million at December 31, 2018 and December 31, 2017, respectively. Dominion Energy and Dominion Energy Gas’ contract assets are recorded in other deferred charges and other assets in the Consolidated Balance Sheets. Contract liabilities represent an entity’s obligation to transfer goods or services to a customer for which the entity has received consideration, or the amount that is due, from the customer. At December 31, 2018 and December 31, 2017, Dominion Energy’s contract liability balances were $106 million and $132 million, respectively. At December 31, 2018 and December 31, 2017, Virginia Power’s contract liability balances were $22 million and $50 million, respectively. At December 31, 2018 and December 31, 2017, Dominion Energy Gas’ contract liability balances were $40 million and $41 million, respectively. During the year ended December 31, 2018, Dominion Energy, Virginia Power and Dominion Energy Gas recognized revenue of $94 million, $25 million and $41 million, respectively, from the beginning contract liability balances as the Companies fulfilled their obligations to provide service to their customers. The Companies’ contract liabilities are recorded in other current liabilities and other deferred credits and other liabilities in the Consolidated Balance Sheets.

The Companies’ operating revenue, prior to the adoption of revised guidance for revenue recognition from contracts with customers, consisted of the following:

Year Ended December 31,  2017   2016 
(millions)        

Dominion Energy

    

Electric sales:

    

Regulated

  $7,383   $7,348 

Nonregulated

   1,429    1,519 

Gas sales:

    

Regulated

   1,067    500 

Nonregulated

   457    354 

Gas transportation and storage

   1,786    1,636 

Other

   464    380 

Total operating revenue

  $12,586   $11,737 

Virginia Power

    

Regulated electric sales

  $7,383   $7,348 

Other

   173    240 

Total operating revenue

  $7,556   $7,588 

Dominion Energy Gas

    

Gas sales:

    

Regulated

  $87   $119 

Nonregulated

   20    13 

Gas transportation and storage

   1,435    1,307 

NGL revenue

   91    62 

Other

   181    137 

Total operating revenue

  $1,814   $1,638 

 

 

NOTE 5. INCOME TAXES

Judgment and the use of estimates are required in developing the provision for income taxes and reporting oftax-related assets and liabilities. The interpretation of tax laws involves uncertainty, since tax authorities may interpret the laws differently. The Companies are routinely audited by federal and state tax authorities. Ultimate resolution of income tax matters may result in favorable or unfavorable impacts to net income and cash flows, and adjustments totax-related assets and liabilities could be material.

In December 2015, U.S. federal legislation was enacted, providing an extension of the 50% bonus depreciation allowance for qualifying expenditures incurred in 2015, 2016 and 2017, and a phasing down of the allowance to 40% in 2018 and 30% in 2019 and expiration thereafter. In addition, the legislation extends the 30% investment tax credit for qualifying expenditures incurred through 2019 and provides a phase down of the credit to 26% in 2020, 22% in 2021 and 10% in 2022 and thereafter.

 

 

96   117


Combined Notes to Consolidated Financial Statements, Continued

 



 

The 2017 Tax Reform Act included a broad range of tax reform provisions affecting the Companies as discussed in Note 2. The 2017 Tax Reform Act reduced the corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017. At the date of enactment, deferred tax assets and liabilities were remeasured based upon the new 21% enacted tax rate expected to apply when temporary differences are realized or settled. The specific provisions related to regulated public utilities in the 2017 Tax Reform Act generally allow for the continued deductibility of interest expense, changed the tax depreciation of certain property acquired after September 27, 2017, and continued certain rate normalization requirements for accelerated depreciation benefits.

As indicated in Note 2, certain of the Companies’ operations, including accounting for income taxes, are subject to regulatory accounting treatment. For regulated operations, many of the changes in deferred taxes represent amounts probable of collection from or refund to customers, and were recorded as either an

increase to a regulatory asset or liability. The 2017 Tax Reform Act included provisions that stipulate how these excess deferred taxes may be passed back to customers for certain accelerated tax depreciation benefits. Potential refunds of other deferred taxes may be determined by our regulators. See Note 13 for more information.

The Companies have accounted for the effects of the 2017 Tax Reform Act, although changes could occur as additional guidance is issued and finalized. In addition, certain states in which the Companies operate may or may not conform to some or all of the provisions of the 2017 Tax Reform Act. Ultimate resolution or clarification of these matters may result in favorable or unfavorable impacts to net income, cash flows, andtax-related assets and liabilities and could be material. The changes in deferred taxes resulting from the 2017 Tax Reform Act, and the Companies’ interpretations of proposed regulations issued in 2018, were recorded as either an increase to a regulatory liability or as an adjustment to the deferred tax provision.

 

Continuing Operations

Details of income tax expense for continuing operations including noncontrolling interests were as follows:

 

 Dominion Virginia Power Dominion Gas  Dominion Energy Virginia Power Dominion Energy Gas 
Year Ended December 31, 2016 2015 2014 2016 2015 2014 2016 2015 2014  2018 2017 2016 2018 2017 2016 2018 2017 2016 
(millions)                                      

Current:

                  

Federal

 $(155 $(24 $(11 $168  $316  $85  $(27 $90  $86  $(45 $(1 $(155 $36  $432  $168  $23  $16  $(27

State

 85  75  14  90  92  67  4  30  32   108   (26 85   40   73  90   30  8  4 

Total current expense (benefit)

 (70 51  3  258  408  152  (23 120  118   63   (27 (70  76   505  258   53  24  (23

Deferred:

                  

Federal

                  

2017 Tax Reform Act impact

  46   (851     21   (93     (11 (197   

Taxes before operating loss carryforwards and investment tax credits

 1,050  384  956  435  154  381  239  156  192   436   739  1,050   199   319  435   48  199  239 

Tax utilization (benefit) of operating loss carryforwards

 (161 539  (352 (2 96     (2 6    

Tax utilization expense (benefit) of operating loss carryforwards

  92   174  (161     4  (2    5  (2

Investment tax credits

 (248 (134 (152 (25 (11              (56  (200 (248  (51  (23 (25        

State

 50  66  (2 27  13  16  1  1  24   (1 132  50   55  59  27   (4  20  1 

Total deferred expense

  691  855  450  435  252  397  238  163  216 

Investment tax credit—gross deferral

  35        35                

Investment tax credit—amortization

 (1 (1 (1 (1 (1 (1         

Total income tax expense

 $655  $905  $452  $727  $659  $548  $215  $283  $334 

Total deferred expense (benefit)

  517  (6 691   224  266  435   33   27  238 

Investment tax credit-gross deferral

  2  5  35   2  5  35          

Investment tax credit-amortization

  (2 (2 (1  (2 (2 (1         

Total income tax expense (benefit)

 $580  $(30 $655  $300  $774  $727  $86  $51  $215 

The 2017 Tax Reform Act reduced the statutory federal income tax rate to 21% beginning in January 2018. Accordingly, current income taxes, and deferred income taxes that originate in 2018, are recorded at the new 21% rate. Dominion Energy had less than $1 million of state deferred income tax expense as a result of the reversal of deferred taxes upon the sale of its interest in Blue Racer and Fairless and Manchester. Dominion Energy’s current federal income taxes primarily include the recognition of a $47 million benefit related to a carryback claim for specified liability losses involving prior tax years.

The accounting for the reduction in the corporate income tax rate decreased deferred income tax expense by $851 million at Dominion Energy, $93 million at Virginia Power, and $197 million for Dominion Energy Gas for the year ending December 31, 2017. The decrease in deferred income taxes at Dominion Energy primarily relates to the remeasurement of deferred taxes on merchant operations and includes the effects at Virginia Power and Dominion Energy Gas. Virginia Power and Dominion Energy Gas have certain regulatory assets and liabilities that have not yet been charged or returned to customers through rates, or on which they do not earn a return, including unrecognized pension and other postretirement benefits. The remeasurement of the deferred taxes on these regulatory balances was charged to continuing operations in 2017. For ratemaking purposes, Dominion Energy Gas’ subsidiary DETI follows the cash method on pension contributions. Deferred taxes recorded on pension balances as required by GAAP are not included as a component of rates and therefore the remeasurement of these deferred taxes were charged to continuing operations in 2017.

In 2016, Dominion Energy realized a taxable gain resulting from the contribution of Dominion Energy Questar Pipeline to Dominion Energy Midstream. The contribution and related transactions resulted in increases in the tax basis of Dominion Energy Questar Pipeline’s assets and the number of Dominion Energy Midstream’s common and convertible preferred units held by noncontrolling interests. The direct tax effects of the transactions included a provision for current income taxes ($212 million) and an offsetting benefit for deferred income taxes ($96 million) and were charged to common shareholders’ equity. The federal tax liability was reduced by $129 million of tax

118


credits generated in 2016 that otherwise would have resulted in additional credit carryforwards and a $17 million benefit provided by the domestic production activities deduction. These benefits, as indirect effects of the contribution transaction, arewere reflected in Dominion’sDominion Energy’s 2016 current federal income tax expense.

In 2015, Dominion’s current federal income tax benefit includes the recognition of a $20 million benefit related to a carryback to be filed for nuclear decommissioning expenditures included in its 2014 net operating loss.

For continuing operations including noncontrolling interests, the statutory U.S. federal income tax rate reconciles to the Companies’ effective income tax rate as follows:

 

  Dominion Virginia Power Dominion Gas   Dominion Energy Virginia Power Dominion Energy Gas 
Year Ended December 31,  2016 2015 2014 2016 2015 2014 2016 2015   2014   2018 2017 2016 2018 2017 2016 2018 2017 2016 

U.S. statutory rate

   35.0 35.0 35.0  35.0 35.0 35.0  35.0 35.0   35.0   21.0 35.0 35.0  21.0 35.0 35.0  21.0 35.0 35.0

Increases (reductions) resulting from:

                     

State taxes, net of federal benefit

   2.4  3.7      3.8  3.9  3.8   0.5  2.7    4.4    3.0  2.0  2.4   4.7  3.7  3.8   3.2  2.4  0.5 

Investment tax credits

   (11.7 (4.7 (8.6    (0.6                (1.9 (6.3 (11.7  (3.5 (0.8            

Production tax credits

   (0.8 (0.8 (1.2  (0.5 (0.6 (0.6             (0.7 (0.7 (0.8  (0.7 (0.4 (0.5         

Valuation allowances

   1.2  (0.3 0.7   0.1                    0.3  0.2  1.2        0.1   1.8  0.3    

Reversal of excess deferred income taxes

   (2.0        (3.2        (1.7      

Federal legislative change

   1.5  (27.5     1.3  (4.0     (2.8 (29.5   

State legislative change

   (0.6    (0.6           0.2       

AFUDC—equity

   (0.6 (0.3     (0.6 (0.6     (0.2 0.2        (0.8 (1.4 (0.6  (0.5 (0.6 (0.6  (0.6 (0.9 (0.2

Legislative change

   (0.6 (0.1                      

Employee stock ownership plan deduction

   (0.6 (0.6 (0.9                      (0.4 (0.6 (0.6                  

Other, net

   (1.4 0.1  0.4   (0.4 0.6  0.8   0.1  0.3    0.1    (0.9 (1.7 (1.4  (0.1 0.6  (0.4  1.2  0.4  0.1 

Effective tax rate

   22.9 32.0 25.4  37.4 37.7 39.0  35.4 38.2   39.5   18.5 (1.0)%  22.9 19.0 33.5 37.4 22.3 7.7 35.4

For the Companies’ rate-regulated entities, deferred taxes will reverse at the weighted average rate used to originate the deferred tax liability, which in some cases will be 35%. The Companies have recorded an estimate of the portion of excess deferred income tax amortization in 2018, and changes in estimates of amounts probable of collection from or return to customers. The reversal of these excess deferred income taxes will impact the effective tax rate, and may ultimately impact rates charged to customers. As described in Note 13 to the Consolidated Financial Statements, the Companies decreased revenue and increased regulatory liabilities to offset these deferred tax impacts in accordance with applicable regulatory commission orders or formula rate mechanisms.

In 2018, the Companies applied the provisions of recently proposed regulations addressing the availability of federal bonus depreciation for the period beginning after September 27, 2017 through December 31, 2017. The application of these changes increased Dominion Energy’s 2017 net operating loss carryforward, the benefit of which will be recognized at the 21% rate. As a result, Dominion Energy’s effective tax rate reflects a $23 million increase to deferred income tax expense associated with the remeasurement of this deferred tax asset. The application of these proposed regulations at Dominion Energy Gas had no impact on income tax expense as the changes in, and remeasurement of, deferred tax liabilities increased regulatory liabilities by $35 million. The effects of these changes at Virginia Power were immaterial. These amounts and adjustments represent the Companies’ best estimate based on available information, and could be subject to change based on additional guidance in yet to be finalized regulations. In addition, changes in estimates of amounts probable of return to or collection from customers increased deferred income tax expense at Virginia Power by $23 million and increased regulatory liabilities by $31 million. At Dominion Energy Gas similar changes in estimates decreased income tax expense by $11 million and regulatory liabilities by $16 million. These changes also impacted Dominion Energy. In addition, Dominion Energy and Dominion Energy Gas’ effective tax rates reflect the impacts of a state legislative change enacted in the second quarter of 2018 that was retroactive to January 1, 2018.

In 2017, the Companies’ effective tax rates reflect the net benefit of remeasurement of deferred taxes resulting from the lower corporate income tax rate promulgated by the 2017 Tax Reform Act, and the completion of audits by state tax authorities that resulted in the recognition of previously unrecognized tax benefits. At December 31, 2016, Virginia Power’s unrecognized tax benefits included state refund claims for open tax years through 2011. Management believed settlement of the claims, including interest thereon, within the next twelve months was remote. In June 2017, Virginia Power received and accepted a cash offer to settle the refund claims. As a result of the settlement, Virginia Power decreased its unrecognized tax benefits by $8 million, and recognized a $2 million tax benefit, which impacted its effective tax rate. Also in connection with this settlement, Virginia Power realized interest income of $11 million, which is reflected in other income in the Consolidated Statements of Income.

In 2016, Dominion’sDominion Energy’s effective tax rate reflects a valuation allowance on a state credit not expected to be utilized by a Dominion Energy subsidiary which files a separate state return.

 

    97119



Combined Notes to Consolidated Financial Statements, Continued

 

 

 

The Companies’ deferred income taxes consist of the following:

 

 Dominion Virginia Power Dominion Gas  Dominion Energy Virginia Power Dominion Energy
Gas
 
At December 31, 2016 2015 2016 2015 2016 2015  2018 2017 2018 2017 2018 2017 
(millions)                          

Deferred income taxes:

            

Total deferred income tax assets

 $1,827   $1,152   $268   $164   $126   $129   $2,748  $2,686  $  1,054   $   923  $   318  $320 

Total deferred income tax liabilities

 10,381    8,552   5,323    4,805   2,564    2,343   7,813   7,158  4,020   3,600  1,783   1,774 

Total net deferred income tax liabilities

 $8,554   $7,400   $5,055   $4,641   $2,438   $2,214   $5,065  $4,472  $2,966   $2,677  $1,465  $1,454 

Total deferred income taxes:

            

Plant and equipment, primarily depreciation method and basis differences

 $7,782   $6,299   $4,604   $4,133   $1,726   $1,541   $4,933  $5,056  $3,367   $2,969  $1,170  $1,132 

Excess deferred income taxes

 (993  (1,050 (678  (687 (254  (244

Nuclear decommissioning

 1,240    1,158   406    378           815   829  273   260       

Deferred state income taxes

 747    646   321    302   204    205   626   834  284   378  175   227 

Federal benefit of deferred state income taxes

 (261  (226 (112  (106 (71  (72 (132  (175 (60  (79 (37  (48

Deferred fuel, purchased energy and gas costs

 (25  (1 (29  (3 4    1   60   1  59   (3 1   2 

Pension benefits

 155    291   (138  (99 646    613   81   141  (132  (104 431   419 

Other postretirement benefits

 (68  (15 49    30   (6  (7 (5  (51 55   44  (1  (2

Loss and credit carryforwards

 (1,547  (1,004 (88  (53 (5  (4 (1,546  (1,536 (183  (111 (7  (4

Valuation allowances

 135    73   3               158   146  5   5  12   3 

Partnership basis differences

 688    367           43    41   1,135   473        26   26 

Other

 (292  (188 39    59   (103  (104 (67  (196 (24  5  (51  (57

Total net deferred income tax liabilities

 $8,554   $7,400   $5,055   $4,641   $2,438   $2,214   $5,065  $4,472  $2,966   $2,677  $1,465  $1,454 

Deferred Investment Tax Credits – Regulated Operations

 48    14   48    13           51   51  51   51       

Total Deferred Taxes and Deferred Investment Tax Credits

 $8,602   $7,414   $5,103   $4,654   $2,438   $2,214   $5,116  $4,523  $3,017   $2,728  $1,465  $1,454 

The most significant impact reflected for the 2017 Tax Reform Act is the adjustment of the net accumulated deferred income tax liability for the reduction in the corporate income tax rate to 21%. In addition to amounts recognized in deferred income tax expense, the impacts of the 2017 Tax Reform Act decreased the accumulated deferred income tax liability by $3.1 billion at Dominion Energy, $1.9 billion at Virginia Power and $0.8 billion at Dominion Energy Gas at December 31, 2017. At Dominion Energy, the December 31, 2017 balance sheet reflected the impact of the 2017 Tax Reform Act on our regulatory liabilities which increased our regulatory liabilities by $4.2 billion, and created a corresponding deferred tax asset of $1.1 billion. At Virginia Power, our regulatory liabilities increased $2.6 billion, and created a deferred tax asset of $0.7 billion. At Dominion Energy Gas, our regulatory liabilities increased $1.0 billion, and created a deferred tax asset of $0.2 billion. These adjustments had no impact on 2017 cash flows.

At December 31, 2016,2018, Dominion Energy had the following deductible loss and credit carryforwards:

 

   Deductible
Amount
  Deferred
Tax Asset
  Valuation
Allowance
  Expiration
Period
 
(millions)            

Federal losses

 $1,060   $358   $    2031-2036  

Federal investment credits

      708        2033-2036  

Federal production credits

      102        2031-2036  

Other federal credits

      48        2031-2036  

State losses

  1,383    102    (59  2018-2034  

State minimum tax credits

      135        No expiration  

State investment and other credits

      94    (76  2017-2027  

Total

     $1,547   $(135    
   Deductible
Amount
  Deferred
Tax Asset
  Valuation
Allowance
  Expiration
Period
 
(millions)            

Federal losses

  $   120  $   25   $    —   2034 

Federal investment credits

     1,007      2033-2038 

Federal production credits

     150      2031-2038 

Other federal credits

     62      2031-2038 

State losses

  1,126   73   (61  2019-2038 

State minimum tax credits

     122      No expiration 

State investment and other credits

     107   (90  2019-2025 

Total

  $1,246  $1,546   $(151)     

At December 31, 2016,2018, Virginia Power had the following deductible loss and credit carryforwards:

 

 Deductible
Amount
 Deferred
Tax Asset
 Valuation
Allowance
 Expiration
Period
  Deductible
Amount
 Deferred
Tax Asset
 Valuation
Allowance
 Expiration
Period
 
(millions)                  

Federal losses

 $12   $3   $    2031-2034    $  1   $   —   $ —   2034 

Federal investment credits

      40        2034-2036       113      2034-2038 

Federal production and other credits

      35        2031-2036       61      2031-2038 

State investment credits

      10    (3  2018-2024       9   (5  2024 

Total

 $88   $(3   $  1   $183   $(5 

At December 31, 2016,2018, Dominion Energy Gas had the following deductible loss and credit carryforwards:

 

  Deductible
Amount
   Deferred
Tax Asset
   Valuation
Allowance
   Expiration
Period
  Deductible
Amount
 Deferred
Tax Asset
 Valuation
Allowance
 Expiration
Period
 
(millions)                         

Federal losses

  $14    $4    $     2031-2036  

Other federal credits

        1          2032-2035   $  $1  $   2032-2037 

State losses

  53   5   (5  2036-2038 

Total

     $5    $      $53  $6  $(5 

A reconciliation of changes in the Companies’ unrecognized tax benefits follows:

 

 Dominion Virginia Power Dominion Gas  Dominion Energy Virginia Power Dominion Energy Gas 
 2016 2015 2014 2016 2015 2014 2016 2015 2014  2018 2017 2016 2018 2017 2016 2018 2017 2016 
(millions)                                      

Balance at January 1

 $103   $145   $222   $12   $36   $39   $29   $29   $29   $38  $64  $103  $4  $ 13  $ 12   $ —  $7  $29 

Increases-prior period positions

  9   2   24    4       2    1            10  1  9        4        1 

Decreases-prior period positions

  (44 (40 (26  (3 (25 (16  (19            (9 (44    (1 (3       (19

Increases-current period positions

  6   8   16       1   11                10  5  6                   

Settlements with tax authorities

  (8 (5     

 

  

          (4          (6 (23 (8  (1 (8       (7 (4

Expiration of statutes of limitations

  (2 (7 (91                          (8    (2  (1               

Balance at December 31

 $64   $103   $145   $13   $12   $36   $7   $29   $29   $44  $38  $64  $2  $4  $13   $—  $  $  7 

Certain unrecognized tax benefits, or portions thereof, if recognized, would affect the effective tax rate. Changes in these unrecognized tax benefits may result from remeasurement of amounts expected to be realized, settlements with tax authorities

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and expiration of statutes of limitations. For Dominion Energy and its subsidiaries, these unrecognized tax benefits were $45$37 million, $69$31 million and $77$45 million at December 31, 2016, 20152018, 2017 and 2014,2016, respectively. For Dominion Energy, the change in these unrecognized tax benefits increased income tax expense by $5 million in 2018 and decreased income tax expense by $9 million and $18 million in 2017 and 2016 respectively. For Virginia Power, these unrecognized tax benefits were $2 million, $3 million, and $9 million at December 31, 2018, 2017 and 2016, respectively. For Virginia Power, the change in these unrecognized tax benefits decreased income tax expense by $18$2 million and $6 million in 2018 and $47 million in 2016, 20152017, respectively, and 2014, respectively. For Virginia Power, these unrecognized tax benefits were $9 million at December 31, 2016 and $8 million at December 31, 2015 and 2014. For Virginia Power, the change in these unrecognized tax benefits increased income tax expense by $1 million in 2016 and affected income tax expense by less than $1 million in 2015 and 2014.2016. For Dominion Energy Gas, these unrecognized tax benefits were less than $1 million, at December 31, 2018 and 2017, and $5 million at December 31, 2016 and $19 million at December 31, 2015 and 2014.2016. For Dominion Energy Gas, the change in these unrecognized tax benefits decreased income tax expense by $11 million in 2016 and affected income tax expense by less than $1 million, $5 million, and $11 million in 20152018, 2017, and 2014.

98



2016, respectively.

Effective for its 2014 tax year, Dominion was accepted intoEnergy participates in the CAP. Through the CAP, Dominion hasIRS Compliance Assurance Process which provides the opportunity to resolve complex tax matters with the IRS before filing its federal income tax returns, thus achieving certainty for such tax return filing positions agreed to by the IRS. TheIn 2018, Dominion Energy submitted carryback claims for specified liability losses involving prior tax years. These claims will be subject to IRS examination. With the exception of these claims, the IRS has completed its audit of tax years 2013, 2014 and 2015, for which thethrough 2017. The statute of limitations has not yet expired.expired for tax years after 2012. Although Dominion Energy has not received a final letter indicating no changes to its taxable income for tax year 2015,2017, no material adjustments are expected. The IRS examination of tax year 20162018 is ongoing.

It is reasonably possible that settlement negotiations and expiration of statutes of limitations could result in a decrease in unrecognized tax benefits in 20172019 by up to $25$18 million for Dominion $3Energy and less than $1 million for Virginia Power and $7 million for Dominion Energy Gas. If such changes were to occur, other than revisions of the accrual for interest on tax underpayments and overpayments, earnings could increase by up to $20$17 million for Dominion $3Energy and less than $1 million for Virginia Power and $5 million for Dominion Energy Gas.

Otherwise, with regard to 20162018 and prior years, Dominion Energy, Virginia Power and Dominion Energy Gas cannot estimate the range of reasonably possible changes to unrecognized tax benefits that may occur in 2017.2019.

For each of the major states in which Dominion Energy operates, the earliest tax year remaining open for examination is as follows:

 

State  Earliest
Open Tax
Year
 

Pennsylvania(1)

   2012 

Connecticut

   20132015 

Virginia(2)

   20132015 

West Virginia(1)

   20132015 

New York(1)

   20072011

Utah

2015 

(1)

Considered a major state for Dominion Energy Gas’ operations.

(2)

Considered a major state for Virginia Power’s operations.

The Companies are also obligated to report adjustments resulting from IRS settlements to state tax authorities. In addition, if Dominion Energy utilizes operating losses or tax credits generated in years for which the statute of limitations has expired, such amounts are generally subject to examination.

 

 

NOTE 6. FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date. However, the use of amid-market pricing convention (themid-point between bid and ask prices) is permitted. Fair values are based on assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and the risks inherent in valuation techniques and the inputs to valuations. This includes not only the credit standing of counterparties involved and the impact of credit enhancements but also the impact of the Companies’ own nonperformance risk on their liabilities. Fair value measurements assume that the transaction occurs in the principal market for the asset or liability (the market with the most volume and activity for the asset or liability from the perspective of the reporting entity), or in the absence of a principal market, the most advantageous market for the asset or liability (the

market in which the reporting entity would be able to maximize the amount received or minimize the amount paid). Dominion Energy applies fair value measurements to certain assets and liabilities including commodity, interest rate, and foreign currency derivative instruments, and other investments including those held in nuclear decommissioning, Dominion’sDominion Energy’s rabbi, and pension and other postretirement benefit plan trusts, in accordance with the requirements discussed above. Virginia Power applies fair value measurements to certain assets and liabilities including commodity and interest rate derivative instruments and other investments including those held in the nuclear decommissioning trust, in accordance with the requirements discussed above. Dominion Energy Gas applies fair value measurements to certain assets and liabilities including commodity, interest rate, and foreign currency derivative instruments and other investments including those held in pension and other postretirement benefit plan trusts, in accordance with the requirements described above. The Companies apply credit adjustments to their derivative fair values in accordance with the requirements described above.

Inputs and Assumptions

The Companies maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Fair value is based on actively-quoted market prices, if available. In the absence of actively-quoted market prices, price information is sought from external sources, including industry publications, and to a lesser extent, broker quotes and industry publications.quotes. When evaluating pricing information provided by brokers andDesignated Contract Market settlement pricing, other pricing services, or brokers, the Companies consider whether the broker is willing and ableability to tradetransact at the quoted price, i.e. if the broker quotes are based on an active market or an inactive market and to the extent to which brokerspricing models are utilizing a particular modelused, if pricing is not readily available. If pricing information from external sources is not available, or if the Companies believe that observable pricing is not indicative of fair value, judgment is required to develop the estimates of fair value. In those cases the Companies must estimate prices based on availableunobservable inputs are developed and substantiated using historical and near-term future price information, and certain statistical methods, including regression analysis, that reflect their market assumptions.

The Companies’ commodity derivative valuations are prepared by Dominion’s ERM department. The ERM department creates dailymark-to-market valuations for the Companies’ derivative transactions using computer-based statistical models. The inputs that go into the market valuations are transactional information stored in the systems of record and market pricing information that resides in data warehouse databases. The majority of forward prices are automatically uploaded into the data warehouse databases from various third-party sources. Inputs obtained from third-party sources are evaluated for reliability considering the reputation, independence, market presence, and methodology used by the third-party. If forward prices are not available from third-party sources, then the ERM department models the forward prices based on other available market data. A team consisting of risk management and risk quantitative analysts meets each business day to assess the validity of market prices andmark-to-market valuations. During this meeting, the changes inmark-to-market valuations from period to period are examined and qualified against historical expectations. If any discrepancies are identified during this process, themark-to-market valuations or the market pricing information is evaluated further and adjusted, if necessary.avail-

 

 

99121



Combined Notes to Consolidated Financial Statements, Continued

 

 

 

able market data, third-party data, and statistical analysis. Periodically, inputs to valuation models are reviewed and revised as needed, based on historical information, updated market data, market liquidity and relationships, and changes in third-party sources.

For options and contracts with option-like characteristics where observable pricing information is not available from external sources, Dominion Energy and Virginia Power generally use a modified Black-Scholes Model that considers time value, the volatility of the underlying commodities and other relevant assumptions when estimating fair value. Dominion Energy and Virginia Power use other option models under special circumstances, including abut not limited to Spread Approximation Model when contracts include different commodities or commodity locations and a Swing Option Model when contracts allow either the buyer or seller the ability to exercise within a range of quantities.Model. For contracts with unique characteristics, the Companies may estimate fair value using a discounted cash flow approach deemed appropriate in the circumstances and applied consistently from period to period. For individual contracts, the use of different valuation models or assumptions could have a significant effect on the contract’s estimated fair value.

The inputs and assumptions used in measuring fair value include the following:

For commodity derivative contracts:

 

Forward commodity prices
Transaction prices
Price volatility
Price correlation
Volumes
Commodity location
Interest rates
Credit quality of counterparties and the Companies
Credit enhancements
Time value

For interest rate derivative contracts:

 

Interest rate curves
Credit quality of counterparties and the Companies
Notional value
Credit enhancements
Time value

For foreign currency derivative contracts:

 

Foreign currency forward exchange rates
Interest rates
Credit quality of counterparties and the Companies
Notional value
Credit enhancements
Time value

For investments:

 

Quoted securities prices and indices
Securities trading information including volume and restrictions
Maturity
Interest rates
Credit quality

The Companies regularly evaluate and validate the inputs used to estimate fair value by a number of methods, including review and verification of models, as well as various market price verification procedures such as the use of pricing services and

multiple broker quotes to support the market price of the various commodities and investments in which the Companies transact.

Levels

The Companies also utilize the following fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels:

Level 1—Quoted prices (unadjusted) in active markets for identical assets and liabilities that they have the ability to access at the measurement date. Instruments categorized in Level 1 primarily consist of financial instruments such as certain exchange-traded derivatives, and exchange-listed equities, U.S. and international equity securities, mutual funds and certain Treasury securities held in nuclear decommissioning trust funds for Dominion Energy and Virginia Power, benefit plan trust funds for Dominion Energy and Dominion Energy Gas, and rabbi trust funds for Dominion.Dominion Energy.
Level 2—Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived from observable market data by correlation or other means. Instruments categorized in Level 2 primarily include commodity forwards and swaps, interest rate swaps, foreign currency swaps and cash and cash equivalents, corporate debt instruments, government securities and other fixed income investments held in nuclear decommissioning trust funds for Dominion Energy and Virginia Power, benefit plan trust funds for Dominion Energy and Dominion Energy Gas and rabbi trust funds for Dominion.Dominion Energy.
Level 3—Unobservable inputs for the asset or liability, including situations where there is little, if any, market activity for the asset or liability. Instruments categorized in Level 3 for the Companies consist of long-dated commodity derivatives, FTRs, certain natural gas and power options and other modeled commodity derivatives.

The fair value hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable data (Level 3). In some cases, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. In these cases, the lowest level input that is significant to a fair value measurement in its entirety determines the applicable level in the fair value hierarchy. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment, considering factors specific to the asset or liability. Alternative investments, consisting of investments in partnerships, joint ventures and other alternative investments held in nuclear decommissioning and benefit plan trust funds, are generally valued using NAV based on the proportionate share of the fair value as determined by reference to the most recent audited fair value financial statements or fair value statements provided by the investment manager adjusted for any significant events occurring between the investment manager’s and the Companies’ measurement date. Alternative investments recorded at NAV are not classified in the fair value hierarchy.

100



For derivative contracts, the Companies recognize transfers among Level 1, Level 2 and Level 3 based on fair values as of the first day of the month in which the transfer occurs. Transfers out of Level 3 represent assets and liabilities that were previously classified as Level 3 for which the inputs became

122


observable for classification in either Level 1 or Level 2. Because the activity and liquidity of commodity markets vary substantially between regions and time periods, the availability of observable inputs for substantially the full term and value of the Companies’over-the-counter derivative contracts is subject to change.

Level 3 Valuations

Fair value measurements are categorized as Level 3 when price or other inputs that are considered to be unobservable are significant to their valuations. Long-dated commodity derivatives are generally based on unobservable inputs due to the length of time to settlement and the absence of market activity and are therefore categorized as Level 3. FTRs are categorized as Level 3 fair value measurements because the only relevant pricing available comes from ISO auctions, which are generally not considered to be liquid markets. Other modeled commodity derivatives have unobservable inputs in their valuation, mostly due tonon-transparent and illiquid markets.

The Companies enter into certain physical and financial forwards, futures, options and swaps, which are considered Level 3 as they have one or more inputs that are not observable and are significant to the valuation. The discounted cash flow method is used to value Level 3 physical and financial forwards and futures

contracts. An option model is used to value Level 3 physical and financial options. The discounted cash flow model for forwards and futures calculatesmark-to-market valuations based on forward market prices, original transaction prices, volumes, risk-free rate of return, and credit spreads. The option model calculatesmark-to-market valuations using variations of the Black-Scholes option model. The inputs into the models are the forward market prices, implied price volatilities, risk-free rate of return, the option expiration dates, the option strike prices, the original sales prices, and volumes. For Level 3 fair value measurements, certain forward market prices credit spreads and implied price volatilities are considered unobservable. The unobservable inputs are developed and substantiated using historical information, available market data, third-party data, and statistical analysis. Periodically, inputs to valuation models are reviewed and revised as needed, based on historical information, updated market data, market liquidity and relationships, and changes in third-party pricing sources.

 

The following table presents Dominion’sDominion Energy’s quantitative information about Level 3 fair value measurements at December 31, 2016.2018. The range and weighted average are presented in dollars for market price inputs and percentages for price volatility and credit spreads.volatility.

 

    Fair Value (millions)   Valuation Techniques   Unobservable Input   Range   Weighted
Average(1)
 

Assets:

          

Physical and Financial Forwards and Futures:

          

Natural Gas(2)

  $70    Discounted Cash Flow    Market Price (per Dth)(4)    (2) - 12     
       Credit Spreads(5)    1% - 4%    2

FTRs

   7    Discounted Cash Flow    Market Price (per MWh)(4)    (9) - 7    1 

Physical and Financial Options:

          

Natural Gas

   3    Option Model    Market Price (per Dth)(4)    2 - 7    3 
       Price Volatility(6)    18% - 50%    24

Electricity

   67    Option Model    Market Price (per MWh)(4)    21 - 55    34 
       Price Volatility(6)    14% - 104%    31

Total assets

  $147                     

Liabilities:

          

Physical and Financial Forwards and Futures:

          

Natural Gas(2)

  $2    Discounted Cash Flow    Market Price (per Dth)(4)    (2) - 4    4 

Liquids(3)

   3    Discounted Cash Flow    Market Price (per Gal)(4)    0 - 2    1 

FTRs

   3    Discounted Cash Flow    Market Price (per MWh)(4)    (9) - 3     

Total liabilities

  $8                     
    Fair Value (millions)   Valuation Techniques   Unobservable Input   Range   Weighted
Average(1)
 

Assets

          

Physical and financial forwards and futures:

          

Natural gas(2)

   $42    Discounted cash flow    Market price (per Dth)(3)    (2) - 8    (1

FTRs

   15    Discounted cash flow    Market price (per MWh)(3)    (2) - 7    1 

Physical options:

          

Natural gas

   2    Option model    Market price (per Dth)(3)    1 - 8    3 
       Price volatility(4)    18% - 73%    30

Electricity

   11    Option model    Market price (per MWh)(3)    34 - 50    42 
       Price volatility(4)    39% - 60%    49

Total assets

   $70                     

Liabilities

          

Financial forwards:

          

FTRs

   $  6    Discounted cash flow    Market price (per MWh)(3)    (2) - 6     

Total liabilities

   $  6                     

 

(1)

Averages weighted by volume.

(2)

Includes basis.

(3)Includes NGLs and oil.
(4)

Represents market prices beyond defined terms for Levels 1 and 2.

(5)(4)Represents credit spreads unrepresented in published markets.
(6)

Represents volatilities unrepresented in published markets.

123


Combined Notes to Consolidated Financial Statements, Continued

 

Sensitivity of the fair value measurements to changes in the significant unobservable inputs is as follows:

 

Significant Unobservable

Inputs

  Position  Change to Input Impact on Fair
Value
Measurement
 

Market Priceprice

  Buy  Increase (decrease)  Gain (loss) 

Market Priceprice

  Sell  Increase (decrease)  Loss (gain) 

Price Volatilityvolatility

  Buy  Increase (decrease)  Gain (loss) 

Price Volatilityvolatility

  Sell  Increase (decrease)  Loss (gain) 

Credit Spread

AssetIncrease (decrease)Loss (gain)

Nonrecurring Fair Value Measurements

DOMINION ENERGY

See Note 9 for information regarding an impairment charge recognized associated with Dominion Energy’s equity method investment in Fowler Ridge.

ATLANTIC COAST PIPELINE GUARANTEE AGREEMENT

In October 2017, Dominion Energy entered into a guarantee agreement in connection with Atlantic Coast Pipeline’s obligation under a $3.4 billion revolving credit facility. See Note 22 for more information about the guarantee agreement associated with Atlantic Coast Pipeline’s revolving credit facility. Dominion Energy recorded a liability of $30 million, the fair value of the guarantee at inception, associated with the guarantee agreement. The fair value was estimated using a discounted cash flow method and is considered a Level 3 fair value measurement due to the use of a significant unobservable input related to the interest rate differential between the interest rate charged on the guaranteed revolving credit facility and the estimated interest rate that would have been charged had the loan not been guaranteed.

DOMINION ENERGYGAS

Natural Gas Assets

In the fourth quarter of 2014,2018, subsequent to the announcement of the sale of Dominion Energy’s interest in Blue Racer, Dominion Energy Gas conducted a review of strategic alternatives of its remaining gathering and processing assets at DGP. Based on an evaluation of DGP’s long-lived assets for recoverability under a probability weighted approach, Dominion Energy Gas determined the assets were impaired. As a result of this evaluation, Dominion Energy Gas recorded an impairmenta charge of $9$219 million ($6165 millionafter-tax) in other operationsimpairment of assets and maintenance expenserelated charges in its Consolidated Statements of Income to write off previously capitalized costs followingdown DGP’s property, plant and equipment to its estimated fair value of $190 million. The fair value of the cancellationproperty, plant and equipment was estimated using an income approach and market approach. The valuation is considered a Level 3 fair value measurement due to the use of a development project.significant judgmental and unobservable inputs, including projected timing and amount of future cash flows and discount rates reflecting risks inherent in the future cash flows and market prices.

101



Combined Notes to Consolidated Financial Statements, Continued

Recurring Fair Value Measurements

Fair value measurements are separately disclosed by level within the fair value hierarchy with a separate reconciliation of fair value measurements categorized as Level 3. Fair value disclosures for assets held in Dominion’sDominion Energy and Dominion Energy Gas’ pension and other postretirement benefit plans are presented in Note 21.

124


DOMINION ENERGY

The following table presents Dominion’sDominion Energy’s assets and liabilities that are measured at fair value on a recurring basis for each hierarchy level, including both current and noncurrent portions:

 

  Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3   Total 
(millions)                                

At December 31, 2016

        

Assets:

        

December 31, 2018

        

Assets

        

Derivatives:

                

Commodity

  $   $115   $147   $262   $   $180    $  70   $250 

Interest rate

       17        17        18        18 

Foreign currency

       26        26 

Investments(1):

                

Equity securities:

                

U.S.

   2,913            2,913    3,277            3,277 

Fixed Income:

        

Fixed income:

        

Corporate debt instruments

       487        487        431        431 

Government securities

   424    614        1,038    455    688        1,143 

Cash equivalents and other

   5            5    11            11 

Total assets

  $3,342   $1,233   $147   $4,722   $3,743   $1,343    $  70   $5,156 

Liabilities:

        

Liabilities

        

Derivatives:

                

Commodity

  $   $88   $8   $96   $   $129    $    6   $135 

Interest rate

       53        53        142        142 

Foreign currency

       6        6        2        2 

Total liabilities

  $   $147   $8   $155   $   $273    $    6   $279 

At December 31, 2015

        

Assets:

        

December 31, 2017

        

Assets

        

Derivatives:

                

Commodity

  $1   $249   $114   $364   $   $101    $157   $258 

Interest rate

       24        24        17        17 

Foreign currency

       32        32 

Investments(1):

                

Equity securities:

                

U.S.

   2,625            2,625    3,493            3,493 

Fixed Income:

        

Fixed income:

        

Corporate debt instruments

       439        439        444        444 

Government securities

   458    574        1,032    307    794        1,101 

Cash equivalents and other

   2    2        4    34            34 

Total assets

  $3,086   $1,288   $114   $4,488   $3,834   $1,388    $157   $5,379 

Liabilities:

        

Liabilities

        

Derivatives:

                

Commodity

  $   $141   $19   $160   $   $190    $    7   $197 

Interest rate

       183        183        85        85 

Foreign currency

       2        2 

Total liabilities

  $   $324   $19   $343   $   $277    $    7   $284 

 

(1)

Includes investments held in the nuclear decommissioning and rabbi trusts. Excludes $89$220 million and $101$88 million of assets at December 31, 20162018 and 2015,2017, respectively, measured at fair value using NAV (or its equivalent) as a practical expedient which are not required to be categorized in the fair value hierarchy.

The following table presents the net change in Dominion’sDominion Energy’s assets and liabilities measured at fair value on a recurring basis and included in the Level 3 fair value category:

 

    2016  2015  2014 
(millions)          

Balance at January 1,

  $95  $107  $(16

Total realized and unrealized gains (losses):

    

Included in earnings

   (35  (5  97 

Included in other comprehensive income (loss)

      (9  7 

Included in regulatory assets/liabilities

   (39  (4  109 

Settlements

   38   9   (88

Purchases

   87       

Transfers out of Level 3

   (7  (3  (2

Balance at December 31,

  $139  $95  $107 

The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still held at the reporting date

  $(1 $2  $6 

The following table presents Dominion’s gains and losses included in earnings in the Level 3 fair value category:

   Operating
Revenue
  Electric Fuel
and Other
Energy-Related
Purchases
  Purchased
Gas
  Total 
(millions)            

Year Ended December 31, 2016

    

Total gains (losses) included in earnings

 $  $(35 $  $(35

The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets/liabilities still held at the reporting date

     (1     (1

Year Ended December 31, 2015

    

Total gains (losses) included in earnings

 $6  $(11 $  $(5

The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets/liabilities still held at the reporting date

  1   1      2 

Year Ended December 31, 2014

    

Total gains (losses) included in earnings

 $4  $97  $(4 $97 

The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets/liabilities still held at the reporting date

  4   1   1   6 
    2018  2017  2016 
(millions)          

Balance at January 1,

  $150  $139  $95 

Total realized and unrealized gains (losses):

    

Included in earnings:

    

Operating Revenue

   (2  3    

Electric fuel and other energy-related purchases

   (15  (42  (35

Purchased gas

      1    

Included in other comprehensive income (loss)

   1   (2   

Included in regulatory assets/liabilities

   (44  42   (39

Settlements

   (27  6   38 

Purchases

         87 

Transfers out of Level 3

   1   3   (7

Balance at December 31,

  $64  $150  $139 

The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still held at the reporting date:

    

Operating Revenue

  $  $2  $ 

Electric fuel and other energy-related purchases

         (1
 

 

102   125


Combined Notes to Consolidated Financial Statements, Continued

 



 

 

VIRGINIA POWER

The following table presents Virginia Power’s quantitative information about Level 3 fair value measurements at December 31, 2016.2018. The range and weighted average are presented in dollars for market price inputs and percentages for price volatility and credit spreads.volatility.

 

  Fair Value
(millions)
   Valuation Techniques   Unobservable Input Range   Weighted Average(1)   Fair Value
(millions)
   Valuation Techniques   Unobservable Input   Range   Weighted
Average(1)
 

Assets:

         

Physical and Financial Forwards and Futures:

         

Assets

          

Physical and financial forwards and futures:

          

Natural gas(2)

  $68     Discounted Cash Flow     Market Price (per Dth)(3)   (2) - 7          $38    Discounted cash flow    Market price (per Dth)(3)    (2)-8    (1
       Credit Spreads(4)   1% - 4%     2

FTRs

   7     Discounted Cash Flow     Market Price (per MWh)(3)   (9) - 7     1     15    Discounted cash flow    Market price (per MWh)(3)    (2)-7    1 

Physical and Financial Options:

         

Natural Gas

   3     Option Model     Market Price (per Dth)(3)  2 - 7     3  

Physical options:

          

Natural gas

   2    Option model    Market price (per Dth)(3)    1-8    3 
       Price Volatility(5)  18% - 34%     24       Price volatility(4)    18%-73%    30

Electricity

   67     Option Model     Market Price (per MWh)(3)  21 - 55     34     11    Option model    Market price (per MWh)(3)    34-50    42 
         Price Volatility(5)  14% - 104%     31         Price volatility(4)    39%-60%    49

Total assets

  $145              $66             

Liabilities:

         

Physical and Financial Forwards and Futures:

         

Liabilities

          

Financial forwards:

          

FTRs

  $2     Discounted Cash Flow     Market Price (per MWh)(3)  (9) - 3          $  6    Discounted cash flow    Market price (per MWh)(3)    (2)-6     

Total liabilities

  $2              $  6             

 

(1)

Averages weighted by volume.

(2)

Includes basis.

(3)

Represents market prices beyond defined terms for Levels 1 and 2.

(4)Represents credit spreads unrepresented in published markets.
(5)

Represents volatilities unrepresented in published markets.

 

126   103



Combined Notes to Consolidated Financial Statements, Continued

 

 

Sensitivity of the fair value measurements to changes in the significant unobservable inputs is as follows:

 

Significant Unobservable
Inputs
  Position  Change to Input   Impact on Fair
Value
Measurement
 

Market Priceprice

  Buy   Increase (decrease)    Gain (loss) 

Market Priceprice

  Sell   Increase (decrease)    Loss (gain) 

Price Volatilityvolatility

  Buy   Increase (decrease)    Gain (loss) 

Price Volatilityvolatility

  SellIncrease (decrease)Loss (gain)

Credit Spread

Asset   Increase (decrease)    Loss (gain) 

The following table presents Virginia Power’s assets and liabilities that are measured at fair value on a recurring basis for each hierarchy level, including both current and noncurrent portions:

 

  Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3   Total 
(millions)                                

At December 31, 2016

        

Assets:

        

December 31, 2018

        

Assets

        

Derivatives:

                

Commodity

  $   $43   $145   $188   $   $24   $66   $90 

Interest rate

       6        6        3        3 

Investments(1):

                

Equity securities:

                

U.S.

   1,302            1,302    1,476            1,476 

Fixed Income:

        

Fixed income:

        

Corporate debt instruments

       277        277        221        221 

Government Securities

   136    291        427 

Government securities

   164    343        507 

Total assets

  $1,438   $617   $145   $2,200   $1,640   $591   $66   $2,297 

Liabilities:

        

Liabilities

        

Derivatives:

                

Commodity

  $   $8   $2   $10   $   $9   $6   $15 

Interest rate

       21        21        88        88 

Total liabilities

  $   $29   $2   $31   $   $97   $6   $103 

At December 31, 2015

        

Assets:

        

December 31, 2017

        

Assets

        

Derivatives:

                

Commodity

  $   $13   $101   $114   $   $14   $152   $166 

Interest rate

       13        13 

Investments(1):

                

Equity securities:

                

U.S.

   1,163            1,163    1,566            1,566 

Fixed Income:

        

Fixed income:

        

Corporate debt instruments

       238        238        224        224 

Government Securities

   180    254        434 

Government securities

   168    326        494 

Cash equivalents and other

   16            16 

Total assets

  $1,343   $518   $101   $1,962   $1,750   $564   $152   $2,466 

Liabilities:

        

Liabilities

        

Derivatives:

                

Commodity

  $   $19   $8   $27   $   $4   $5   $9 

Interest rate

       59        59        57        57 

Total liabilities

  $   $78   $8   $86   $   $61   $5   $66 

 

(1)

Includes investments held in the nuclear decommissioning trust.trusts. Excludes $26$160 million and $34$27 million of assets at December 31, 20162018 and 2015,2017, respectively, measured at fair value using NAV (or its equivalent) as a practical expedient which are not required to be categorized in the fair value hierarchy.

The following table presents the net change in Virginia Power’s assets and liabilities measured at fair value on a recurring basis and included in the Level 3 fair value category:

 

  2016 2015 2014   2018 2017 2016 
(millions)                

Balance at January 1,

  $93  $102  $(7  $147  $143  $93 

Total realized and unrealized gains (losses):

        

Included in earnings

   (35 (13 96 

Included in earnings:

    

Electric fuel and other energy-related purchases

   (17 (43 (35

Included in regulatory assets/liabilities

   (37 (5 109    (45 40  (37

Settlements

   35  13  (96   (25 7  35 

Purchases

   87               87 

Transfers out of Level 3

     (4   

Balance at December 31,

  $143  $93  $102   $60  $147  $143 

The gains and losses included in earnings in the Level 3 fair value category were classified in electric fuel and other energy-related purchases expense in Virginia Power’s Consolidated Statements of Income for the years ended December 31, 2016, 2015 and 2014. There were no unrealized gains and losses included in earnings in the Level 3 fair value category relating to assets/liabilities still held at the reporting date for the years ended December 31, 2016, 20152018, 2017 and 2014.2016.

DOMINION ENERGY GAS

The following table presents Dominion Gas’ quantitative information about Level 3 fair value measurements at December 31, 2016. The range and weighted average are presented in dollars for market price inputs.

   Fair Value
(millions)
  

Valuation

Techniques

  

Unobservable

Input

  Range  Weighted
Average(1)
 

Liabilities:

     

Physical and Financial Forwards and Futures:

     

NGLs

 $2   
Discounted
Cash Flow
 
 
  

Market
Price
(per Gal)
 
 
(2) 
  0 - 2   1 

Total liabilities

 $2                 

(1)Averages weighted by volume.
(2)Represents market prices beyond defined terms for Levels 1 and 2.

Sensitivity of the fair value measurements to changes in the significant unobservable inputs is as follows:

Significant Unobservable InputsPositionChange to InputImpact on
Fair Value
Measurement

Market Price

BuyIncrease (decrease)Gain (loss)

Market Price

SellIncrease (decrease)Loss (gain)

104



The following table presents DominionEnergy Gas’ assets and liabilities for commodity, interest rate, and foreign currency derivatives that are measured at fair value on a recurring basis for each hierarchy level, including both current and noncurrent portions:

 

  Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3   Total 
(millions)                                

At December 31, 2016

        

Liabilities:

        

December 31, 2018

        

Assets

        

Commodity

   $ —    $  3    $ —    $  3 

Foreign currency

    —    26     —    26 

Total assets

   $ —    $29    $ —    $29 

Liabilities

        

Interest rate

   $ —    $17    $ —    $17 

Foreign currency

       2        2 

Total liabilities

   $ —    $19    $ —    $19 

December 31, 2017

        

Assets

        

Foreign currency

   $ —    $32    $ —    $32 

Total assets

   $ —    $32    $ —    $32 

Liabilities

        

Commodity

  $    $3    $2     5     $ —    $  4    $   2    $  6 

Foreign currency

        6          6         2        2 

Total liabilities

  $    $9    $2    $11     $ —    $  6    $   2    $  8 

At December 31, 2015

        

Assets:

        

Commodity

  $    $5    $6    $11  

Total assets

  $    $5    $6    $11  

Liabilities:

        

Interest rate

  $    $14    $     14  

Total liabilities

  $    $14    $    $14  

The following table presents the net change in Dominion Energy Gas’ derivative assets and liabilities measured at fair value on a recurring basis and included in the Level 3 fair value category:

 

  2016 2015 2014   2018 2017 2016 
(millions)                

Balance at January 1,

  $6   $2   $(6  $(2 $(2 $6 

Total realized and unrealized gains (losses):

        

Included in earnings

      1   2  

Included in other comprehensive income (loss)

      (5 10     1  (3   

Settlements

      (1 (4

Transfers out of Level 3

   (8 9         1  3  (8

Balance at December 31,

  $(2 $6   $2    $  $(2 $(2

The

127


Combined Notes to Consolidated Financial Statements, Continued

There were no gains and losses included in earnings in the Level 3 fair value category were classified in operating revenue in Dominion Gas’ Consolidated Statements of Income for the years ended December 31, 2016, 20152018, 2017 and 2014.2016. There were no unrealized gains and losses included in earnings in the Level 3 fair value category relating to assets/liabilities still held at the reporting date for the years ended December 31, 2016, 20152018, 2017 and 2014.2016.

Fair Value of Financial Instruments

Substantially all of the Companies’ financial instruments are recorded at fair value, with the exception of the instruments described below, which are reported at historical cost. Estimated fair values have been determined using available market information and valuation methodologies considered appropriate by management. The carrying amount of cash, and cash equivalents, restricted cash (which is recorded in other current assets),and equivalents, customer and other receivables, affiliated receivables, short-term debt, affiliated current borrowings, payables to affiliates and accounts payable are representative of fair value because of the short-term nature of these instruments. For the Companies’ financial instruments that are not recorded at fair value, the carrying amounts and estimated fair values are as follows:

 

At December 31, 2016 2015 
December 31,  2018   2017 
 

Carrying

Amount

 

Estimated

Fair Value(1)

 

Carrying

Amount

 

Estimated

Fair Value(1)

   

Carrying

Amount

   Estimated
Fair
Value(1)
   

Carrying

Amount

   Estimated
Fair
Value(1)
 
(millions)                         

Dominion

    

Dominion Energy

        

Long-term debt, including securities due within one year(2)

 $26,587   $28,273   $21,873   $23,210    $29,952    $31,045   $28,666    $31,233 

Credit facility borrowings

   73    73         

Junior subordinated notes(3)

  2,980    2,893   1,340   1,192     3,430    3,358    3,981    4,102 

Remarketable subordinated notes(3)

  2,373    2,418   2,080   2,129     1,386    1,340    1,379    1,446 

Virginia Power

            

Long-term debt, including securities due within one year(3)

 $10,530   $11,584   $9,368   $10,400    $11,671    $12,400   $11,346    $12,842 

Dominion Gas

    

Dominion Energy Gas

        

Long-term debt, including securities due within one year(4)

 $3,528   $3,603   $3,269   $3,299    $4,058    $  4,072   $3,570    $  3,719 

 

(1)

Fair value is estimated using market prices, where available, and interest rates currently available for issuance of debt with similar terms and remaining maturities. All fair value measurements are classified as Level 2. The carrying amount of debt issuesissuances with short-term maturities and variable rates refinanced at current market rates is a reasonable estimate of their fair value.

(2)

Carrying amount includes amounts which represent, the unamortized debt issuance costs, discount or premium, and foreign currency remeasurement adjustments. At December 31, 2016,2018, and 2015,2017, includes the valuation of certain fair value hedges associated with Dominion’sDominion Energy’s fixed rate debt of $(1)$(20) million and $7$(22) million, respectively.

(3)

Carrying amount includes amounts which represent the unamortized debt issuance costs, discount or premium.

(4)

Carrying amount includes amounts which represent the unamortized debt issuance costs, discount or premium, and foreign currency remeasurement adjustments.

105



Combined Notes to Consolidated Financial Statements, Continued

NOTE 7. DERIVATIVES AND HEDGE ACCOUNTING ACTIVITIES

The Companies are exposed to the impact of market fluctuations in the price of electricity, natural gas and other energy-related products they market and purchase, as well as interest rate and foreign currency exchange rate risks of their business operations. The Companies use derivative instruments to manage exposure to these risks, and designate certain derivative instruments as fair value or cash flow hedges for accounting purposes. As discussed inSee Note 2 for jurisdictions subject to cost-based rate regulation, changes in the fair value of derivatives are deferred as regulatory assets or regulatory liabilities until the related transactions impact earnings.Companies’ accounting policies, objectives, and strategies for using derivative instruments. See Note 6 for further information about fair value measurements and associated valuation methods for derivatives.

Derivative assets and liabilities are presented gross on the Companies’ Consolidated Balance Sheets. Dominion’sDominion Energy’s derivative contracts include bothover-the-counter transactions and those that are executed on an exchange or other trading platform (exchange contracts) and centrally cleared. Virginia Power’sPower and Dominion Energy Gas’ derivative contracts includeover-the-counter

transactions.Over-the-counter contracts are bilateral contracts that are transacted directly with a third party. Exchange contracts utilize a financial intermediary, exchange, or clearinghouse to enter, execute, or clear the transactions. Certainover-the-counter and exchange contracts contain contractual rights of setoff through master netting arrangements, derivative clearing agreements, and contract default provisions. In addition, the contracts are subject to conditional rights of setoff through counterparty nonperformance, insolvency, or other conditions.

In general, mostover-the-counter transactions and all exchange contracts are subject to collateral requirements. Types of collateral forover-the-counter and exchange contracts include cash, letters of credit, and, in some cases, other forms of security, none of which are subject to restrictions. Cash collateral is used in the table below to offset derivative assets and liabilities. Certain accounts receivable and accounts payable recognized on the Companies’ Consolidated Balance Sheets, as well as letters of credit and other forms of security, all of which are not included in the tables below, are subject to offset under master netting or similar arrangements and would reduce the net exposure. See Note 23 for further information regarding credit-related contingent features for the Companies derivative instruments.

 

 

106128    


 



 

DOMINION ENERGY

Balance Sheet Presentation

The tables below present Dominion’sDominion Energy’s derivative asset and liability balances by type of financial instrument, beforeif the gross amounts recognized in its Consolidated Balance Sheets were netted with derivative instruments and after the effects of offsetting:cash collateral received or paid:

 

       

December 31, 2018

        December 31, 2017 
  December 31, 2016   December 31, 2015        Gross Amounts Not Offset
in the Consolidated
Balance Sheet
             Gross Amounts Not Offset
in the Consolidated
Balance Sheet
      
  Gross
Amounts of
Recognized
Assets
   Gross Amounts
Offset in the
Consolidated
Balance Sheet
   Net Amounts of
Assets
Presented in the
Consolidated
Balance Sheet
   Gross
Amounts of
Recognized
Assets
   Gross Amounts
Offset in the
Consolidated
Balance Sheet
   

Net Amounts of
Assets

Presented in the
Consolidated
Balance Sheet

   Gross Assets
Presented in the
Consolidated
Balance Sheet(1)
   Financial
Instruments
   Cash
Collateral
Received
   Net
Amounts
   Gross Assets
Presented in the
Consolidated
Balance Sheet(1)
   Financial
Instruments
   Cash
Collateral
Received
   Net
Amounts
 
(millions)                                                        

Commodity contracts:

                            

Over-the-counter

  $211    $    $211    $217    $    $217    $175   $12   $   $163   $174   $9   $   $165 

Exchange

   44          44     138          138     68    68            80    80         

Interest rate contracts:

                            

Over-the-counter

   17          17     24          24     18    1        17    17    8        9 

Foreign currency contracts:

                

Over-the-counter

   26    2        24    32    2        30 

Total derivatives, subject to a master netting or similar arrangement

   272          272     379          379    $287   $83   $   $204   $303   $99   $   $204 

Total derivatives, not subject to a master netting or similar arrangement

   7          7     9          9  

Total

  $279    $    $279    $388    $    $388  

 

         December 31, 2016             December 31, 2015     
         Gross Amounts Not Offset in the
Consolidated Balance Sheet
             Gross Amounts Not
Offset in the Consolidated
Balance Sheet
     
    Net Amounts of
Assets Presented
in the
Consolidated
Balance Sheet
   Financial
Instruments
   Cash
Collateral
Received
   Net
Amounts
   Net Amounts of
Assets Presented
in the Consolidated
Balance Sheet
   Financial
Instruments
   Cash
Collateral
Received
  Net
Amounts
 
(millions)                               

Commodity contracts:

               

Over-the-counter

  $211    $14    $    $197    $217    $37    $   $180  

Exchange

   44     44               138     82         56  

Interest rate contracts:

               

Over-the-counter

   17     9          8     24     22         2  

Total

  $272    $67    $    $205    $379    $141    $   $238  
(1)

Excludes $7 million and $4 million of derivative assets at December 31, 2018 and 2017, respectively, which are not subject to master netting or similar arrangements.

 

  December 31, 2018   December 31, 2017 
  December 31, 2016   December 31, 2015        

Gross Amounts Not
Offset in the Consolidated

Balance Sheet

             

Gross Amounts Not
Offset in the Consolidated

Balance Sheet

      
  Gross
Amounts of
Recognized
Liabilities
   Gross Amounts
Offset in the
Consolidated
Balance Sheet
   Net Amounts of
Liabilities
Presented in the
Consolidated
Balance Sheet
   Gross
Amounts of
Recognized
Liabilities
   Gross Amounts
Offset in the
Consolidated
Balance Sheet
   Net Amounts of
Liabilities
Presented in the
Consolidated
Balance Sheet
   Gross Liabilities
Presented in the
Consolidated
Balance Sheet(1)
   Financial
Instruments
   Cash
Collateral
Paid
   Net
Amounts
   Gross Liabilities
Presented in the
Consolidated
Balance Sheet(1)
   Financial
Instruments
   Cash
Collateral
Paid
   Net
Amounts
 
(millions)                                                        

Commodity contracts:

                            

Over-the-counter

  $23    $    $23    $70    $    $70    $19   $12   $   $7   $76   $9   $6   $61 

Exchange

   71          71     82          82     115    68    47        120    80    40     

Interest rate contracts:

                            

Over-the-counter

   53          53     183          183     142    1        141    85    8        77 

Foreign currency contracts:

                            

Over-the-counter

   6          6                    2    2            2    2         

Total derivatives, subject to a master netting or similar arrangement

   153          153     335          335    $278   $83   $47   $148   $283   $99   $46   $138 

Total derivatives, not subject to a master netting or similar arrangement

   2          2     8          8  

Total

  $155    $    $155    $343    $    $343  

 

(1)

Excludes $1 million of derivative liabilities at December 31, 2018 and 2017, which are not subject to master netting or similar arrangements.

    107129



Combined Notes to Consolidated Financial Statements, Continued

 

 

         December 31, 2016             December 31, 2015      
         Gross Amounts Not Offset in the
Consolidated Balance Sheet
             Gross Amounts Not Offset in the
Consolidated Balance Sheet
      
    Net Amounts of
Liabilities
Presented in the
Consolidated
Balance Sheet
   Financial
Instruments
   Cash
Collateral
Paid
   Net
Amounts
   Net Amounts of
Liabilities Presented
in the Consolidated
Balance Sheet
   Financial
Instruments
   Cash Collateral
Paid
   Net
Amounts
 
(millions)                                

Commodity contracts:

                

Over-the-counter

  $23    $14    $    $9    $70    $37    $    $33  

Exchange

   71     44     27          82     82            

Interest rate contracts:

                

Over-the-counter

   53     9          44     183     22          161  

Foreign currency contracts:

                

Over-the-counter

   6               6                      

Total

  $153    $67    $27    $59    $335    $141    $    $194  

 

Volumes

The following table presents the volume of Dominion’sDominion Energy’s derivative activity as of December 31, 2016.2018. These volumes are based on open derivative positions and represent the combined absolute value of their long and short positions, except in the case of offsetting transactions, for which they represent the absolute value of the net volume of their long and short positions.

 

  Current   Noncurrent   Current   Noncurrent 

Natural Gas (bcf):

        

Fixed price(1)

   91     18     56    27 

Basis

   223     593     214    557 

Electricity (MWh):

        

Fixed price(1)

   11,880,630     1,963,426     11,101,869    1,537,200 

FTRs

   46,269,912          45,351,415     

Liquids (Gal)(2)

   46,311,225     12,741,120     14,413,200     

Interest rate(3)

  $1,800,000,000    $2,903,640,679    $2,700,000,000   $3,915,839,913 

Foreign currency(3)(4)

  $    $280,000,000    $   $280,000,000 

 

(1)

Includes options.

(2)

Includes NGLs and oil.

(3)

Maturity is determined based on final settlement period.

(4)

Euro equivalent volumes are € 250,000,000.

Ineffectiveness and AOCI

For the years ended December 31, 2016, 20152018, 2017 and 2014,2016, gains or losses on hedging instruments determined to be ineffective and amounts excluded from the assessment of effectiveness were not material.immaterial. Amounts excluded from the assessment of effectiveness include gains or losses attributable to changes in the time value of options and changes in the differences between spot prices and forward prices.

The following table presents selected information related to gains (losses) on cash flow hedges included in AOCI in Dominion’sDominion Energy’s Consolidated Balance Sheet at December 31, 2016:2018:

 

  AOCI
After-Tax
 Amounts Expected
to be Reclassified
to Earnings during
the next 12
MonthsAfter-Tax
 Maximum
Term
   AOCI
After-Tax
 Amounts Expected to be
Reclassified to Earnings
During the Next 12  Months
After-Tax
 

Maximum

Term

 
(millions)                

Commodities:

        

Gas

  $10   $10    36 months     $     —   $   1   36 months 

Electricity

   (20  (20  12 months     27   26   24 months 

Other

   (3  (3  15 months     2   2   3 months 

Interest rate

   (274  (5  375 months     (276  (29  396 months 

Foreign currency

   7    (1  114 months     12   (2  90 months 

Total

  $(280 $(19    $(235  $ (2 

The amounts that will be reclassified from AOCI to earnings will generally be offset by the recognition of the hedged transactions (e.g., anticipated sales) in earnings, thereby achieving the realization of prices contemplated by the underlying risk management strategies and will vary from the expected amounts presented above as a result of changes in market prices, interest rates and foreign currency exchange rates.

 

 

108130    


 



 

Fair Value and Gains and Losses on Derivative Instruments

The following tables present the fair values of Dominion’sDominion Energy’s derivatives and where they are presented in its Consolidated Balance Sheets:

 

  Fair Value -
Derivatives
under
Hedge
Accounting
   Fair Value -
Derivatives
not under
Hedge
Accounting
   Total
Fair
Value
   

Fair Value –
Derivatives

under
Hedge
Accounting

   

Fair Value –
Derivatives

not under
Hedge
Accounting

   Total
Fair
Value
 
(millions)                        

At December 31, 2016

      

At December 31, 2018

      

ASSETS

            

Current Assets

            

Commodity

  $29    $101    $130     $  55    $154   $209 

Interest rate

   10          10     14        14 

Total current derivative assets

   39     101     140  

Total current derivative assets(1)

   69    154    223 

Noncurrent Assets

            

Commodity

        132     132     6    35    41 

Interest rate

   7          7     4        4 

Total noncurrent derivative assets(1)

   7     132     139  

Foreign currency

   26        26 

Total noncurrent derivative assets(2)

   36    35    71 

Total derivative assets

  $46    $233    $279     $105    $189   $294 

LIABILITIES

            

Current Liabilities

            

Commodity

  $51    $41    $92     $  17    $112   $129 

Interest rate

   33          33     26        26 

Foreign currency

   3          3     2        2 

Total current derivative liabilities(2)

   87     41     128  

Total current derivative liabilities(3)

   45    112    157 

Noncurrent Liabilities

            

Commodity

   1     3     4     5    1    6 

Interest rate

   20          20     116        116 

Foreign currency

   3          3  

Total noncurrent derivative liabilities(3)

   24     3     27  

Total noncurrent derivative liabilities(4)

   121    1    122 

Total derivative liabilities

  $111    $44    $155     $166    $113   $279 

At December 31, 2015

      

At December 31, 2017

      

ASSETS

            

Current Assets

            

Commodity

  $101    $151    $252     $    5    $158   $163 

Interest rate

   3          3     6        6 

Total current derivative assets

   104     151     255  

Total current derivative assets(1)

   11    158    169 

Noncurrent Assets

            

Commodity

   3     109     112         95    95 

Interest rate

   21          21     11        11 

Total noncurrent derivative assets(1)

   24     109     133  

Foreign currency

   32        32 

Total noncurrent derivative assets(2)

   43    95    138 

Total derivative assets

  $128    $260    $388     $  54    $253   $307 

LIABILITIES

            

Current Liabilities

            

Commodity

  $32    $116    $148     $103    $  92   $195 

Interest rate

   164          164     53        53 

Total current derivative liabilities(2)

   196     116     312  

Foreign currency

   2        2 

Total current derivative liabilities(3)

   158    92    250 

Noncurrent Liabilities

            

Commodity

        12     12     1    1    2 

Interest rate

   19          19     32        32 

Total noncurrent derivative liabilities(3)

   19     12     31  

Total noncurrent derivative liabilities(4)

   33    1    34 

Total derivative liabilities

  $215    $128    $343     $191    $  93   $284 

 

(1)

Current derivative assets are presented in other current assets in Dominion Energy’s Consolidated Balance Sheets.

(2)

Noncurrent derivative assets are presented in other deferred charges and other assets in Dominion’sDominion Energy’s Consolidated Balance Sheets.

(2)(3)

Current derivative liabilities are presented in other current liabilities in Dominion’sDominion Energy’s Consolidated Balance Sheets.

(3)(4)

Noncurrent derivative liabilities are presented in other deferred credits and other liabilities in Dominion’sDominion Energy’s Consolidated Balance Sheets.

The following tables present the gains and losses on Dominion’sDominion Energy’s derivatives, as well as where the associated activity is presented in its Consolidated Balance Sheets and Statements of Income:

 

Derivatives in cash flow hedging relationships 

Amount of

Gain (Loss)

Recognized

in AOCI on

Derivatives

(Effective

Portion)(1)

 

Amount of

Gain (Loss)

Reclassified

from AOCI

to Income

 

Increase

(Decrease) in
Derivatives

Subject to

Regulatory

Treatment(2)

  

Amount of

Gain (Loss)

Recognized
in AOCI on
Derivatives

(Effective
Portion)(1)

 

Amount of

Gain (Loss)

Reclassified
From AOCI

to Income

 Increase
(Decrease) in
Derivatives
Subject to
Regulatory
Treatment(2)
 
(millions)              

Year Ended December 31, 2018

   

Derivative type and location of gains (losses):

   

Commodity:

   

Operating revenue

   $  (90 

Electric fuel and other energy-related purchases

  14  

Total commodity

  $  64   $(76  $ — 

Interest rate(3)

  (18  (48  39 

Foreign currency(4)

  (6  (13   

Total

  $  40   $(137  $39 

Year Ended December 31, 2017

   

Derivative type and location of gains (losses):

   

Commodity:

   

Operating revenue

  $  81  

Purchased gas

 (2 

Total commodity

 $    1  $  79   $ — 

Interest rate(3)

 (8 (52 (58

Foreign currency(4)

 18  20    

Total

 $  11  $  47  $(58

Year Ended December 31, 2016

      

Derivative Type and Location of Gains (Losses)

   

Derivative type and location of gains (losses):

   

Commodity:

      

Operating revenue

  $330     $330  

Purchased gas

   (13   (13 

Electric fuel and other energy-related purchases

  (10  (10 

Total commodity

 $164   $307   $   $164  $307   $ — 

Interest rate(3)

  (66  (31  (26 (66 (31 (26

Foreign currency(4)

  (6  (17     (6 (17   

Total

 $92   $259   $(26 $  92  $259  $(26

Year Ended December 31, 2015

   

Derivative Type and Location of Gains (Losses)

   

Commodity:

   

Operating revenue

  $203   

Purchased gas

  (15 

Electric fuel and other energy-related purchases

 (1 

Total commodity

 $230   $187   $4  

Interest rate(3)

 (46 (11 (13

Total

 $184   $176   $(9

Year Ended December 31, 2014

   

Derivative Type and Location of Gains (Losses)

   

Commodity:

   

Operating revenue

  $(130 

Purchased gas

  (13 

Electric fuel and other energy-related purchases

 7   

Total commodity

 $245   $(136 $(4

Interest rate(3)

 (208 (16 (81

Total

 $37   $(152 $(85

 

(1)

Amounts deferred into AOCI have no associated effect in Dominion’sDominion Energy’s Consolidated Statements of Income.

(2)

Represents net derivative activity deferred into and amortized out of regulatory assets/liabilities. Amounts deferred into regulatory assets/liabilities have no associated effect in Dominion’sDominion Energy’s Consolidated Statements of Income.

(3)

Amounts recorded in Dominion’sDominion Energy’s Consolidated Statements of Income are classified in interest and related charges.

(4)

Amounts recorded in Dominion’sDominion Energy’s Consolidated Statements of Income are classified in other income.

 

 

109131



Combined Notes to Consolidated Financial Statements, Continued

 

 

 

Derivatives not designated as hedging
instruments
  Amount of Gain (Loss) Recognized in
Income on Derivatives(1)
   Amount of Gain (Loss) Recognized in
Income on Derivatives(1)
 
Year Ended December 31,  2016 2015 2014   2018 2017 2016 
(millions)                

Derivative Type and Location of Gains (Losses)

    

Derivative type and location of gains (losses):

    

Commodity:

        

Operating revenue

  $2   $24   $(310   $(28 $  18  $  2 

Purchased gas

   4   (14 (51   11  (3 4 

Electric fuel and other energy-related purchases

   (70 (14 113     (9 (59 (70

Other operations & maintenance

   1               (1 1 

Interest rate(2)

      (1    

Total

  $(63 $(5 $(248   $(26 $(45 $(63

 

(1)

Includes derivative activity amortized out of regulatory assets/liabilities. Amounts deferred into regulatory assets/liabilities have no associated effect in Dominion’sDominion Energy’s Consolidated Statements of Income.

(2)Amounts recorded in Dominion’s Consolidated Statements of Income are classified in interest and related charges.

VIRGINIA POWER

Balance Sheet Presentation

The tables below present Virginia Power’s derivative asset and liability balances by type of financial instrument, beforeif the gross amounts recognized in its Consolidated Balance Sheets were netted with derivative instruments and after the effects of offsetting:cash collateral received or paid:

 

  December 31, 2018   December 31, 2017 
  December 31, 2016   December 31, 2015        

Gross Amounts Not Offset in the

Consolidated Balance Sheet

             

Gross Amounts Not Offset in the

Consolidated Balance Sheet

      
  Gross
Amounts of
Recognized
Assets
   Gross Amounts
Offset in the
Consolidated
Balance Sheet
   Net Amounts of
Assets Presented
in the
Consolidated
Balance Sheet
   Gross
Amounts of
Recognized
Assets
   Gross Amounts
Offset in the
Consolidated
Balance Sheet
   Net Amounts of
Assets Presented
in the
Consolidated
Balance Sheet
   Gross Assets
Presented in the
Consolidated
Balance Sheet(1)
   Financial
Instruments
   Cash
Collateral
Received
   Net
Amounts
   Gross Assets
Presented in the
Consolidated
Balance Sheet(1)
   Financial
Instruments
   Cash Collateral
Received
   Net
Amounts
 
(millions)                                                        

Commodity contracts:

                            

Over-the-counter

  $147    $    $147    $101    $    $101     $64    $  6    $—    $58    $155    $  4    $—    $151 

Interest rate contracts:

                            

Over-the-counter

   6          6     13          13     3            3                 

Total derivatives, subject to a master netting or similar arrangement

   153          153     114          114     $67    $  6    $—    $61    $155    $  4    $—    $151 

Total derivatives, not subject to a master netting or similar arrangement

   41          41     13          13  

Total

  $194    $    $194    $127    $    $127  
(1)

Excludes $26 million and $11 million of derivative assets at December 31, 2018 and 2017, respectively, which are not subject to master netting or similar arrangements.

 

       December 31, 2016             December 31, 2015        December 31, 2018   December 31, 2017 
       Gross Amounts Not Offset in the
Consolidated Balance Sheet
             Gross Amounts Not Offset in
the Consolidated Balance Sheet
             

Gross Amounts Not Offset in the

Consolidated Balance Sheet

        

Gross Amounts Not Offset in the

Consolidated Balance Sheet

      
  Net Amounts of
Assets Presented
in the
Consolidated
Balance Sheet
   Financial
Instruments
   Cash
Collateral
Received
   Net
Amounts
   Net Amounts of
Assets Presented in
the Consolidated
Balance Sheet
   Financial
Instruments
   Cash Collateral
Received
   Net
Amounts
   Gross Liabilities
Presented in the
Consolidated
Balance Sheet(1)
   Financial
Instruments
   Cash
Collateral
Paid
   Net
Amounts
   Gross Liabilities
Presented in the
Consolidated
Balance Sheet(1)
   Financial
Instruments
   Cash Collateral
Paid
   Net
Amounts
 
(millions)                                                                

Commodity contracts:

                                

Over-the-counter

  $147    $2    $    $145    $101    $3    $    $98     $  6    $  6    $—    $—    $  4    $  4    $—    $ — 

Interest rate contracts:

                                

Over-the-counter

   6               6     13     10          3     88            88    57            57 

Total

  $153    $2    $    $151    $114    $13    $    $101  

Total derivatives, subject to a master netting or similar arrangement

   $94    $  6    $—    $88    $61    $  4    $—    $57 
(1)

Excludes $9 million and $5 million of derivative liabilities at December 31, 2018 and 2017, respectively, which are not subject to master netting or similar arrangements.

 

110132    


 



    December 31, 2016   December 31, 2015 
    Gross
Amounts of
Recognized
Liabilities
   Gross Amounts
Offset in the
Consolidated
Balance Sheet
   

Net Amounts of
Liabilities
Presented in the

Consolidated
Balance Sheet

   Gross
Amounts of
Recognized
Liabilities
   Gross Amounts
Offset in the
Consolidated
Balance Sheet
   

Net Amounts of
Liabilities Presented
in the

Consolidated
Balance Sheet

 
(millions)                        

Commodity contracts:

            

Over-the-counter

  $2    $    $2    $5    $    $5  

Interest rate contracts:

            

Over-the-counter

   21          21     59          59  

Total derivatives, subject to a master netting or similar arrangement

   23          23     64          64  

Total derivatives, not subject to a master netting or similar arrangement

   8          8     22          22  

Total

  $31    $    $31    $86    $    $86  

         December 31, 2016             December 31, 2015      
         Gross Amounts Not Offset in the
Consolidated Balance Sheet
             Gross Amounts Not Offset in the
Consolidated Balance Sheet
      
    Net Amounts of
Liabilities Presented
in the Consolidated
Balance Sheet
   Financial
Instruments
   Cash
Collateral
Paid
   Net
Amounts
   Net Amounts of
Liabilities Presented
in the Consolidated
Balance Sheet
   Financial
Instruments
   Cash Collateral
Paid
   Net
Amounts
 
(millions)                                

Commodity contracts:

                

Over-the-counter

  $2    $2    $    $    $5    $3    $    $2  

Interest rate contracts:

                

Over-the-counter

   21               21     59     10          49  

Total

  $23    $2    $    $21    $64    $13    $    $51  

 

Volumes

The following table presents the volume of Virginia Power’s derivative activity at December 31, 2016.2018. These volumes are based on open derivative positions and represent the combined absolute value of their long and short positions, except in the case of offsetting transactions, for which they represent the absolute value of the net volume of their long and short positions.

 

  Current   Noncurrent   Current   Noncurrent 

Natural Gas (bcf):

        

Fixed price(1)

   27     14     29    8 

Basis

   101     539     136    488 

Electricity (MWh):

        

Fixed price(1)

   1,343,310     1,963,426     367,019     

FTRs

   43,853,950          45,351,415     

Interest rate(2)

  $800,000,000    $850,000,000    $700,000,000   $1,200,000,000 

 

(1)

Includes options.

(2)

Maturity is determined based on final settlement period.

Ineffectiveness and AOCI

For the years ended December 31, 2016, 20152018, 2017 and 2014,2016, gains or losses on hedging instruments determined to be ineffective were not material.immaterial.

The following table presents selected information related to gains (losses)losses on cash flow hedges included in AOCI in Virginia Power’s Consolidated Balance Sheet at December 31, 2016:2018:

 

  AOCI
After-Tax
 Amounts Expected
to be Reclassified
to Earnings during
the next 12
MonthsAfter-Tax
 Maximum
Term
   AOCI
After-Tax
 

Amounts Expected

to be Reclassified
to Earnings During
the Next 12
MonthsAfter-Tax

 Maximum
Term
 
(millions)                

Interest rate

  $(8 $(1  375 months    $(13 $(1  396 months 

Total

  $(8 $(1   $(13 $(1 

The amounts that will be reclassified from AOCI to earnings will generally be offset by the recognition of the hedged transactions (e.g., interest payments) in earnings, thereby achieving the realization of interest rates contemplated by the underlying risk management strategies and will vary from the expected amounts presented above as a result of changes in interest rates.

 

 

    111133



Combined Notes to Consolidated Financial Statements, Continued

 

 

 

Fair Value and Gains and Losses on Derivative Instruments

The following tables present the fair values of Virginia Power’s derivatives and where they are presented in its Consolidated Balance Sheets:

 

 

Fair Value -

Derivatives

under

Hedge

Accounting

 

Fair Value -

Derivatives

not under

Hedge

Accounting

 

Total

Fair

Value

  Fair Value –
Derivatives
under
Hedge
Accounting
 Fair Value –
Derivatives
not under
Hedge
Accounting
 Total
Fair
Value
 
(millions)              

At December 31, 2016

   

At December 31, 2018

   

ASSETS

      

Current Assets

      

Commodity

 $   $60   $60    $ —   $   60   $   60 

Interest rate

  6        6    3      3 

Total current derivative assets(1)

  6    60    66    3   60   63 

Noncurrent Assets

      

Commodity

      128    128       30   30 

Total noncurrent derivative assets

      128    128  

Total noncurrent derivative assets(2)

     30   30 

Total derivative assets

 $6   $188   $194    $  3   $   90   $   93 

LIABILITIES

      

Current Liabilities

      

Commodity

 $   $10   $10    $ —   $   15   $   15 

Interest rate

  8        8    10      10 

Total current derivative liabilities(2)

  8    10    18  

Total current derivative liabilities(3)

  10   15   25 

Noncurrent Liabilities

      

Interest rate

  13        13    78      78 

Total noncurrent derivative liabilities(3)

  13        13  

Total noncurrent derivatives liabilities(4)

  78      78 

Total derivative liabilities

 $21   $10   $31    $88   $   15   $103 

At December 31, 2015

   

At December 31, 2017

   

ASSETS

      

Current Assets

      

Commodity

 $   $18   $18    $ —  $   75  $   75 

Total current derivative assets(1)

     18   18      75  75 

Noncurrent Assets

      

Commodity

     96   96      91  91 

Interest rate

 13       13  

Total noncurrent derivative assets

 13   96   109  

Total noncurrent derivative assets(2)

    91  91 

Total derivative assets

 $13   $114   $127    $ —  $166  $166 

LIABILITIES

      

Current Liabilities

      

Commodity

 $   $23   $23    $ —  $     9  $     9 

Interest rate

 57       57   44     44 

Total current derivative liabilities(2)

 57   23   80  

Total current derivative liabilities(3)

 44  9  53 

Noncurrent Liabilities

      

Commodity

     4   4  

Interest rate

 2       2   13     13 

Total noncurrent derivative liabilities(3)

 2   4   6  

Total noncurrent derivative liabilities(4)

 13     13 

Total derivative liabilities

 $59   $27   $86   $57  $     9  $   66 

 

(1)

Current derivative assets are presented in other current assets in Virginia Power’s Consolidated Balance Sheets.

(2)

Noncurrent derivative assets are presented in other deferred charges and other assets in Virginia Power’s Consolidated Balance Sheets.

(3)

Current derivative liabilities are presented in other current liabilities in Virginia Power’s Consolidated Balance Sheets.

(3)(4)

Noncurrent derivative liabilities are presented in other deferred credits and other liabilities in Virginia Power’s Consolidated Balance Sheets.

The following tables present the gains and losses on Virginia Power’s derivatives, as well as where the associated activity is presented in its Consolidated Balance Sheets and Statements of Income:

 

Derivatives in cash flow hedging

relationships

 

Amount of

Gain (Loss)

Recognized
in AOCI on

Derivatives

(Effective

Portion)(1)

  

Amount of

Gain (Loss)

Reclassified

from AOCI to

Income

  

Increase

(Decrease) in

Derivatives

Subject to

Regulatory

Treatment(2)

 
(millions)         

Year Ended December 31, 2016

   

Derivative Type and Location of Gains (Losses)

   

Interest rate(3)

 $(3 $(1 $(26

Total

 $(3 $(1 $(26

Year Ended December 31, 2015

   

Derivative Type and Location of Gains (Losses)

   

Commodity:

   

Electric fuel and other energy-related purchases

     $(1    

Total commodity

 $   $(1 $4  

Interest rate(3)

  (3      (13

Total

 $(3 $(1 $(9

Year Ended December 31, 2014

   

Derivative Type and Location of Gains (Losses)

   

Commodity:

   

Electric fuel and other energy-related purchases

     $5      

Total commodity

 $4   $5   $(4

Interest rate(3)

  (10      (81

Total

 $(6 $5   $(85
Derivatives in cash flow hedging
relationships
  Amount of
Gain (Loss)
Recognized
in AOCI on
Derivatives
(Effective
Portion)(1)
  Amount of
Gain (Loss)
Reclassified
From AOCI to
Income
  Increase
(Decrease) in
Derivatives
Subject to
Regulatory
Treatment(2)
 
(millions)          

Year Ended December 31, 2018

    

Derivative type and location of gains (losses):

    

Interest rate(3)

  $2  $(1 $39 

Total

  $ 2  $(1 $39 

Year Ended December 31, 2017

    

Derivative type and location of gains (losses):

    

Interest rate(3)

  $(8 $(1 $(58

Total

  $(8 $(1 $(58

Year Ended December 31, 2016

    

Derivative type and location of gains (losses):

    

Interest rate(3)

  $(3 $(1 $(26

Total

  $(3 $(1 $(26

 

(1)

Amounts deferred into AOCI have no associated effect in Virginia Power’s Consolidated Statements of Income.

(2)

Represents net derivative activity deferred into and amortized out of regulatory assets/liabilities. Amounts deferred into regulatory assets/liabilities have no associated effect in Virginia Power’s Consolidated Statements of Income.

(3)

Amounts recorded in Virginia Power’s Consolidated Statements of Income are classified in interest and related charges.

 

Derivatives not designated as hedging

instruments

  

Amount of Gain (Loss) Recognized

in Income on Derivatives(1)

   Amount of Gain (Loss) Recognized
in Income on Derivatives(1)
 
Year Ended December 31,  2016 2015 2014   2018   2017   2016 
(millions)              ��     

Derivative Type and Location of Gains (Losses)

    

Derivative type and location of gains (losses):

      

Commodity(2)

  $(70 $(13 $105     $2    $(57)    $(70) 

Total

  $(70 $(13 $105     $2    $(57)    $(70) 

 

(1)

Includes derivative activity amortized out of regulatory assets/liabilities. Amounts deferred into regulatory assets/liabilities have no associated effect in Virginia Power’s Consolidated Statements of Income.

(2)

Amounts recorded in Virginia Power’s Consolidated Statements of Income are classified in electric fuel and other energy-related purchases.

 

 

112134    


 



 

DOMINION ENERGY GAS

Balance Sheet Presentation

The tables below present Dominion Energy Gas’ derivative asset and liability balances by type of financial instrument, beforeif the gross amounts recognized in its Consolidated Balance Sheets were netted with derivative instruments and after the effects of offsetting:cash collateral received or paid:

 

  December 31, 2018   December 31, 2017 
  December 31, 2016   December 31, 2015   Gross Amounts Not Offset in the Consolidated
Balance Sheet
   Gross Amounts Not Offset in the Consolidated
Balance Sheet
 
  Gross
Amounts of
Recognized
Assets
   Gross Amounts
Offset in the
Consolidated
Balance Sheet
   Net Amounts of
Assets Presented
in the
Consolidated
Balance Sheet
   Gross
Amounts of
Recognized
Assets
   Gross Amounts
Offset in the
Consolidated
Balance Sheet
   Net Amounts of
Assets Presented
in the Consolidated
Balance Sheet
   Gross Assets
Presented in the
Consolidated
Balance Sheet
   Financial
Instruments
   Cash
Collateral
Received
   Net
Amounts
   Gross Assets
Presented in the
Consolidated
Balance Sheet
   Financial
Instruments
   Cash
Collateral
Received
   Net
Amounts
 
(millions)                                                        

Commodity contracts:

                            

Over-the-counter

  $    $    $    $11    $    $11    $   3   $   $   $   3   $   $   $   $ — 

Foreign currency contracts:

                

Over-the-counter

   26    2        24    32    2        30 

Total derivatives, subject to a master netting or similar arrangement

  $    $    $    $11    $    $11    $29   $2   $   $27   $32   $  2   $   $30 

 

       December 31, 2016             December 31, 2015        December 31, 2018   December 31, 2017 
       Gross Amounts Not Offset
in the Consolidated
Balance Sheet
             Gross Amounts Not
Offset in the Consolidated
Balance Sheet
        

Gross Amounts Not Offset in the

Consolidated

Balance Sheet

   

Gross Amounts Not Off

set in the Consolidated

Balance Sheet

 
  Net Amounts of
Assets Presented
in the Consolidated
Balance Sheet
   Financial
Instruments
   Cash
Collateral
Received
   Net
Amounts
   Net Amounts of
Assets Presented
in the Consolidated
Balance Sheet
   Financial
Instruments
   Cash
Collateral
Received
   Net
Amounts
   Gross Liabilities
Presented in the
Consolidated
Balance Sheet
   Financial
Instruments
   Cash
Collateral
Paid
   Net
Amounts
   Gross Liabilities
Presented in the
Consolidated
Balance Sheet
   Financial
Instruments
   Cash
Collateral
Paid
   Net
Amounts
 
(millions)                                                                

Commodity contracts:

                

Commodity contracts

                

Over-the-counter

  $    $    $    $    $11    $    $    $11    $   $   $   $   $6   $   $   $6 

Total

  $    $    $    $    $11    $    $    $11  

Interest rate contracts:

                

Over-the-counter

   17            17                 

Foreign currency contracts:

                

Over-the-counter

   2    2            2    2         

Total derivatives, subject to a master netting or similar arrangement

  $19   $  2   $   $17   $8   $  2   $   $6 

 

    December 31, 2016   December 31, 2015 
    Gross
Amounts of
Recognized
Liabilities
   Gross
Amounts
Offset in the
Consolidated
Balance
Sheet
   Net Amounts
of Liabilities
Presented in
the
Consolidated
Balance
Sheet
   Gross
Amounts of
Recognized
Liabilities
   Gross
Amounts
Offset in the
Consolidated
Balance
Sheet
   Net
Amounts of
Liabilities
Presented in
the
Consolidated
Balance
Sheet
 
(millions)                        

Commodity contracts:

            

Over-the-counter

  $5    $    $5    $    $    $  

Interest rate contracts:

            

Over-the-counter

                  14          14  

Foreign currency contracts:

            

Over-the-counter

   6          6                 

Total derivatives, subject to a master netting or similar arrangement

  $11    $    $11    $14    $    $14  

         

December 31, 2016

             December 31, 2015      
         

Gross Amounts Not Offset
in the Consolidated
Balance Sheet

             Gross Amounts Not Offset
in the Consolidated
Balance Sheet
      
    Net Amounts
of Liabilities
Presented in
the
Consolidated
Balance
Sheet
   Financial
Instruments
   Cash
Collateral
Paid
   Net
Amounts
   Net Amounts
of Liabilities
Presented in
the
Consolidated
Balance
Sheet
   Financial
Instruments
   Cash
Collateral
Paid
   Net
Amounts
 
(millions)                                

Commodity contracts:

                

Over-the-counter

  $5    $    $    $5    $    $    $    $  

Interest rate contracts:

                

Over-the-counter

                       14               14  

Foreign currency contracts:

                

Over-the-counter

   6               6                      

Total

  $11    $    $    $11    $14    $    $    $14  

    113135



Combined Notes to Consolidated Financial Statements, Continued

 

 

 

Volumes

The following table presents the volume of Dominion Energy Gas’ derivative activity at December 31, 2016.2018. These volumes are based on open derivative positions and represent the combined absolute value of their long and short positions, except in the case of offsetting transactions, for which they represent the absolute value of the net volume of their long and short positions.

 

  Current   Noncurrent   Current   Noncurrent 

NGLs (Gal)

   39,549,225     7,953,120     14,413,200     

Foreign currency(1)

  $    $280,000,000  

Interest rate(1)

  $300,000,000   $750,000,000 

Foreign currency(1)(2)

  $   $280,000,000 

 

(1)

Maturity is determined based on final settlement period.

(2)

Euro equivalent volumes are €250,000,000.

Ineffectiveness and AOCI

For the years ended December 31, 2016, 20152018, 2017 and 2014,2016, gains or losses on hedging instruments determined to be ineffective were not material.immaterial.

The following table presents selected information related to gains (losses) on cash flow hedges included in AOCI in Dominion Energy Gas’ Consolidated Balance Sheet at December 31, 2016:2018:

 

  

AOCI

After-Tax

 Amounts Expected
to be Reclassified
to Earnings during
the next 12
MonthsAfter-Tax
 Maximum
Term
   AOCI
After-Tax
 Amounts Expected
to be Reclassified
to Earnings During
the Next 12
MonthsAfter-Tax
 Maximum
Term
 
(millions)                

Commodities:

        

NGLs

  $(3 $(3  15 months     $     2   $   2   3 months 

Interest rate

   (28  (3  336 months     (39  (4  312 months 

Foreign currency

   7    (1  114 months     12   (2  90 months 

Total

  $(24 $(7    $(25  $(4 

The amounts that will be reclassified from AOCI to earnings will generally be offset by the recognition of the hedged transactions (e.g., anticipated sales) in earnings, thereby achieving the realization of prices contemplated by the underlying risk management strategies and will vary from the expected amounts presented above as a result of changes in market prices, interest rates, and foreign currency exchange rates.

Fair Value and Gains and Losses on Derivative Instruments

The following tables presenttable presents the fair values of Dominion Energy Gas’ derivatives and where they are presented in its Consolidated Balance Sheets:

 

  

Fair Value -

Derivatives

under

Hedge

Accounting

   

Fair Value -

Derivatives

not under

Hedge

Accounting

   

Total

Fair

Value

   Fair Value –
Derivatives
under
Hedge
Accounting
   Fair Value –
Derivatives
not under
Hedge
Accounting
   Total
Fair
Value
 
(millions)                        

At December 31, 2016

      

At December 31, 2018

      

ASSETS

      

Current Assets

      

Commodity

   $  3    $—    $  3 

Total current derivative assets(1)

   3        3 

Noncurrent Assets

      

Foreign currency

   26        26 

Total noncurrent derivative assets(2)

   26        26 

Total derivative assets

   $29    $—    $29 

LIABILITIES

      

Current Liabilities

      

Interest rate

   $  9    $—    $  9 

Foreign currency

   2        2 

Total current derivative liabilities(3)

   11        11 

Noncurrent Liabilities

      

Interest rate

   8        8 

Total noncurrent derivative liabilities(4)

   8        8 

Total derivative liabilities

   $19    $—    $19 

At December 31, 2017

      

ASSETS

      

Noncurrent Assets

      
Foreign currency  $32   $—   $32 

Total noncurrent derivative assets(2)

   32        32 

Total derivative assets

   $32    $—    $32 

LIABILITIES

            

Current Liabilities

            

Commodity

  $4         $4     $  6    $—    $  6 

Foreign currency

   3          3     2        2 

Total current derivative liabilities(3)

   7          7     8        8 

Noncurrent Liabilities

      

Commodity

   1          1  

Foreign currency

   3          3  

Total noncurrent derivative liabilities(4)

   4          4  

Total derivative liabilities

  $11    $    $11     $  8    $—    $  8 

At December 31, 2015

      

ASSETS

      

Current Assets

      

Commodity

  $10    $    $10  

Total current derivative assets(1)

   10          10  

Noncurrent Assets

      

Commodity

   1          1  

Total noncurrent derivative assets(2)

   1          1  

Total derivative assets

  $11    $    $11  

LIABILITIES

      

Current Liabilities

      

Interest rate

  $14    $    $14  

Total current derivative liabilities(3)

   14          14  

Total derivative liabilities

  $14    $    $14  

 

(1)

Current derivative assets are presented in other current assets in Dominion Energy Gas’ Consolidated Balance Sheets.

(2)

Noncurrent derivative assets are presented in other deferred charges and other assets in Dominion Energy Gas’ Consolidated Balance Sheets.

(3)

Current derivative liabilities are presented in other current liabilities in Dominion Energy Gas’ Consolidated Balance Sheets.

(4)

Noncurrent derivative liabilities are presented in other deferred credits and other liabilities in Dominion Energy Gas’ Consolidated Balance Sheets.

 

 

114136    



 

 

The following tables present the gains and losses on Dominion Energy Gas’ derivatives, as well as where the associated activity is presented in its Consolidated Balance Sheets and Statements of Income:

 

Derivatives in cash flow hedging

relationships

 

Amount of Gain

(Loss)

Recognized in

AOCI on

Derivatives

(Effective

Portion)(1)

 

Amount of

Gain (Loss)

Reclassified

from AOCI to

Income

  

Amount of Gain
(Loss)
Recognized in
AOCI on

Derivatives
(Effective
Portion)(1)

 Amount of
Gain (Loss)
Reclassified
From AOCI to
Income
 
(millions)          

Year Ended December 31, 2016

  

Derivative Type and Location of Gains (Losses)

  

Year Ended December 31, 2018

  

Derivative type and location of gains (losses):

  

Commodity:

    

Operating revenue

 $4   $  (8

Total commodity

 $(12 $4   $   1   $  (8

Interest rate(2)

  (8  (2  (18  (6

Foreign currency(3)

  (6  (17  (6  (13

Total

 $(26 $(15  $(23  $(27

Year Ended December 31, 2015

  

Derivative Type and Location of Gains (Losses)

  

Year Ended December 31, 2017

  

Derivative type and location of gains (losses):

  

Commodity:

    

Operating revenue

 $6  $  (8

Total commodity

 $16  $6  $(10 $  (8

Interest rate(2)

 (6       (5

Foreign currency(3)

 18  20 

Total

 $10  $6  $   8  $   7 

Year Ended December 31, 2014

  

Derivative Type and Location of Gains (Losses)

  

Year Ended December 31, 2016

  

Derivative type and location of gains (losses):

  

Commodity:

    

Operating revenue

  $2  $   4 

Purchased gas

 (14

Total commodity

 $12  $(12 $(12 $   4 

Interest rate(2)

 (62 (1 (8 (2

Foreign currency(3)

 (6 (17

Total

 $(50 $(13 $(26 $(15

 

(1)

Amounts deferred into AOCI have no associated effect in Dominion Energy Gas’ Consolidated Statements of Income.

(2)

Amounts recorded in Dominion Energy Gas’ Consolidated Statements of Income are classified in interest and related charges.

(3)

Amounts recorded in Dominion Energy Gas’ Consolidated Statements of Income are classified in other income.

Derivatives not designated as hedging

instruments

 

Amount of Gain (Loss) Recognized

in Income on Derivatives

  Amount of Gain (Loss) Recognized
in Income on Derivatives
 
Year Ended December 31, 2016 2015 2014  2018 2017 2016 
(millions)              

Derivative Type and Location of Gains (Losses)

   

Derivative type and location of gains (losses):

   

Commodity

      

Operating revenue

 $1  $6  $   $(11  $—  $1 

Total

 $1  $6  $   $(11  $—  $1 

 

 

NOTE 8. EARNINGS PER SHARE

The following table presents the calculation of Dominion’sDominion Energy’s basic and diluted EPS:

 

    2016   2015   2014 
(millions, except EPS)            

Net income attributable to Dominion

  $2,123   $1,899   $1,310 

Average shares of common stock outstanding-Basic

   616.4    592.4    582.7 

Net effect of dilutive securities(1)

   0.7    1.3    1.8 

Average shares of common stock outstanding-Diluted

   617.1    593.7    584.5 

Earnings Per Common Share-Basic

  $3.44   $3.21   $2.25 

Earnings Per Common Share-Diluted

  $3.44   $3.20   $2.24 
    2018   2017   2016 
(millions, except EPS)            

Net Income Attributable to Dominion Energy

  $2,447   $2,999   $2,123 

Average shares of common stock outstanding – Basic

   654.2    636.0    616.4 

Net effect of dilutive securities(1)

   0.7        0.7 

Average shares of common stock outstanding – Diluted

   654.9    636.0    617.1 

Earnings Per Common Share – Basic

  $3.74   $4.72   $3.44 

Earnings Per Common Share – Diluted

  $3.74   $4.72   $3.44 

 

(1)

Dilutive securities for 2018 consist primarily of forward sale agreements, effective April 2018 to December 2018. Dilutive securities for 2016 consist primarily of the 2013 Equity Units for 2016Units. See Notes 17 and 2015 and the 2013 Equity Units and contingently convertible senior notes for 2014. Dominion redeemed all of its contingently convertible senior notes in 2014. See Note 1719 for more information.

The 2014 Equity Units were excluded from the calculation of diluted EPS for the years ended December 31, 2016, 2015 and 2014, as the dilutive stock price threshold was not met. The 2016 Equity Units were excluded from the calculation of diluted EPS for the year ended December 31, 2016 as the dilutive stock price threshold was not met. The 2016 Equity Units were excluded from the calculation of diluted EPS for the years ended December 31, 2018, 2017 and 2016, as the dilutive stock price threshold was not met. See Note 17 for more information. The Dominion Energy Midstream convertible preferred units arewere potentially dilutive securities but had no effect on the calculation of diluted EPS for the yearyears ended December 31, 2018, 2017 and 2016. See Note 19 for more information.

 

 

    115137



Combined Notes to Consolidated Financial Statements, Continued

 

 

 

 

NOTE 9. INVESTMENTS

DOMINION ENERGY

Equity and Debt Securities

RABBI TRUST SECURITIES

Marketable equityEquity and debt securities and cash equivalents held in Dominion’sDominion Energy’s rabbi trusts and classified as trading totaled $104$111 million and $100$112 million at December 31, 20162018 and 2015,2017, respectively.

DECOMMISSIONING TRUST SECURITIES

Dominion Energy holds marketable equity and debt securities, (classified asavailable-for-sale), cash equivalents and cost method investments in nuclear decommissioning trust funds to fund future decommissioning costs for its nuclear plants. Dominion’sDominion Energy’s decommissioning trust funds are summarized below:

 

  

Amortized

Cost

   

Total

Unrealized

Gains(1)

   

Total

Unrealized

Losses(1)

 

Fair

Value

   

Amortized

Cost

   

Total

Unrealized

Gains

   

Total

Unrealized

Losses

 Fair
Value
 
(millions)                            

At December 31, 2016

       

Marketable equity securities:

       

December 31, 2018

       

Equity securities:(1)

       

U.S.

  $1,449    $1,408    $   $2,857     $1,741    $1,640    $(51)   $3,330 

Fixed income:

       

Fixed income securities:(2)

       

Corporate debt instruments

   435    5    (9)   431 

Government securities

   1,092    17    (12)   1,097 

Common/collective trust funds

   76           76 

Cash equivalents and other(3)

   4           4 

Total

   $3,348    $1,662    $(72)(4)    $4,938 

December 31, 2017

       

Equity securities:(2)

       

U.S.

   $1,569    $1,857    $ —  $3,426 

Fixed income securities:(2)

       

Corporate debt instruments

   478     13     (4  487     430    15    (1)  444 

Government securities

   978     22     (8  992     1,039    27    (5)  1,061 

Common/collective trust funds

   67              67     60          60 

Cost method investments

   69              69     68          68 

Cash equivalents and other(2)

   12              12  

Cash equivalents and other(3)

   34          34 

Total

  $3,053    $1,443    $(12)(3)  $4,484     $3,200    $1,899    $  (6)(4)   $5,093 

At December 31, 2015

       

Marketable equity securities:

       

U.S.

  $1,354    $1,217    $   $2,571  

Fixed income:

       

Corporate debt instruments

   436     11     (7 440  

Government securities

   962     30     (4 988  

Common/collective trust funds

   100             100  

Cost method investments

   70             70  

Cash equivalents and other(2)

   14             14  

Total

  $2,936    $1,258    $(11)(3)  $4,183  

 

(1)

IncludedEffective January 2018, unrealized gains and losses on equity securities, including those previously classified as cost method investments, are included in other income and the nuclear decommissioning trust regulatory liability as discussed in Note 2.

(2)

Unrealized gains and losses on equity securities (for 2017) and fixed income securities are included in AOCI and the nuclear decommissioning trust regulatory liability as discussed in Note 2.

(2)(3)

Includes pending sales of securities of $9 million and $12$5 million at December 31, 2016 and 2015, respectively.2017.

(3)(4)

The fair value of securities in an unrealized loss position was $576$833 million and $592$565 million at December 31, 20162018 and 2015,2017, respectively.

 

The portion of unrealized gains and losses that relates to equity securities held within Dominion Energy’s nuclear decommissioning trusts is summarized below:

    Twelve
Months Ended
December 31,
2018
 
(millions)    

Net losses recognized during the period

  $(245

Less: Net gains recognized during the period on securities sold during the period

   (58

Unrealized losses recognized during the period on securities still held at December 31, 2018(1)

  $(303

(1)

Included in other income and the nuclear decommissioning trust regulatory liability as discussed in Note 2.

The fair value of Dominion’s marketableDominion Energy’s debt securities with readily determinable fair values held in nuclear decommissioning trust funds at December 31, 20162018 by contractual maturity is as follows:

 

  Amount   Amount 
(millions)        

Due in one year or less

  $192    $167 

Due after one year through five years

   418     389 

Due after five years through ten years

   368     376 

Due after ten years

   568     672 

Total

  $1,546    $1,604 

138


Presented below is selected information regarding Dominion’s marketableDominion Energy’s equity and debt securities with readily determinable fair values held in nuclear decommissioning trust funds:funds.

 

Year Ended December 31,  2016   2015   2014   2018   2017   2016 
(millions)                        

Proceeds from sales

  $1,422    $1,340    $1,235    $1,804   $1,831   $1,422 

Realized gains(1)

   128     219     171     140    166    128 

Realized losses(1)

   55     84     30     91    71    55 

 

(1)

Includes realized gains and losses recorded to the nuclear decommissioning trust regulatory liability as discussed in Note 2.

116



Dominion Energy recorded other-than-temporary impairment losses on investments held in nuclear decommissioning trust funds as follows:

 

Year Ended December 31,  2016 2015 2014   2018 2017 2016 
(millions)                

Total other-than-temporary impairment losses(1)

  $51   $66   $21    $30  $44  $51 

Losses recorded to nuclear decommissioning trust regulatory liability

   (16 (26 (5

Losses recorded to the nuclear decommissioning trust regulatory liability

     (16 (16

Losses recognized in other comprehensive income (before taxes)

   (12 (9 (3   (30 (5 (12

Net impairment losses recognized in earnings

  $23   $31   $13    $  $23  $23 

 

(1)

Amounts include other-than-temporary impairment losses for debt securities of $13 million, $9$5 million and $3$13 million at December 31, 2017 and 2016, 2015 and 2014, respectively.

VIRGINIA POWER

Virginia Power holds marketable equity and debt securities, (classified asavailable-for-sale), cash equivalents and cost method investments in nuclear decommissioning trust funds to fund future decommissioning costs for its nuclear plants. Virginia Power’s decommissioning trust funds are summarized below:

 

    

Amortized

Cost

   

Total

Unrealized

Gains(1)

   

Total

Unrealized

Losses(1)

  

Fair

Value

 
(millions)               

At December 31, 2016

       

Marketable equity securities:

       

U.S.

  $677    $624    $   $1,301  

Fixed income:

       

Corporate debt instruments

   274     6     (4  276  

Government securities

   420     9     (2  427  

Common/collective trust funds

   26              26  

Cost method investments

   69              69  

Cash equivalents and other(2)

   7              7  

Total

  $1,473    $639    $(6)(3)  $2,106  

At December 31, 2015

       

Marketable equity securities:

       

U.S.

  $633    $528    $   $1,161  

Fixed income:

       

Corporate debt instruments

   238     5     (5  238  

Government securities

   421     15     (2  434  

Common/collective trust funds

   34              34  

Cost method investments

   70              70  

Cash equivalents and other(2)

   8              8  

Total

  $1,404    $548    $(7)(3)  $1,945  

    

Amortized

Cost

   

Total

Unrealized

Gains

   

Total

Unrealized

Losses

  

Fair

Value

 
(millions)               

December 31, 2018

       

Equity securities:(1)

       

U.S.

   $858    $751    $(24  $1,585 

Fixed income securities:(2)

       

Corporate debt instruments

   224    2    (5  221 

Government securities

   504    7    (5  506 

Common/collective trust funds

   51           51 

Cash equivalents and other(3)

   6           6 

Total

   $1,643    $760    $(34)(4)    $2,369 

December 31, 2017

       

Equity securities:(2)

       

U.S.

   $   734    $831    $—   $1,565 

Fixed income securities:(2)

       

Corporate debt instruments

   216    8       224 

Government securities

   482    13    (2  493 

Common/collective trust funds

   27           27 

Cost method investments

   68           68 

Cash equivalents and other(3)

   22           22 

Total

   $1,549    $852    $(2)(4)   $2,399 
(1)

IncludedEffective January 2018, unrealized gains and losses on equity securities, including those previously classified as cost method investments, are included in other income and the nuclear decommissioning trust regulatory liability as discussed in Note 2.

(2)

Unrealized gains and losses on equity securities (for 2017) and fixed income securities are included in AOCI and the nuclear decommissioning trust regulatory liability as discussed in Note 2.

(2)(3)

Includes pending sales of securities of $7 million and $8$6 million at both December 31, 20162018 and 2015, respectively.2017.

(3)(4)

The fair value of securities in an unrealized loss position was $287$404 million and $281$234 million at December 31, 20162018 and 2015,2017, respectively.

The portion of unrealized gains and losses that relates to equity securities held within Virginia Power’s nuclear decommissioning trusts is summarized below:

   Twelve
Months Ended
December 31,
2018
 
(millions)   

Net losses recognized during the period

 $(105

Less: Net gains recognized during the period on securities sold during the period

  (32

Unrealized losses recognized during the period on securities still held at December 31, 2018(1)

 $(137

(1)

Included in other income and the nuclear decommissioning trust regulatory liability as discussed in Note 2.

The fair value of Virginia Power’s marketable debt securities with readily determinable fair values held in nuclear decommissioning trust funds at December 31, 2016,2018, by contractual maturity is as follows:

 

  Amount   Amount 
(millions)        

Due in one year or less

  $55    $54 

Due after one year through five years

   181     156 

Due after five years through ten years

   208     210 

Due after ten years

   285     358 

Total

  $729    $778 

Presented below is selected information regarding Virginia Power’s marketable equity and debt securities with readily determinable fair values held in nuclear decommissioning trust funds.

 

Year Ended December 31,  2016   2015   2014   2018   2017   2016 
(millions)                        

Proceeds from sales

  $733    $639    $549    $887   $849   $733 

Realized gains(1)

   63     110     73     60    75    63 

Realized losses(1)

   27     43     12     27    30    27 

 

(1)

Includes realized gains and losses recorded to the nuclear decommissioning trust regulatory liability as discussed in Note 2.

139


Combined Notes to Consolidated Financial Statements, Continued

Virginia Power recorded other-than-temporary impairment losses on investments held in nuclear decommissioning trust funds as follows:

 

Year Ended December 31,  2016 2015 2014   2018 2017 2016 
(millions)                

Total other-than-temporary impairment losses(1)

  $26   $36   $8    $15  $20  $26 

Losses recorded to nuclear decommissioning trust regulatory liability

   (16 (26 (4

Losses recorded in other comprehensive income (before taxes)

   (7 (6 (2

Losses recorded to the nuclear decommissioning trust regulatory liability

     (16 (16

Losses recognized in other comprehensive income (before taxes)

   (15 (2 (7

Net impairment losses recognized in earnings

  $3   $4   $2    $  $2  $3 

 

(1)

Amounts include other-than-temporary impairment losses for debt securities of $8 million, $6$2 million and $2$8 million at December 31, 2017 and 2016 2015 and 2014,, respectively.

Equity Method Investments

DOMINIONEQUITYNERGYAND MDETHODOMINION IENVESTMENTSNERGY GAS

Dominion and Dominion Gas

Investments that Dominion Energy and Dominion Energy Gas account for under the equity method of accounting are as follows:

 

Company Ownership% Investment
Balance
 Description  Ownership% Investment
Balance
 Description 
As of December 31,    2016 2015        2018 2017    
(millions)                  

Dominion

    

Dominion Energy

    

Atlantic Coast Pipeline

 48 $820  $382  Gas transmission system 

Blue Racer

  50 $677   $661    
 
Midstream gas and
related services
  
  
  50     691   

Midstream gas and

    related services

 

 

Iroquois

  50%(1)   316    324   Gas transmission system   50%(1)   302  311  Gas transmission system 

Atlantic Coast Pipeline

 48  256   59   Gas transmission system  

Fowler Ridge

  50  116    125    
 
Wind-powered merchant
generation facility
  
  
  50  82   81   

Wind-powered merchant

    generation facility

 

 

NedPower

  50  112    119    
 
Wind-powered merchant
generation facility
  
  

Other

  various    84    32   

Other(2)

  various   74   79  

Total

   $1,561   $1,320      $1,278  $1,544  

Dominion Gas

    

Dominion Energy Gas

    

Iroquois

  24.07 $98   $102   Gas transmission system    24.07 $91  $95  Gas transmission system 

Total

   $98   $102      $91  $95  

 

(1)

Comprised of Dominion Energy Midstream’s interest of 25.93% and Dominion Energy Gas’ interest of 24.07%. See Note 15 for more information.

(2)
117

Liability of less than $1 million and $17 million associated with NedPower recorded to other deferred credits and other liabilities, on the Consolidated Balance Sheets as of December 31, 2018 and 2017, respectively. See additional discussion of NedPower below.



Combined Notes to Consolidated Financial Statements, Continued

Dominion’sDominion Energy’s equity earnings on its investments totaled $197 million, $14 million and $111 million $56 millionin 2018, 2017 and $46 million2016, respectively, included in 2016, 2015 and 2014, respectively.other income in Dominion Energy’s Consolidated Statements of Income. Dominion Energy received distributions from these investments of $209 million, $419 million and $104 million $83 millionin 2018, 2017 and $60 million in 2016, 2015, and 2014, respectively. As of December 31, 20162018 and 2015,2017, the carrying amount of Dominion’sDominion Energy’s investments exceeded its share of underlying equity in net assets by $260$161 million and $234$249 million, respectively. TheseAt December 31, 2018 these differences are comprised at December 31, 2016of $146 million of equity method goodwill that is not being amortized and 2015, of $84$15 million and $72 million, respectively, related to basis differences from Dominion’sDominion Energy’s investments in Blue Racer and wind projects, which are being amortized over the useful lives of the underlying assets, and in Atlantic Coast Pipeline, which is being amortized over the term of its credit facility. At December 31, 2017 these differences are

comprised of $176 million and $162 million, respectively, reflectingof equity method goodwill that is not being amortized.and $73 million related to basis differences from Dominion Energy’s investments in Blue Racer and wind projects, and in Atlantic Coast Pipeline.

Dominion Energy Gas’ equity earnings on its investment totaled $21$24 million $23 millionin 2018 and $21 million in 2016, 20152017 and 2014, respectively.2016. Dominion Energy Gas received distributions from its investment of $28 million, $24 million and $22 million $28 millionin 2018, 2017 and $20 million in 2016, 2015, and 2014, respectively. As of December 31, 20162018 and 2015,2017, the carrying amount of Dominion Energy Gas’ investment exceeded its share of underlying equity in net assets by $8 million. The difference reflects equity method goodwill and is not being amortized. In May 2016, Dominion Energy Gas sold 0.65% of the noncontrolling partnership interest in Iroquois to TransCanada for approximately $7 million, which resulted in a $5 million ($3 millionafter-tax) gain, included in other income in Dominion Gas’ Consolidated Statements of Income.

Equity earnings are recorded in other income in Dominion’s and DominionEnergy Gas’ Consolidated Statements of Income.

BDLUEOMINION REACERNERGY

In December 2012, Dominion formed a joint venture with Caiman to provide midstream services to natural gas producers operating in the Utica Shale region in Ohio and portions of Pennsylvania. Blue Racer is an equal partnership between Dominion and Caiman, with Dominion contributing midstream assets and Caiman contributing private equity capital.

In March 2014, Dominion Gas sold the Northern System to an affiliate, that subsequently sold the Northern System to Blue Racer for consideration of $84 million. Dominion Gas’ consideration consisted of $17 million in cash proceeds and the extinguishment of affiliated current borrowings of $67 million and Dominion’s consideration consisted of cash proceeds of $84 million. The sale resulted in a gain of $59 million ($35 millionafter-tax for Dominion Gas and $34 millionafter-tax for Dominion) net of a $3 millionwrite-off of goodwill, and is included in other operations and maintenance expense in both Dominion Gas’ and Dominion’s Consolidated Statements of Income.

In December 2016, Dominion Gas repurchased a portion of the Western System from Blue Racer for $10 million, which is included in property, plant and equipment in Dominion Gas’ Consolidated Balance Sheets.

Dominion

ATLANTIC COAST PIPELINE

In September 2014, Dominion Energy, along with Duke and Southern Company Gas, (formerly known as AGL Resources Inc.), announced the formation of Atlantic Coast Pipeline. The Atlantic Coast Pipeline partnership agreement includes provisions to allow Dominion Energy an option to purchase additional ownership interest in Atlantic Coast Pipeline to maintain a leading ownership percentage. In October 2016, Dominion Energy purchased an additional 3% membership interest in Atlantic Coast Pipeline from Duke for $14 million. TheAs of December 31, 2018, the members which are subsidiaries of the above-referenced parent companies, hold the following membership interests: Dominion Energy, 48%; Duke, 47%; and Southern Company Gas, (formerly known as AGL Resources Inc.), 5%.

Atlantic Coast Pipeline is focused on constructing an approximately600-mile natural gas pipeline running from West Virginia through Virginia to North Carolina. Subsidiaries and affiliates of all three members plan to be customers of the pipeline under20-year contracts. Public Service Company of North Carolina, Inc. also plans to be a customer of the pipeline under a20-year contract. Atlantic Coast Pipeline is considered an equity method investment as Dominion Energy has the ability to exercise significant influence, but not control, over the investee. See Note 15 for more information.

DETI provides services to Atlantic Coast Pipeline which totaled $203 million, $129 million and $95 million in 2018, 2017 and 2016, respectively, included in operating revenue in Dominion Energy and Dominion Energy Gas’ Consolidated Statements of Income. Amounts receivable related to these services were $13 million and $12 million at December 31, 2018 and 2017, respectively, composed entirely of accrued unbilled revenue, included in other receivables in Dominion Energy and Dominion Energy Gas’ Consolidated Balance Sheets.

In October 2017, Dominion Energy entered into a guarantee agreement to support a portion of Atlantic Coast Pipeline’s obligation under its credit facility. See Note 22 for more information.

Dominion Energy contributed $414 million, $310 million and $184 million during 2018, 2017 and 2016, respectively, to Atlantic Coast Pipeline.

Dominion Energy received distributions of $36 million and $270 million during 2018 and 2017, respectively, from Atlantic Coast Pipeline. No distributions were received in 2016.

 

 

118140    


 



 

During the third and fourth quarters of 2018, a FERC stop work order together with delays in obtaining permits necessary for construction along with construction delays due to judicial actions impacted the cost and schedule for the project. As a result project cost estimates have increased from between $6.0 billion to $6.5 billion to between $7.0 billion to $7.5 billion, excluding financing costs. Atlantic Coast Pipeline expects to achieve a late 2020 in-service date for at least key segments of the project, while the remainder may extend into early 2021. Alternatively, if it takes longer to resolve the judicial issues, such as through appeal to the Supreme Court of the U.S., full in-service could extend to the end of 2021 with total project cost estimated to increase an additional $250 million, resulting in total project cost estimates of $7.25 billion to $7.75 billion excluding financing costs. Abnormal weather, work delays (including due to judicial or regulatory action) and other conditions may result in further cost or schedule modifications in the future, which could result in a material impact to Dominion Energy’s cash flows, financial position and/or results of operations.

BLUE RACER

In December 2012, Dominion Energy formed a joint venture with Caiman to provide midstream services to natural gas producers operating in the Utica Shale region in Ohio and portions of Pennsylvania. Blue Racer was an equal partnership between Dominion Energy and Caiman, with Dominion Energy contributing midstream assets and Caiman contributing private equity capital.

In December 2016, Dominion Energy Gas repurchased a portion of the Western System from Blue Racer for $10 million.

In December 2018, Dominion Energy sold its 50% limited partnership interest in Blue Racer forup-front cash consideration of $1.05 billion and additional consideration of $150 million, subject to increase for interest costs effective March 2019, payable upon the purchaser’s availability of cash. The additional consideration was recorded at a fair value of $150 million on the date of sale following a discounted cash flow model and is included within other receivables in the Consolidated Balance Sheets at December 31, 2018. The valuation is considered a Level 3 fair value measurement due to the use of judgment and unobservable inputs, including projected timing and amount of future cash flows and a discount rate reflecting risks inherent in the future cash flows. As a result of the sale, Dominion Energy recognized a gain of $546 million ($390 millionafter-tax), included in other income in its Consolidated Statements of Income. Also, the purchaser agreed to pay additional consideration contingent upon the achievement of certain financial performance milestones of Blue Racer from 2019 through 2021. Pursuant to the purchase agreement, the aggregate will not exceed $300 million, which represents a gain contingency, and, as a result, Dominion Energy will not recognize any additional gain unless such consideration is realizable.

FOWLER RIDGE & NEDPOWER

In the fourth quarter of 2017, Dominion Energy recorded a charge of $126 million ($76 millionafter-tax) in other income in

its Consolidated Statements of Income reflecting its share of a long-lived asset impairment of property, plant and equipment recorded by NedPower, which resulted in losses in excess of Dominion Energy’s investment balance. Dominion Energy recorded the excess losses due to its commitment to provide further financial support for NedPower, resulting in a liability of $17 million at December 31, 2017, recorded to other deferred credits and other liabilities, on the Consolidated Balance Sheets.

As a result of the impairment recorded by NedPower, Dominion Energy evaluated its equity method investment in Fowler Ridge, a similar wind-powered merchant generation facility, determined its fair value was other than-temporarily impaired and recorded an impairment charge of $32 million ($20 millionafter-tax) in other income in its Consolidated Statements of Income. The fair value of $81 million was estimated using a discounted cash flow method and is considered a Level 3 fair value measurement due to the use of significant unobservable inputs related to the timing and amount of future equity distributions based on the investee’s future wind generation and operating costs.

OTHER – CATALYST OLD RIVER HYDROELECTRIC LIMITED PARTNERSHIP

In September 2018, Dominion Energy completed the sale of its 25% limited partnership interest in Catalyst Old River Hydroelectric Limited Partnership and received proceeds of $91 million. The sale resulted in a gain of $87 million ($63 millionafter-tax), which is included in other income in Dominion Energy’s Consolidated Statement of Income.

 

NOTE 10. PROPERTY, PLANTAND EQUIPMENT

Major classes of property, plant and equipment and their respective balances for the Companies are as follows:

 

At December 31,  2016   2015   2018   2017 
(millions)                

Dominion

    

Dominion Energy

    

Utility:

        

Generation

  $17,147   $15,656   $19,250   $17,602 

Transmission

   14,315    11,461    16,669    15,335 

Distribution

   16,381    13,128    18,549    17,408 

Storage

   2,814    2,460    2,905    2,887 

Nuclear fuel

   1,537    1,464    1,626    1,599 

Gas gathering and processing

   216    799    307    219 

Oil and gas

   1,652        1,763    1,720 

General and other

   1,450    927    1,476    1,514 

Plant under construction

   6,254    5,550    2,385    7,765 

Total utility

   61,766    51,445    64,930    66,049 

Nonutility:

        

Merchant generation-nuclear

   1,419    1,339    1,550    1,452 

Merchant generation-other

   4,149    2,683    3,802    4,992 

Nuclear fuel

   897    938    1,025    968 

Gas gathering and processing

   619        185    630 

LNG facility

   3,977     

Other-including plant under construction

   706    1,371    1,109    732 

Total nonutility

   7,790    6,331    11,648    8,774 

Total property, plant and equipment

  $69,556   $57,776   $76,578   $74,823 

Virginia Power

    

Utility:

    

Generation

  $17,147   $15,656 

Transmission

   7,871    6,963 

Distribution

   10,573    10,048 

Nuclear fuel

   1,537    1,464 

General and other

   745    709 

Plant under construction

   2,146    2,793 

Total utility

   40,019    37,633 

Nonutility-other

   11    6 

Total property, plant and equipment

  $40,030   $37,639 

Dominion Gas

    

Utility:

    

Transmission

  $4,231   $3,804 

Distribution

   3,019    2,765 

Storage

   1,627    1,583 

Gas gathering and processing

   198    797 

General and other

   184    165 

Plant under construction

   448    443 

Total utility

   9,707    9,557 

Nonutility:

    

Gas gathering and processing

  $619   $ 

Other-including plant under construction

   149    136 

Total nonutility

   768    136 

Total property, plant and equipment

  $10,475   $9,693 

141


Combined Notes to Consolidated Financial Statements, Continued

At December 31,  2018   2017 
(millions)        

Virginia Power

    

Utility:

    

Generation

  $19,250   $17,602 

Transmission

   9,392    8,332 

Distribution

   11,785    11,151 

Nuclear fuel

   1,626    1,599 

General and other

   821    794 

Plant under construction

   1,639    2,840 

Total utility

   44,513    42,318 

Nonutility-other

   11    11 

Total property, plant and equipment

  $44,524   $42,329 

Dominion Energy Gas

    

Utility:

    

Transmission

  $4,758   $4,732 

Distribution

   3,527    3,267 

Storage

   1,691    1,688 

Gas gathering and processing

   210    202 

General and other

   233    216 

Plant under construction

   494    293 

Total utility

   10,913    10,398 

Nonutility:

    

Gas gathering and processing

   185    630 

Other-including plant under construction

   140    145 

Total nonutility

   325    775 

Total property, plant and equipment

  $11,238   $11,173 

Jointly-Owned Power Stations

Dominion’sDominion Energy and Virginia Power’s proportionate share of jointly-owned power stations at December 31, 20162018 is as follows:

 

  

Bath

County

Pumped

Storage

Station(1)

 

North

Anna
Units 1
and 2(1)

 

Clover

Power

Station(1)

 Millstone
Unit 3(2)
   Bath
County
Pumped
Storage
Station(1)
 North
Anna
Units 1
and 2(1)
 Clover
Power
Station(1)
 Millstone
Unit 3(2)
 
(millions, except percentages)                    

Ownership interest

   60  88.4  50  93.5   60  88.4  50  93.5

Plant in service

  $1,052  $2,520  $586  $1,190    1,058   2,560   590   1,231 

Accumulated depreciation

   (585  (1,210  (219  (349   (639  (1,305  (240  (400

Nuclear fuel

      718      469       721      571 

Accumulated amortization of nuclear fuel

      (549     (366      (608     (423

Plant under construction

   8   69   4   51    6   103   9   66 

 

(1)

Units jointly owned by Virginia Power.

(2)

Unit jointly owned by Dominion.Dominion Energy.

Theco-owners are obligated to pay their share of all future construction expenditures and operating costs of the jointly-owned facilities in the same proportion as their respective ownership interest. Dominion Energy and Virginia Power report their share of operating costs in the appropriate operating expense (electric fuel and other energy-related purchases, other operations and maintenance, depreciation, depletion and amortization and other taxes, etc.) in the Consolidated Statements of Income.

Sale of Certain Retail Energy Marketing Assets

In October 2017, Dominion Energy entered into an agreement to sell certain assets associated with its nonregulated retail energy

marketing operations for total consideration of $143 million, subject to customary approvals and certain adjustments. In December 2017, the first phase of the agreement closed for $79 million, which resulted in the recognition of a $78 million ($48 millionafter-tax) benefit, included in gains on sales of assets in Dominion Energy’s Consolidated Statements of Income. In October 2018, the second phase of the agreement closed for $63 million, which resulted in the recognition of a $65 million ($49 millionafter-tax) benefit included in gains on sales of assets in Dominion Energy’s Consolidated Statements of Income. Pursuant to the agreement, Dominion Energy entered into a commission agreement with the buyer upon the first closing in December 2017 under which the buyer will pay a commission in connection with the right to use Dominion Energy’s brand in marketing materials and other services over aten-year term.

Sale of Certain Merchant Generation Facilities

In December 2018, Dominion Energy completed the sale of Fairless and Manchester for total consideration of $1.2 billion, subject to customary closing adjustments. Dominion Energy recognized a gain of $210 million ($198 millionafter-tax) included in gains on sales of assets in Dominion Energy’s Consolidated Statements of Income. The after-tax gain reflects Dominion Energy’s assessment andmore-likely-than-not conclusion that the utilization of state tax incentives will reduce the income tax expense associated with the sale of these facilities.

Acquisition of Solar Projects

In September 2017, Virginia Power entered into agreements to acquire two solar development projects in North Carolina. The first acquisition closed in October 2018. The facility commenced commercial operations in December 2018 at a cost of $140 million, including the initial acquisition cost. The second acquisition is expected to close prior to the project commencing commercial operations, which is expected by the end of 2019, and cost approximately $140 million once constructed, including the initial acquisition cost. The projects are expected to generate approximately 155 MW combined. Virginia Power anticipates claiming federal investment tax credits on these solar projects.

In February 2019, Virginia Power completed the acquisition of a solar development project in Virginia. The project is expected to commence commercial operations in the first quarter 2019, and cost approximately $37 million once constructed, including the initial acquisition cost. The project is expected to generate approximately 20 MW. Virginia Power anticipates claiming federal investment tax credits on this solar project.

In August 2018, Virginia Power entered into agreements to acquire two solar development projects in North Carolina and Virginia. The first acquisition is expected to close prior to the project commencing commercial operations, which is expected by the end of 2019, and cost approximately $120 million once constructed, including the initial acquisition cost. The second acquisition is expected to close prior to the project commencing commercial operations, which is expected by the end of 2020, and cost approximately $130 million, including the initial acquisition cost. The projects are expected to generate approximately 155 MW combined. Virginia Power anticipates claiming federal investment tax credits on these solar projects.

142


Assignment of Tower Rental Portfolio

Virginia Power rents space on certain of its electric transmission towers to various wireless carriers for communications antennas and other equipment. In March 2017, Virginia Power sold its rental portfolio to Vertical Bridge Towers II, LLC for $91 million in cash. The proceeds are subject to Virginia Power’s FERC-regulated tariff, under which it is required to return half of the proceeds to customers. Virginia Power recorded $6 million in operating revenue and $11 million in other income during 2018 and 2017, respectively, with $29 million remaining to be recognized ratably through 2023.

Assignments of Shale Development Rights

In December 2013, Dominion Energy Gas closed on agreements with two natural gas producers to convey over time approximately 100,000 acres of Marcellus Shale development rights underneath several of its natural gas storage fields. The agreements provideprovided for payments to Dominion Energy Gas, subject to customary adjustments, of approximately $200 million over a period of nine years, and an overriding royalty interest in gas produced from the acreage. In 2013, Dominion Energy Gas received approximately $100 million in cash proceeds, resulting in a $20 million ($12 millionafter-tax) gain, recorded to operations and maintenance expense in Dominion Gas’ Consolidated Statements of Income.proceeds. In 2014, Dominion Energy Gas received $16 million in additional cash proceeds resulting from post-closing adjustments. In March 2015, Dominion Energy Gas and one of the natural gas producers closed on an amendment to the agreement, which included the immediate conveyance of approximately 9,000 acres of Marcellus Shale development rights and atwo-year extension of the term of the original agreement. The conveyance of development rights resulted in the recognition of $43 million ($27 millionafter-tax) of previously deferred revenue to operations and maintenance expense in Dominion Energy Gas’ Consolidated Statements of Income. In April 2016, Dominion Energy Gas and the natural gas producer closed on an amendment to the agreement, which included the immediate conveyance of a 32% partial interest in the remaining approximately 70,000 acres. This conveyance resulted in the recognition of the remaining $35 million ($21 millionafter-tax) of previously deferred revenue to operations and maintenance expensegains on sales of assets in Dominion Energy Gas’ Consolidated Statements of Income. In August 2017, Dominion Energy Gas and the natural gas producer signed an amendment to the agreement, which included the finalization of contractual matters on previous conveyances, the conveyance of Dominion Energy Gas’ remaining 68% interest in approximately 70,000 acres and the elimination of Dominion Energy Gas’ overriding royalty interest in gas produced from all acreage. Dominion Energy Gas received total consideration of $130 million, with $65 million received in 2017 and $65 million received in September 2018 in connection with the final conveyance. As a result of this amendment, in 2017, Dominion Energy Gas recognized a $56 million ($33 millionafter-tax) gain included in gains on sales of assets in Dominion Energy Gas’ Consolidated Statements of Income associated with the finalization of the contractual matters on previous conveyances, a $9 million ($5 millionafter-tax) gain included in gains on sales of assets in Dominion Energy Gas’ Consolidated Statements of Income associated with the elimination of its overriding royalty interest and in 2018, a

$65 million ($47 millionafter-tax) gain included in gains on sales of assets in Dominion Energy Gas’ Consolidated Statements of Income associated with the final conveyance of acreage.

In November 2014, Dominion Energy Gas closed an agreement with a natural gas producer to convey over time approximately 24,000 acres of Marcellus Shale development rights underneath one of its natural gas storage fields. The agreement providesprovided for payments to

119



Combined Notes to Consolidated Financial Statements, Continued

Dominion Energy Gas, subject to customary adjustments, of approximately $120 million over a period of four years, and an overriding royalty interest in gas produced from the acreage. In November 2014, Dominion Energy Gas closed on the agreement and received proceeds of $60 million associated with an initial conveyance of approximately 12,000 acres, resulting in a $60 million ($36 millionafter-tax) gain, recorded to operations and maintenance expense in Dominion Gas’ Consolidated Statements of Income.acres. In connection with that agreement, in 2016, Dominion Energy Gas conveyed a 50% interest in approximately 4,000 acres of Marcellus Shale development rights and received proceeds of $10 million and an overriding royalty interest in gas produced from the acreage. These transactions resulted in a $10 million ($6 millionafter-tax) gain. The gains are includedIn July 2017, in other operations and maintenance expense inconnection with the existing agreement, Dominion Gas’ Consolidated Statements of Income.

In March 2015, DominionEnergy Gas conveyed to a natural gas produceran additional 50% interest in approximately 11,0002,000 acres of Marcellus Shale development rights underneath one of its natural gas storage fields and received proceeds of $27$5 million and an overriding royalty interest in gas produced from the acreage. This transaction resulted in a $27$5 million ($163 millionafter-tax) gain. The gains are included in gains on sales of assets in Dominion Energy Gas’ Consolidated Statements of Income. In January 2018, Dominion Energy Gas and the natural gas producer closed on an amendment to the agreement, which included the conveyance of Dominion Energy Gas’ remaining 50% interest in approximately 18,000 acres and the elimination of Dominion Energy Gas’ overriding royalty interest in gas produced from all acreage. Dominion Energy Gas received proceeds of $28 million, resulting in an approximately $28 million ($20 millionafter-tax) gain includedrecorded in other operations and maintenance expensegains on sales of assets in Dominion Energy Gas’ Consolidated Statements of Income.

In September 2015,March 2018, Dominion Energy Gas closed on an agreement with a natural gas producer to convey approximately 16,00011,000 acres of Utica and Point Pleasant Shale development rights underneath one of its natural gas storage fields. The agreement provided for a payment to Dominion Energy Gas, subject to customary adjustments, of $52 million and an overriding royalty interest in gas produced from the acreage.$16 million. In September 2015,March 2018, Dominion Energy Gas received cash proceeds of $52$16 million associated with the conveyance of the acreage, resulting in a $52$16 million ($2912 millionafter-tax) gain includedrecorded in other operations and maintenance expensegains on sales of assets in Dominion Energy Gas’ Consolidated Statements of Income.

In June 2018, Dominion Energy Gas closed an amendment to an agreement with a natural gas producer for the elimination of Dominion Energy Gas’ overriding royalty interest in gas produced from approximately 9,000 acres of Marcellus Shale development rights underneath one of its natural gas storage fields previously conveyed in December 2013. In June 2018, Dominion Energy Gas received proceeds of $6 million associated with the transaction, resulting in a $6 million ($4 millionafter-tax) gain recorded in gains on sales of assets in Dominion Energy Gas’ Consolidated Statements of Income.

 

143


Combined Notes to Consolidated Financial Statements, Continued

NOTE 11. GOODWILLAND INTANGIBLE ASSETS

Goodwill

The changes in Dominion’sDominion Energy and Dominion Energy Gas’ carrying amount and segment allocation of goodwill are presented below:

 

    

Dominion

Generation

  

Dominion

Energy

  DVP   

Corporate
and

Other(1)

   Total 
(millions)                  

Dominion

      

Balance at December 31, 2014(2)

  $1,422(3)  $696(3)  $926   $   $3,044 

DCG acquisition

      250(4)           250 

Balance at December 31, 2015(2)

  $1,422  $946  $926   $   $3,294 

Dominion Questar Combination

      3,105(4)           3,105 

Balance at December 31, 2016(2)

  $1,422  $4,051  $926   $   $6,399 

Dominion Gas

        

Balance at December 31, 2014(2)

  $  $542  $   $   $542 

No events affecting goodwill

                  

Balance at December 31, 2015(2)

  $  $542  $   $   $542 

No events affecting goodwill

                  

Balance at December 31, 2016(2)

  $  $542  $   $   $542 
   

Power

Generation

  

Gas

Infrastructure

  

Power

Delivery

  

Corporate

and
Other(1)

  Total 
(millions)               

Dominion Energy

 

   

Balance at December 31, 2016(2)

 $1,422  $   4,051  $926  $  $6,399 

Dominion Energy Questar Combination

     6(3)          6 

Balance at December 31, 2017(2)

 $1,422  $4,057  $926  $  $6,405 

Purchase Accounting Adjustment

     5         5 

Balance at December 31, 2018(2)

 $1,422  $4,062  $926  $  $6,410 

Dominion Energy Gas

 

    

Balance at December 31, 2016(2)

 $     —  $542  $  —  $  $   542 

No events affecting goodwill

               

Balance at December 31, 2017(2)

 $     —  $   542  $  —  $  $   542 

Purchase Accounting Adjustment

     5         5 

Balance at December 31, 2018(2)

 $     —  $   547  $  —  $  $   547 

 

(1)

Goodwill recorded at the Corporate and Other segment is allocated to the primary operating segments for goodwill impairment testing purposes.

(2)

Goodwill amounts do not contain any accumulated impairment losses.

(3)Recast to reflect nonregulated retail energy marketing operations in the Dominion Energy segment.
(4)

See Note 3 for discussion of Dominion’s acquisitions.3.

120



Other Intangible Assets

The Companies’ other intangible assets are subject to amortization over their estimated useful lives. Dominion’sDominion Energy’s amortization expense for intangible assets was $82 million, $80 million and $73 million $78 millionfor 2018, 2017 and $71 million for 2016, 2015 and 2014, respectively. In 2016,2018, Dominion Energy acquired $124$127 million of intangible assets, primarily representing software andright-of-use assets, with an estimated weighted-average amortization period of approximately 15 years. Amortization expense for Virginia Power’s intangible assets was $31 million for both 2018 and 2017 and $29 million $25 million and $24 million for 2016, 2015 and 2014, respectively.2016. In 2016,2018, Virginia Power acquired $40$49 million of intangible assets, primarily representing software, with an estimated weighted-average amortization period of 1211 years. Dominion Energy Gas’ amortization expense for intangible assets was $14 million for both 2018 and 2017 and $6 million $18 million and $17 million for 2016, 2015 and 2014, respectively.2016. In 2016,2018, Dominion Energy Gas acquired $20$14 million of intangible assets, primarily representing software andright-of-use

assets, with an estimated weighted-average amortization period of approximately 1210 years. The components of intangible assets are as follows:

 

  2018   2017 
At December 31,  2016   2015   Gross
Carrying
Amount
   Accumulated
Amortization
   Gross
Carrying
Amount
   Accumulated
Amortization
 
(millions)                
  

Gross

Carrying

Amount

   

Accumulated

Amortization

   

Gross

Carrying

Amount

   

Accumulated

Amortization

 
(millions)                

Dominion

        

Dominion Energy

        

Software, licenses and other

  $955   $337   $942   $372   $1,033   $363   $1,043   $358 

Total

  $955   $337   $942   $372 

Virginia Power

                

Software, licenses and other

  $326   $101   $301   $88   $384   $134   $347   $114 

Total

  $326   $101   $301   $88 

Dominion Gas

        

Dominion Energy Gas

        

Software, licenses and other

  $147   $49   $211   $128   $174   $65   $165   $56 

Total

  $147   $49   $211   $128 

Annual amortization expense for these intangible assets is estimated to be as follows:

 

  2017   2018   2019   2020   2021   2019   2020   2021   2022   2023 
(millions)                                        

Dominion

  $78   $67   $57   $45   $32 

Dominion Energy

  $67   $56   $44   $34   $23 

Virginia Power

  $29   $25   $22   $16   $9   $29   $23   $16   $12   $6 

Dominion Gas

  $13   $11   $10   $10   $9 

Dominion Energy Gas

  $14   $13   $12   $8   $7 

144


 

NOTE 12. REGULATORY ASSETS AANDND LIABILITIES

Regulatory assets and liabilities include the following:

 

At December 31,  2016   2015   2018   2017 
(millions)                

Dominion

    

Dominion Energy

    

Regulatory assets:

        

Deferred nuclear refueling outage costs(1)

  $71   $75 

Deferred cost of fuel used in electric generation(1)

  $174   $23 

Deferred rate adjustment clause costs(2)

   63    90    96    70 

Unrecovered gas costs(3)

   19    12 

Deferred cost of fuel used in electric generation(4)

       111 

Deferred nuclear refueling outage costs(3)

   69    54 

Unrecovered gas costs(4)

   14    38 

Other

   91    63    143    109 

Regulatory assets-current

   244    351    496    294 

Unrecognized pension and other postretirement benefit costs(5)

   1,401    1,015    1,497    1,336 

Deferred rate adjustment clause costs(2)

   329    295    329    401 

PJM transmission rates(6)

   192    192 

Derivatives(7)

   174    110 

Income taxes recoverable through future rates(8)

   123    126 

Utility reform legislation(9)

   99    65 

Utility reform legislation(6)

   204    147 

PJM transmission rates(7)

   192    222 

Derivatives(8)

   184    223 

Deferred cost of fuel used in electric generation(1)

   83     

Other

   155    62    187    151 

Regulatoryassets-non-current

   2,473    1,865 

Regulatory assets-noncurrent

   2,676    2,480 

Total regulatory assets

  $2,717   $2,216   $3,172   $2,774 

Regulatory liabilities:

        

Deferred cost of fuel used in electric generation(4)

  $61   $ 

PIPP(10)

   28    46 

Provision for future cost of removal and AROs(9)

  $117   $101 

Cost-of-service impact of 2017 Tax Reform Act(10)

   104     

Reserve for rate credits to electric utility customers(11)

   71     

Other

   74    54    64    92 

Regulatory liabilities-current

   163    100 

Provision for future cost of removal and AROs(11)

   1,427    1,120 

Nuclear decommissioning trust(12)

   902    804 

Derivatives(7)

   69    79 

Deferred cost of fuel used in electric generation(4)

   14    97 

Regulatory liabilities-current(12)

   356    193 

Income taxes refundable through future rates(13)

   4,071    4,058 

Provision for future cost of removal and AROs(9)

   1,409    1,384 

Nuclear decommissioning trust(14)

   1,070    1,121 

Derivatives(8)

   25    69 

Other

   210    185    265    284 

Regulatoryliabilities-non-current

   2,622    2,285 

Regulatory liabilities-noncurrent

   6,840    6,916 

Total regulatory liabilities

  $2,785   $2,385   $7,196   $7,109 

Virginia Power

        

Regulatory assets:

        

Deferred nuclear refueling outage costs(1)

  $71   $75 

Deferred cost of fuel used in electric generation(1)

  $174   $23 

Deferred rate adjustment clause costs(2)

   51    80    78    56 

Deferred cost of fuel used in electric generation(4)

       111 

Deferred nuclear refueling outage costs(3)

   69    54 

Other

   57    60    103    72 

Regulatory assets-current

   179    326    424    205 

Deferred rate adjustment clause costs(2)

   246    213    230    312 

PJM transmission rates(6)

   192    192 

Derivatives(7)

   133    110 

Income taxes recoverable through future rates(8)

   76    97 

PJM transmission rates(7)

   192    222 

Derivatives(8)

   151    190 

Deferred cost of fuel used in electric generation(1)

   83     

Other

   123    55    81    86 

Regulatoryassets-non-current

   770    667 

Regulatory assets-noncurrent

   737    810 

Total regulatory assets

  $949   $993   $1,161   $1,015 

Regulatory liabilities:

        

Deferred cost of fuel used in electric generation(4)

  $61   $ 

Cost-of-service impact of 2017 Tax Reform Act(10)

  $95   $ 

Provision for future cost of removal(9)

   92    80 

Reserve for rate credits to customers(11)

   71     

Other

   54    35    41    47 

Regulatory liabilities-current

   115    35    299    127 

Provision for future cost of removal(11)

   946    890 

Nuclear decommissioning trust(12)

   902    804 

Derivatives(7)

   69    79 

Deferred cost of fuel used in electric generation(4)

   14    97 

Income taxes refundable through future rates(13)

   2,579    2,581 

Nuclear decommissioning trust(14)

   1,070    1,121 

Provision for future cost of removal(9)

   940    915 

Derivatives(8)

   25    69 

Other

   31    59    33    74 

Regulatoryliabilities-non-current

   1,962    1,929 

Regulatory liabilities-noncurrent

   4,647    4,760 

Total regulatory liabilities

  $2,077   $1,964   $4,946   $4,887 

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Combined Notes to Consolidated Financial Statements, Continued

At December 31,  2016   2015   2018   2017 
(millions)                

Dominion Gas

    

Dominion Energy Gas

    

Regulatory assets:

        

Unrecovered gas costs(3)

  $12    $11  

Deferred rate adjustment clause costs(2)

  $18   $14 

Unrecovered gas costs(4)

   9    8 

Other

   2    4 

Regulatory assets-current(16)

   29    26 

Unrecognized pension and other postretirement benefit costs(5)

   392    258 

Utility reform legislation(6)

   204    147 

Deferred rate adjustment clause costs(2)

   12     10     99    89 

Other

   2     2     32    17 

Regulatory assets-current

   26     23  

Unrecognized pension and other postretirement benefit costs(5)

   358     282  

Utility reform legislation(9)

   99     65  

Deferred rate adjustment clause costs(2)

   79     82  

Income taxes recoverable through future rates(8)

   23     20  

Other

   18       

Regulatoryassets-non-current

   577     449  

Regulatory assets-noncurrent

   727    511 

Total regulatory assets

  $603    $472    $756   $537 

Regulatory liabilities:

        

PIPP(10)

  $28    $46  

Provision for future cost of removal and AROs(9)

  $14   $13 

PIPP(15)

   3    20 

Other

   7     9     4    5 

Regulatory liabilities-current

   35     55  

Provision for future cost of removal and AROs(11)

   174     170  

Regulatory liabilities-current(12)

   21    38 

Income taxes refundable through future rates(13)

   1,011    998 

Provision for future cost of removal and AROs(9)

   158    160 

Cost-of-service impact of 2017 Tax Reform Act(10)

   19     

Other

   45     31     97    69 

Regulatoryliabilities-non-current

   219     201  

Regulatory liabilities-noncurrent

   1,285    1,227 

Total regulatory liabilities

  $254    $256    $1,306   $1,265 

 

 (1)

Reflects deferred fuel expenses for the Virginia and North Carolina jurisdictions of Dominion Energy and Virginia Power’s generation operations. See Note 13 for more information.

 (2)

Primarily reflects deferrals under the electric transmission FERC formula rate and the deferral of costs associated with certain current and prospective rider projects net of income taxes refundable from the 2017 Tax Reform Act for Virginia Power and deferrals of costs associated with certain current and prospective rider projects for Dominion Energy Gas. See Note 13 for more information.

 (3)

Legislation enacted in Virginia in April 2014 requires Virginia Power to defer operation and maintenance costs incurred in connection with the refueling of any nuclear-powered generating plant. These deferred costs will be amortized over the refueling cycle, not to exceed 18 months.

 (2)(4)Primarily reflects deferrals under the electric transmission FERC formula rate and the deferral of costs associated with certain current and prospective rider projects for Virginia Power and deferrals of costs associated with certain current and prospective rider projects for Dominion Gas. See Note 13 for more information.
 (3)

Reflects unrecovered or overrecovered gas costs at regulated gas operations, which are recovered or refunded through filings with the applicable regulatory authority.

 (4)Reflects deferred fuel expenses for the Virginia and North Carolina jurisdictions of Dominion’s and Virginia Power’s generation operations. See Note 13 for more information.

 (5)

Represents unrecognized pension and other postretirement employee benefit costs expected to be recovered through future rates generally over the expected remaining service period of plan participants by certain of Dominion’sDominion Energy and Dominion Energy Gas’ rate-regulated subsidiaries.

 (6)Reflects amount related to the PJM transmission cost allocation matter. See Note 13 for more information.
 (7)As discussed under Derivative Instruments in Note 2, for jurisdictions subject to cost-based rate regulation, changes in the fair value of derivative instruments result in the recognition of regulatory assets or regulatory liabilities as they are expected to be recovered from or refunded to customers.
 (8)Amounts to be recovered through future rates to pay income taxes that become payable when rate revenue is provided to recover AFUDC-equity and depreciation of property, plant and equipment for which deferred income taxes were not recognized for ratemaking purposes, including amounts attributable to tax rate changes.
 (9)

Ohio legislation under House Bill 95, which became effective in September 2011. This law updates natural gas legislation by enabling gas companies to include moreup-to-date cost levels when filing rate cases. It also allows gas companies to seek approval of capital expenditure plans under which gas companies can recognize carrying costs on associated capital investments placed in service and can defer the carrying costs plus depreciation and property tax expenses for recovery from ratepayers in the future.

(10) (7)

Under PIPP, eligible customers can make reduced payments based on their abilityReflects amounts related to pay. The difference between the customer’s total bill and the PIPP plan amount is deferred and collected or returned annually under the PIPP rate adjustment clause according to East Ohio tariff provisions.PJM transmission cost allocation matter. See Note 13 for more information.

(11) (8)

As discussed under Derivative Instruments in Note 2, for jurisdictions subject to cost-based rate regulation, changes in the fair value of derivative instruments result in the recognition of regulatory assets or regulatory liabilities as they are expected to be recovered from or refunded to customers.

 (9)

Rates charged to customers by the Companies’ regulated businesses include a provision for the cost of future activities to remove assets that are expected to be incurred at the time of retirement.

(10)

Balance refundable to customers related to the decrease in revenue requirements for recovery of income taxes at the Companies’ regulated electric generation and electric and natural gas distribution operations. See Note 13 for more information.

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Combined Notes to Consolidated Financial Statements, Continued

(11)

Charge associated with Virginia legislation enacted in March 2018 that requiresone-time rate credits of certain amounts to utility customers. See Note 13 for more information.

(12)

Current regulatory liabilities are presented in other current liabilities in Dominion Energy and Dominion Energy Gas’ Consolidated Balance Sheets.

(13)

Amounts recorded to pass the effect of reduced income tax rates from the 2017 Tax Reform Act to customers in future periods, which will reverse at the weighted average tax rate that was used to build the reserves over the remaining book life of the property, net of amounts to be recovered through future rates to pay income taxes that become payable when rate revenue is provided to recover AFUDC-equity.

(14)

Primarily reflects a regulatory liability representing amounts collected from Virginia jurisdictional customers and placed in external trusts (including income, losses and changes in fair value thereon) for the future decommissioning of Virginia Power’s utility nuclear generation stations, in excess of the related AROs.

(15)

Under PIPP, eligible customers can make reduced payments based on their ability to pay. The difference between the customer’s total bill and the PIPP plan amount is deferred and collected or returned annually under the PIPP rider according to East Ohio tariff provisions. See Note 13 for more information.

(16)

Current regulatory assets are presented in other current assets in Dominion Energy Gas’ Consolidated Balance Sheets.

At December 31, 2016, $3032018, $396 million of Dominion’s, $230Dominion Energy’s, $300 million of Virginia Power’s and $31$12 million of Dominion Energy Gas’ regulatory assets represented past expenditures on which they do not currently earn a return. With the exception of the $192 million PJM transmission cost allocation matter, the majority of these expenditures are expected to be recovered within the next two years.

 

 

NOTE 13. REGULATORY MATTERS

Regulatory Matters Involving Potential Loss Contingencies

As a result of issues generated in the ordinary course of business, the Companies are involved in various regulatory matters. Certain regulatory matters may ultimately result in a loss; however, as such matters are in an initial procedural phase, involve uncertainty as to the outcome of pending reviews or orders, and/or involve significant factual issues that need to be resolved, it is not possible for the Companies to estimate a range of possible loss. For regulatory matters for whichthat the Companies cannot estimate, a range of possible loss, a statement to this effect is made in the description of the matter. Other matters may have progressed sufficiently through the regulatory process such that the Companies are able to estimate a range of possible loss. For regulatory matters for whichthat the Companies are able to reasonably estimate a range of possible losses, an estimated range of possible loss is provided, in excess of the accrued liability (if any) for such matters. Any estimated range is based on currently available information, involves elements of judgment and significant uncertainties and may not represent the Companies’ maximum possible loss exposure. The circumstances of such regulatory matters will change from time to time and actual results may vary significantly from the current estimate. For current matters not specifically reported below, management does not anticipate that the outcome from such matters would have a material effect on the Companies’ financial position, liquidity or results of operations.

FERC—FERCELECTRIC

Under the Federal Power Act, FERC regulates wholesale sales and transmission of electricity in interstate commerce by public utilities. Dominion’sutil-

ities. Virginia Power purchases and sells electricity in the PJM wholesale market and sells electricity to wholesale purchasers in Virginia and North Carolina. Dominion Energy’s merchant generators sell electricity in the PJM, MISO, CAISO andISO-NE wholesale markets, and to wholesale purchasers in the states of Virginia, North Carolina, Indiana, Connecticut, Tennessee, Georgia, California, South Carolina and Utah, under Dominion’sDominion Energy’s market-based sales tariffs authorized by FERC or pursuant to FERC authority to sell as a qualified facility. Virginia Power purchases and, under its FERC market-based rate authority, sells electricity in the wholesale market. In addition, Virginia Power has FERC approval of a tariff to sell wholesale power at capped rates based on its embedded cost of generation. This cost-based sales tariff could be used to sell to loads within or outside Virginia Power’s service territory. Any such sales would be voluntary.

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Rates

In April 2008, FERC granted an application for Virginia Power’s electric transmission operations to establish a forward-looking formula rate mechanism that updates transmission rates on an annual basis and approved an ROE of 11.4%, effective as of January 1, 2008. The formula rate is designed to recover the expected revenue requirement for each calendar year and is updated based on actual costs. The FERC-approved formula method, which is based on projected costs, allows Virginia Power to earn a current return on its growing investment in electric transmission infrastructure.

In March 2010, ODEC and North Carolina Electric Membership Corporation filed a complaint with FERC against Virginia Power claiming, among other issues, that $223 million inthe incremental costs of undergrounding certain transmission costs related to specificline projects were unjust, unreasonable and unduly discriminatory or preferential and should be excluded from Virginia Power’s transmission formula rate. In October 2010, FERC issued an order dismissingA settlement of the other issues raised in the complaint in part and established hearings and settlement procedures on the remaining part of the complaint. In February 2012, Virginia Power submitted to FERC a settlement agreement to resolve all issues set for hearing. The settlement was acceptedapproved by FERC in May 2012 and provides for payment by Virginia Power to the transmission customer parties collectively of $250,000 per year for ten years and resolves all matters other than allocation of the incremental cost of certain underground transmission facilities.2012.

In March 2014, FERC issued an order excluding from Virginia Power’s transmission rates for wholesale transmission customers located outside Virginia the incremental costs of undergrounding certain transmission line projects. FERC found it is not just and reasonable fornon-Virginia wholesale transmission customers to be allocated the incremental costs of undergrounding the facilities because the projects are a direct result of Virginia legislation and Virginia Commission pilot programs intended to benefit the citizens of Virginia. The order is retroactively effective as of March 2010 and will cause the reallocation of the costs charged to wholesale transmission customers with loads outside Virginia to wholesale transmission customers with loads in Virginia. FERC determined that there was not sufficient evidence on the record to determine the magnitude of the underground increment and held a hearing to determine the appropriate amount of undergrounding cost to be allocated to each wholesale transmission customer in Virginia.

In October 2017, FERC issued an order determining the calculation of the incremental costs of undergrounding the transmission projects and affirming that the costs are to be recovered from the wholesale transmission customers with loads located in Virginia. FERC directed Virginia Power to rebill all wholesale transmission customers retroactively to March 2010 within 30 days of when the proceeding becomes final and no longer subject to rehearing. In November 2017, Virginia Power, North Carolina Electric Membership Corporation and the wholesale transmission customers filed petitions for rehearing. In July

146


2018, FERC denied the rehearing requests related to the October 2017 order determining the calculation of the undergrounding costs. Several parties have appealed FERC’s decision to the U.S. Court of Appeals for the D.C. Circuit. This matter is pending. While Virginia Power cannot predict the outcome of the hearing,matter, it is not expected to have a material effect on results of operations.

In January 2019, FERC issued an order denying PJM’s request to waive certain provisions of the PJM Tariff regarding the liquidation of a portfolio of FTRs owned by GreenHat who had defaulted on its financial obligations. As a result of FERC’s order, PJM is required to use the existing tariff provisions to liquidate GreenHat’s FTR portfolio and allocate the resulting costs to PJM members. In February 2019, PJM filed a request for clarification and rehearing with FERC. While the impacts of this order could be material to Virginia Power’s results of operations, financial condition and/or cash flows, the existing regulatory framework in Virginia provides rate recovery mechanisms that could substantially mitigate any such impacts.

PJM Transmission Rates

In April 2007, FERC issued an order regarding its transmission rate design for the allocation of costs among PJM transmission customers, including Virginia Power, for transmission service provided by PJM. For newPJM-planned transmission facilities that operate at or above 500 kV, FERC established a PJM regional rate design where customers pay according to each customer’s share of the region’s load. For recovery of costs of existing facilities, FERC approved the existing methodology whereby a customer pays the cost of facilities located in the same zone as the customer. A number of parties appealed the order to the U.S. Court of Appeals for the Seventh Circuit.

In August 2009, the court issued its decision affirming the FERC order with regard to the existing facilities, but remanded to FERC the issue of the cost allocation associated with the new facilities 500 kV and above for further consideration by FERC. On remand, FERC reaffirmed its earlier decision to allocate the costs of new facilities 500 kV and above according to the customer’s share of the region’s load. A number of parties filed appeals of the order to the U.S. Court of Appeals for the Seventh Circuit. In June 2014, the court again remanded the cost allocation issue to FERC. In December 2014, FERC issued an order setting an evidentiary hearing and settlement proceeding regarding the cost allocation issue. The hearing only concerns the costs of new facilities approved by PJM prior to February 1, 2013. Transmission facilities approved after February 1, 2013 are allocated on a hybrid cost allocation method approved by FERC and not subject to any court review.

In June 2016, PJM, the PJM transmission owners and state commissions representing substantially all of the load in the PJM market submitted a settlement to FERC to resolve the outstanding issues regarding this matter. UnderIn May 2018, FERC issued an order accepting the settlement agreement and directed PJM to make a compliance filing with revised tariff records. As a result, in August 2018, Virginia Power began to make payments to PJM, to continue for the next 10 years totaling $276 million, under the terms of the settlement, Virginia Power would be required to pay approximately $200 million to PJM over the next 10 years. Although the settlement agreement has not been accepted by FERC, and the settlement is opposed by a small group of parties to the proceeding, Virginia Power believes it is probable it will be required to make payment as an outcome of the settlement. Accordingly, as of December 31, 2016, Virginia Power has a contingent liability of $200 million in other deferred credits and other liabilities,revised tariff records, which iswas partially offset by a $192$265 million regulatory asset for the amount that will be recovered through retail rates in Virginia. The remaining $8At December 31, 2018, Virginia Power’s Consolidated Balance Sheet includes $126 million was recorded in other operationscurrent liabilities and maintenance expense, during 2015,$50 million included in other

deferred credits and other liabilities for amounts owed to PJM.

FERC—GAS

In July 2017, FERC audit staff communicated to DETI that it had substantially completed an audit of DETI’s compliance with the accounting and reporting requirements of FERC’s Uniform System of Accounts and provided a description of matters and preliminary recommendations. In November 2017, the FERC audit staff issued its audit report which could have the potential to result in adjustments which could be material to Dominion Energy and Dominion Energy Gas’ results of operations. In December 2017, DETI provided its response to the audit report. DETI requested FERC review of contested findings and submitted its plan for compliance with the uncontested portions of the report. In connection with one uncontested issue, DETI recognized a charge of $15 million ($9 millionafter-tax) recorded within impairment of assets and related charges in Dominion Energy and Dominion Energy Gas’ Consolidated Statements of Income.Income during 2017 towrite-off the balance of a regulatory asset, originally established in 2008, that is no longer considered probable of recovery. DETI recognized a charge of $129 million ($94 millionafter-tax) recorded primarily within impairment of assets and related charges in Dominion Energy and Dominion Energy Gas’ Consolidated Statements of Income during 2018 for a disallowance of plant, originally established beginning in 2012, for the resolution of one matter with FERC. Pending final resolution of the audit process and a determination by FERC, management is unable to estimate the potential impact of the remaining finding and no amounts have been recognized.

2017 TAX REFORM ACT

Subsequent to the enactment of the 2017 Tax Reform Act, the Companies’ state regulators issued orders requesting that public utilities evaluate the total tax impact on the entity’s cost of service and accrue a regulatory liability attributable to the benefits of the reduction in the corporate income tax rate. Certain of the orders requested that the public utilities submit a response to the state regulatory commissions detailing the total tax impact on the utility’s cost of service.

The Companies began to reserve the impacts of thecost-of-service reduction as regulatory liabilities in January 2018 and will continue until rates are reset pursuant to state regulators’ approvals. The Companies have recorded a reasonable estimate of net income taxes refundable through future rates in the jurisdictions in which they operate and are currently assessing these actions and decisions, which could have a material impact on the Companies’ results of operations, financial condition and/or cash flows.

In September 2018, the Virginia Commission issued an order directing Virginia Power to submit a filing quantifying the impacts of the 2017 Tax Reform Act in advance of the April 1, 2019 implementation as required by legislation. In October 2018, Virginia Power filed testimony with the Virginia Commission to implement adjustments in its base rates reflecting actual annual reductions in corporate income taxes resulting from the 2017 Tax Reform Act, which included a proposed annual revenue reduction of approximately $151 million effective April 2019. In December 2018, the Staff of the Virginia Commission proposed an annual revenue reduction of approximately $190 million. In January 2019, Virginia Power filed updated testimony with a proposed

147


Combined Notes to Consolidated Financial Statements, Continued

annual revenue reduction of approximately $171 million. Additionally, Virginia Power proposed to issue aone-time bill credit to customers within 90 days of this effective date, totrue-up the difference between the final revenue reduction for the period January 1, 2018 through March 31, 2019 and the $125 million interim rate reduction implemented on July 1, 2018. Based on Virginia Power’s current proposed annual revenue reduction, thisone-time bill credit is expected to total approximately $120 million. The actual credit will be based on actual billing data and customer usage during that15-month period. This matter is pending.

In August 2018, Virginia Power filed with FERC to waive protocols and begin reflecting projected tax reform benefits of approximately $100 million through the transmission formula rate prior to the normal formula rate process. FERC granted the waiver and the amounts began being reflected in customer billings in November 2018 reflecting the adjustment effective January 1, 2018.

In October 2018, the North Carolina Commission issued an order requesting companies file to reduce base rates expeditiously. Virginia Power made its compliance filing in October 2018 and submitted an annual base rate revenue decrease of approximately $14 million effective in early 2019. Virginia Power also proposed to issue aone-time bill credit in early 2019 for its 2018 tax savings collected provisionally from customers, which is estimated to be approximately $13 million. The order allowed for the disposition of excess deferred income taxes to be deferred for consideration until the utilities’ next base rate case, but no longer than 3 years, and initiated a quarterly reporting requirement for such deferred amounts. This matter is pending.

In May 2018, the Utah Commission approved a stipulation submitted by Questar Gas proposing thecost-of-service component of customer rates be reduced by $15 million annually beginning in June 2018. In July 2018, the Utah Commission approved Questar Gas’ request to return an additional $9 million to Utah customers representing the amounts related to the corporate income tax reduction that had been deferred from January 1, 2018 to May 31, 2018. This additional reduction began amortizing on August 1, 2018 and will be amortized over aone-year period. In October 2018, the Wyoming Commission approved Questar Gas’ request to return deferred amounts through a surcredit beginning November 1, 2018. The surcredit will remain in effect until rates become effective in the next Wyoming general rate case. The impact of excess deferred income taxes resulting from the 2017 Tax Reform Act on rates charged to customers will be reported to the Utah and Wyoming Commissions by the first quarter of 2019.

In October 2018, the Ohio Commission issued an order requiring rate-regulated utilities to file an application reflecting the impact of the 2017 Tax Reform Act on current rates by January 1, 2019. In December 2018, East Ohio filed its application proposing an approach to establishing rates and charges by and through which to return tax reform benefits to its customers. This case is pending.

As directed by the West Virginia Commission, Hope is utilizing regulatory accounting to track the effects of the 2017 Tax Reform Act beginning in January 2018 and submitted testimony in July 2018 detailing such effects. In August 2018, the West Virginia Commission approved a settlement implementing base

rate reductions effective September 1, 2018. In November 2018, the West Virginia Commission issued an order requiring Hope to file a calculation of prospective tax reform savings based on 2017 financial statements, using federal income tax rates reduced for consolidated tax savings, and to record as a regulatory liability the difference between the amount calculated based on 2017 financial statements and the amount included in the voluntary base rate reduction effective September 1, 2018. In December 2018, Hope filed the required calculation setting forth an annual regulatory liability deferral amount of $0.4 million. The disposition of the additional regulatory liability will be determined in a future rate proceeding. These reductions are not expected to have a material impact on Hope’s financial condition.

In March 2018, FERC announced actions to address the income tax allowance component of regulated entities’cost-of-service rates as a result of the 2017 Tax Reform Act. FERC required all interstate natural gas pipelines to make aone-time informational filing with FERC to provide financial information to allow FERC and other interested parties to analyze the impacts of the changes in tax law. The actions also included the reversal of FERC’s policy allowing master limited partnerships to recover an income tax allowance incost-of-service rates and requiring other pass-through entities to justify the inclusion of an income tax allowance.

In July 2018, FERC issued a final rule adopting and modifying the procedures for determining whether jurisdictional natural gas pipelines may be collecting unjust and unreasonable rates in light of the reduction in the corporate income tax rate. Specifically, this final rule does not require master limited partnerships to eliminate their income tax allowances when completing the informational filing and allows entities that are wholly-owned by corporations to include an income tax allowance.

During 2018, Dominion Energy’s FERC-regulated pipelines, including those accounted for as equity method investments, filed the required informational reports with FERC. Dominion Energy Overthrust Pipeline, LLC, White River Hub, Dominion Energy Questar Pipeline and Cove Point have reached resolution through settlement, which did not result in a material impact to results of operations, financial condition and/or cash flows of Dominion Energy, waiver or FERC terminating the 501-G proceeding. In January 2019, Iroquois reached a settlement in principle with its customers, which if approved would not have a material impact to Dominion Energy or Dominion Energy Gas, and expects to file a settlement agreement with FERC in the first quarter of 2019. The FERC dockets for DETI and DECG remain open. While the informational filings for these two pipelines indicated that no changes to current rates charged to customers were necessary, given the associated uncertainty, Dominion Energy and Dominion Energy Gas are currently unable to predict the outcome of these matters; however, any change in rates permitted to be charged to customers could have a material impact on results of operations, financial condition and/or cash flows.

Other Regulatory Matters

EVLECTRICIRGINIA REGULATIONIN VIRGINIA

The Regulation Act enacted in 2007 instituted acost-of-service rate model, ending Virginia’s planned transition to retail competition for electric supply service to most classes of customers.

148


The Regulation Act authorizes stand-alone rate adjustment clauses for recovery of costs for new generation projects, FERC-approved transmission costs, underground distribution lines, environmental compliance, conservation and energy efficiency programs, and renewable energy programs and nuclear license renewals, and also contains statutory provisions directing Virginia Power to file annual fuel cost recovery cases with the Virginia Commission. As amended, it provides for enhanced returns on capital expenditures on specific newly-proposed generation projects.

If the Virginia Commission’s future rate decisions, including actions relating to Virginia Power’s rate adjustment clause filings, differ materially from Virginia Power’s expectations, it may adversely affect its results of operations, financial condition and cash flows.

RegulationGrid Transformation and Security Act Legislationof 2018

In February 2015,March 2018, the Virginia Governor signed legislation into lawGTSA reinstated base rate reviews on a triennial basis, other than the first review which will keepbe a quadrennial review, occurring for Virginia Power’s base rates unchanged until at least December 1, 2022. In addition, no biennial reviews will be conducted by the Virginia CommissionPower in 2021 for the fivefour successive

123



Combined Notes to Consolidated Financial Statements, Continued

12-month test periods beginning January 1, 2015,2017 and ending December 31, 2019. The legislation states that Virginia Power’s 2015 biennial2020. This review filed in March 2015, would proceed for the sole purpose of reviewing and determining whether any refunds are due to customers based on earnings performance for generation and distribution services during the 2013 and 2014 test periods. In addition the legislation requires the Virginia Commission to conduct proceedings in 2017 and 2019 to determine the utility’s ROE for use in connection with rate adjustment clauses and requires utilities to file integrated resource plans annually rather than biennially. In November 2015, the Virginia Commission ordered testimony, briefs and a separate bifurcated hearing in Virginia Power’s then-pending Rider B, R, S, and W cases on whether the Virginia Commission can adjust the ROE applicable to these rate adjustment clauses prior to 2017. In February 2016, the Virginia Commission issued final orders in these cases, stating that it could adjust the ROE and setting a base ROE of 9.6% for the projects. After separate, additional bifurcated hearings, the Virginia Commission issued final orders setting base ROEs of 9.6% in March 2016 for Rider GV, in April 2016 for Riders C1A and C2A, in June 2016 for Riders BW and US-2, and in August 2016 for Rider U. In February 2017, the Virginia Commission issued final orders setting base ROEs of 9.4% for Riders B, R, S, W, and GV effective April 1, 2017.

In February 2016, certain industrial customers of APCo petitioned the Virginia Commission to issue a declaratory judgment that Virginia legislation enacted in 2015 keeping APCo’s base rates unchanged until at least 2020 (and Virginia Power’s base rates unchanged until at least 2022) is unconstitutional, and to require APCo to make biennial review filings in 2016 and 2018. Virginia Power intervened to support the constitutionality of this legislation. In July 2016, the Virginia Commission held in a divided opinion that this legislation is constitutional, and the industrial customers appealed this order to the Supreme Court of Virginia. In November 2016, the Supreme Court of Virginia granted the appeal as a matter of right and consolidated it for oral argument with other similar appeals from the Virginia Commission’s order. These appeals are pending.

2015 Biennial Review

Pursuant towill occur one year earlier than under the Regulation Act in March 2015, Virginia Power filed its base rate case and schedules for the Virginia Commission’s 2015 biennial review of Virginia Power’s rates, terms and conditions. Per legislation enacted in February 2015, this biennial2015.

In the triennial review wasproceedings, earnings that are more than 70 basis points above the utility’s authorized return on equity that might have been refunded to customers and served as the basis for a reduction in future rates, may be reduced by approved investment amounts in qualifying solar or wind generation facilities or electric distribution grid transformation projects that Virginia Power elects to include in a customer credit reinvestment offset. The legislation declares that electric distribution grid transformation projects are in the public interest and provides that the costs of such projects may be recovered through a rate adjustment clause if not the subject of a customer credit reinvestment offset. Any costs that are the subject of a customer credit reinvestment offset may not be recovered in base rates for the service life of the projects and may not be included in base rates in future triennial review proceedings. In any triennial review in which the Virginia Commission determines that the utility’s earnings are more than 70 basis points above its authorized return on equity, base rates are subject to reduction prospectively and customer refunds would be due unless the total customer credit reinvestment offset elected by the utility equals or exceeds the amount of earnings in excess of the 70 basis points. In the 2021 review, any such rate reduction is limited to reviewing$50 million.

The legislation also includes provisions requiring Virginia Power to provide current customersone-time rate credits totaling $200 million and to reduce base rates to reflect reductions in income tax expense resulting from the 2017 Tax Reform Act. As a result, Virginia Power incurred a $215 million ($160 millionafter-tax) charge in connection with this legislation, including the impact on certainnon-jurisdictional customers which follow Virginia Power’s earningsjurisdictional customer rate methodology. In July 2018 and January 2019, Virginia Power credited $138 million and $77 million, respectively, to current customers’ bills.

In addition, Virginia Power reduced base rates on an annual basis by $125 million effective July 2018, to reflect the estimated effect of the 2017 Tax Reform Act, which is subject to adjustment

effective April 2019. In May and June 2018, Virginia Power submitted filings detailing the implementation plan for interim reductions in rates for generation and distribution services pursuant to the GTSA.

In July 2018, Virginia Power filed a petition with the Virginia Commission for approval of the combined 2013first three years of itsten-year plan for electric distribution grid transformation projects as authorized by the GTSA. During the first three years of the plan, Virginia Power proposes to focus on the following seven foundational components of the overall grid transformation plan: (i) smart meters; (ii) customer information platform; (iii) reliability and 2014 test period,resilience; (iv) telecommunications infrastructure; (v) cyber and determining whether creditsphysical security; (vi) predictive analytics; and (vii) emerging technology. The total estimated capital investment during 2019-2021 is $816 million and the proposed operations and maintenance expenses are due to customers in the event Virginia Power’s earnings exceeded the earnings band determined in the 2013 Biennial Review Order.$102 million. In November 2015,January 2019, the Virginia Commission issued its final order approving capital spending for the 2015 Biennial Review Order.

After deciding several contested regulatory earnings adjustments,first three years of the plan-totaling $68 million on cyber and physical security and related telecommunications infrastructure. The Virginia Commission declined to approve the remainder of the proposed components for the first three years of the plan, the proposed spending for which was not found reasonable and prudent based on the record in the proceeding. Virginia Power intends to file a revised plan in mid-2019 that will address the elements needed for a comprehensive plan, as outlined by the Virginia Commission ruled that Virginia Power earned on average an ROE of approximately 10.89% onin its generation and distribution services for the combined 2013 and 2014 test periods. Because this ROE was more than 70 basis points above Virginia Power’s authorized ROE of 10.0%, the Virginia Commission ordered that approximately $20 million in excess earnings be credited to customer bills based on usage in 2013 and

2014 over asix-month period beginning within 60 days of the 2015 Biennial Review Order. Based upon 2015 legislation keeping Virginia Power’s base rates unchanged until at least December 1, 2022, the Virginia Commission did not order certain existing rate adjustment clauses to be combined with Virginia Power’s base rates. The Virginia Commission did not determine whether Virginia Power had a revenue deficiency or sufficiency when projecting the annual revenues generated by base rates to the revenues required to recover costs of service and earn a fair return. In December 2015, a group of large industrial customers filed notices of appeal with the Supreme Court of Virginia from both the 2015 Biennial Review Order and the Virginia Commission’s order denying their petition for rehearing or reconsideration. In April 2016, the Supreme Court of Virginia granted these appeals as a matter of right. Also in April 2016, the Attorney General filed an unopposed motion to suspend appellate briefing pending the outcome of a separate case at the Virginia Commission raising the same issues. In May 2016, the Supreme Court of Virginia denied the Attorney General’s unopposed motion to suspend briefing in the previously granted appeals from the Virginia Commission’s orders. The Supreme Court of Virginia later granted leave for the industrial customer appellants to withdraw their appeals, thus concluding this matter.order.

Virginia Fuel Expenses

In May 2016,2018, Virginia Power submittedfiled its annual fuel factor towith the Virginia Commission to recover an estimated $1.4$1.5 billion in Virginia jurisdictional projected fuel expenses for the rate year beginning July 1, 2016.2018. Virginia Power’s proposed fuel rate represented a fuel revenue decreaseincrease of $286$222 million when applied to projected kilowatt-hour sales for the period July 1, 20162018 to June 30, 2017.2019. In October 2016,August 2018, the Virginia Commission approved Virginia Power’s proposed fuel rate.rate with an increase of $209 million.

Solar Facility Projects

In February 2017, Virginia Power received approval from the Virginia Commission for a CPCN to construct and operate the Remington solar facility and related distribution interconnection facilities. The total estimated cost of the Remington solar facility is approximately $47 million, excluding financing costs. The facility is now the subject of a public-private partnership whereby the Commonwealth of Virginia, anon-jurisdictional customer, will compensate Virginia Power for the facility’s net electrical energy output, and Microsoft Corporation will purchase all environmental attributes (including renewable energy certificates) generated by the facility. There is no rate adjustment clause associated with this CPCN, nor will any costs of the project be recovered from jurisdictional customers.

In October 2015,July 2018, Virginia Power filed an application with the Virginia Commission for CPCNs to construct two solar facilities. Colonial Trail West and operateSpring Grove 1 are estimated to cost approximately $410 million, excluding financing costs. Colonial Trail West and Spring Grove 1 are expected to commence commercial operations, subject to regulatory approvals associated with the Scott Solar, Whitehouse,projects, in the fourth quarter of 2019 and Woodland solar facilities and related distribution-level interconnection facilities.the fourth quarter of 2020, respectively. Virginia Power also applied for approval of Rider US-2 to recover the costs ofUS-3 associated with these projects. In June 2016, the Virginia Commission granted the requested CPCNs and approvedprojects with a $4proposed $10 million total revenue requirement subject to true-up on a cost-of-service basis using a 9.6% ROE for Rider US-2 for the rate year beginning SeptemberMarch 1, 2016. These projects were placed into service in

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December 2016, and increased Dominion’s renewable generation by a combined 56 MW at a total cost of approximately $130 million, excluding financing costs. See below for further information on Rider US-2.

2019. In August 2016, Virginia Power filed an application withJanuary 2019, the Virginia Commission forissued a CPCNfinal order granting CPCNs to construct and operate the Oceana solar facility and related distribution interconnection facilities, on land owned by the U.S. Navy. The facility would begin commercial operations in late 2017 and increase Dominion’s renewable generation by approximately 18 MW at an estimated cost of approximately $40 million, excluding financing costs. The facility is the subject ofto a public-private partnership whereby the Commonwealth of Virginia, anon-jurisdictional20-year customer, will compensate Virginia Power for the facility’s net electrical energy output. Virginia Power will retire renewable energy certificates on the Commonwealth’s behalf in an amount equal to those generated by the facility. There is no rate adjustment clause associated with this CPCN filing, nor will any costsperformance guarantee of the project be recovered from jurisdictional customers. This casefacilities at a 25% solar capacity factor when normalized for force majeure events. The matter regarding RiderUS-3 is pending.

Rate Adjustment Clauses

Below is a discussion of significant riders associated with various Virginia Power projects:

The Virginia Commission previously approved Rider T1 concerning transmission rates. In May 2016,2018, Virginia Power proposed a $639$755 million total revenue requirement consisting of $468 million for the rate year beginning September 1, 2016, which represents a $1 million increase over the revenues projectedtransmission component of Virginia

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Combined Notes to be produced during the rate year under current rates. In July 2016, the Virginia Commission approved Virginia Power’s proposed total revenue requirement.

The Virginia Commission previously approved Rider S in conjunction with the Virginia City Hybrid Energy Center. In February 2016, the Virginia Commission approved a $251 million revenue requirement, subject totrue-up, for the rate year beginning April 1, 2016. It also established a 10.6% ROE for Rider S effective April 1, 2016. In June 2016, Virginia Power proposed a $254 million revenue requirement for the rate year beginning April 1, 2017, which represents a $3 million increase over the previous year. In February 2017, the Virginia Commission established a 10.4% ROE for Rider S effective April 1, 2017. This case is pending.
The Virginia Commission previously approved Rider W in conjunction with Warren County. In February 2016, the Virginia Commission approved a $118 million revenue requirement, subject totrue-up, for the rate year beginning April 1, 2016. It also established a 10.6% ROE for Rider W effective April 1, 2016. In June 2016, Virginia Power proposed a $126 million revenue requirement for the rate year beginning April 1, 2017, which represents an $8 million increase over the previous year. In February 2017, the Virginia Commission established a 10.4% ROE for Rider W effective April 1, 2017. This case is pending.
The Virginia Commission previously approved Rider R in conjunction with Bear Garden. In February 2016, the Virginia Commission approved a $74 million revenue requirement, subject totrue-up, for the rate year beginning
Consolidated Financial Statements, Continued

  

April 1, 2016. It also established a 10.6% ROEPower’s base rates and $287 million for Rider R effective April 1, 2016.T1. This total revenue requirement represents a $146 million increase versus the revenues to be produced during the rate year under current rates. In June 2016,August 2018, the Virginia Power proposedCommission approved a $75total revenue requirement of $630 million, revenue requirementincluding Rider T1, subject totrue-up, for the rate year beginning AprilSeptember 1, 2018. The Virginia Commission’s order required an adjustment to Rider T1 to begin providing projected benefits associated with the 2017 which representsTax Reform Act to customers in rates effective September 1, 2018. Such projected benefits were not included in the underlying transmission formula rates approved by FERC. Also in August 2018, Virginia Power filed a $1 million increase over the previous year. In February 2017,petition with the Virginia Commission established a 10.4% ROEseeking limited reconsideration and rehearing of this approval to adjust the total revenue requirement to $636 million. In November 2018, the Virginia Commission denied the petition for Rider R effective April 1, 2017. This case is pending.limited reconsideration and rehearing and adjusted the total revenue requirement to $628 million.

The Virginia Commission previously approved Rider B in conjunction with the conversion of three power stations to biomass. In February 2016, the Virginia Commission approved a $30 million revenue requirement for the rate year beginning April 1, 2016. It also established an 11.6% ROE for Rider B effective April 1, 2016. In June 2016, Virginia Power proposed a $28 million revenue requirement for the rate year beginning April 1, 2017, which represents a $2 million decrease versus the previous year. In February 2017, the Virginia Commission established an 11.4% ROE for Rider B effective April 1, 2017. This case is pending.
The Virginia Commission previously approved Rider U in conjunction with cost recovery to move certain electric distribution facilities underground as authorized by prior Virginia legislation. In August 2016,March 2018, Virginia Power requested approval of its third phase of conversions totaling $179 million and a balance of $65 million in second phase conversions not previously approved for recovery through Rider U. Virginia Power also proposed a total $73 million revenue requirement for the rate year beginning February 1, 2019 for continuing recovery of the previously approved first and second phase conversions and the proposed second and third phase conversions. In December 2018, the Virginia Commission approved a net $20total $70 million annual revenue requirement effective February 1, 2019, a total capital investment of $179 million for third phase conversions and a 9.6% ROEbalance of $64 million for the rate year beginning September 1, 2016, and an additional $2 million in credits to offsetsecond phase conversions not previously approved revenue requirements for Phase One for each of the 2017-2018 and 2018-2019 rate years. The order limited the total investment in Phase One of Virginia Power’s proposed program to $140 million, with $123 million recoverablerecovery through Rider U. In December 2016, Virginia Power proposed a total $31 million revenue requirement for Phase One and Phase Two costs for the rate year beginning September 1, 2017. Virginia Power’s estimated total investment in Phase Two is $110 million. This case is pending.
The Virginia Commission previously approved Riders C1A and C2A in connection with cost recovery for DSM programs. In April 2016, the Virginia Commission approved a $46 million revenue requirement, subject totrue-up, for the rate year beginning May 1, 2016. It also established a 9.6% ROE for Riders C1A and C2A effective May 1, 2016. The Virginia Commission approved one new energy efficiency program at a reduced cost cap, denied a second energy efficiency program, and approved the extension of an existing peak shaving program recovered in base rates at no additional incremental cost. In October 2016,2018, Virginia Power proposed a total revenue requirement of $45 million for the rate year beginning July 1, 2017. Virginia Power also proposed tworequested approval to implement ten new energy efficiency programs and one new demand-response DSM program for Virginia Commission approvalfive years, subject to future extensions, with a requested five-year$262 million cost cap, of $178 million. Virginia Power furtherand proposed to extend an existing energy efficiency program for an additional two years under current funding, and an existing peak shaving program for an additional five years with an additional $5 million cost cap. This case is pending.

The Virginia Commission previously approved Rider BW in conjunction with Brunswick County. In June 2016, the Virginia Commission approved a $119total $49 million revenue requirement for the rate year beginning SeptemberJuly 1, 2016. It also established a 10.6% ROE for Rider BW effective September 1, 2016. In October 2016, Virginia Power proposed a

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Combined Notes to Consolidated Financial Statements, Continued

$134 million revenue requirement for the rate year beginning September 1, 2017, which represents a $15 million increase over the previous year. This case is pending.

The Virginia Commission previously approved RiderUS-2 in conjunction with the Scott Solar, Whitehouse, and Woodland solar facilities. In June 2016, the Virginia Commission approved a $4 million revenue requirement for the rate year beginning September 1, 2016. It also established a 9.6% ROE for Rider US-2 effective September 1, 2016. In October 2016, Virginia Power proposed a $10 million revenue requirement for the rate year beginning September 1, 2017,2019, which represents a $6an $18 million increase over the previous year. This casematter is pending.
In July 2015,

Additional significant riders associated with various Virginia Power filed an application withprojects are as follows:

Rider Name 

Application

Date

 

Approval

Date

 

Rate Year

Beginning

 Total
Revenue
Requirement
(millions)
  Increase
(Decrease)
Over
Previous
Year
(millions)
 

Rider S

 June 2018 February 2019 April 2019 $215  $(3

Rider GV

 June 2018 February 2019 April 2019  120   38 

Rider W

 June 2018 February 2019 April 2019  105   (4

Rider R

 June 2018 February 2019 April 2019  57   (9

Rider B

 June 2018 February 2019 April 2019  38   (9

Rider BW

 October
2018
 Pending September 2019  123   7 

RiderUS-2

 October
2018
 Pending September 2019  16   3 

Rider E

 December
2018
 Pending November 2019  114   N/A 

Coastal Virginia Offshore Wind Project

In November 2018, Virginia Power received approval from the Virginia Commission for its petition seeking a prudency determination as provided in the GTSA with respect to the proposed Coastal Virginia Offshore Wind project consisting of two 6 MW wind turbine generators located approximately 27 miles off the coast of Virginia Beach, Virginia in federal waters, and for a CPCN, to construct and operate Greensville County and related transmission interconnection facilities. Virginia Power also applied for approval of Rider GV to recover the costs of Greensville County. In March 2016, the Virginia Commission granted the requested CPCN and approved a $40 million revenue requirement for the rate year beginning April 1, 2016. It also established a 9.6% ROE for Rider GV effective April 1, 2016. In June 2016, Virginia Power proposed an $89generation tie line connecting the generators to shore. This project is expected to cost approximately $300 million revenue requirement forand to be placed into service by the rate year beginning April 1, 2017, which represents a $49 million increase over the previous year. In February 2017, the Virginia Commission established a 9.4% ROE for Rider GV effective April 1, 2017. This matter is pending.

end of 2020.

Electric Transmission Projects

In November 2013, the Virginia Commission issued an order granting Virginia Power a CPCN to construct approximately 7 miles of new overhead 500 kV transmission line from the existing Surry switching station in Surry County to a new Skiffes Creek switching station in James City County, and approximately 20 miles of new 230 kV transmission line in James City County, York County, and the City of Newport News from the proposed new Skiffes Creek switching station to Virginia Power’s existing Whealton substation in the City of Hampton. In February 2014, the Virginia Commission granted reconsideration requested byAs of July 2017, Virginia Power and issued an Order Amending Certificate. Several appeals were filed with the Supreme Court of Virginia. In April 2015, the Supreme Court of Virginia issued its opinion in the consolidated appeals of the Virginia Commission’s order granting a CPCN for the Skiffes Creek transmission line and related facilities. The Supreme Court of Virginia unanimously affirmedhas received all but one of the alleged grounds for appeal. The court approved the proposed project including the proposed route for a 500 kV overhead transmission line from Surry to the Skiffes Creek switching station site. The court reversed and remanded the Virginia Commission’s determination in one set of appeals that the Skiffes Creek switching station was a transmission line for purposes of statutory exemption from local zoning ordinances. In May 2015, the Supreme Court of Virginia denied separate petitions filed by Virginia Power and the Virginia Commission to rehear its ruling regarding the Skiffes Creek switching station. Pending receipt of remainingmajor required permits and approvals and is proceeding with construction of the project. In connection with the receipt of the permit from the U.S. Army Corps of Engineers in July 2017, Virginia Power expectswas required to constructmake payments totaling approximately $90 million to fund improvements to historical and cultural resources near the project.

Accordingly, in July 2017, Virginia Power previouslyrecorded an increase to property, plant and equipment and a corresponding liability for these payment obligations. Through December 31, 2017, Virginia Power had made $90 million of such payments. Also in July 2017, the National Parks Conservation Association filed an applicationa lawsuit in U.S. District Court for the D.C. Circuit seeking to set aside the permit granted by the U.S. Army Corps of Engineers for the project and requested a preliminary injunction against the permit. In August 2017, the National Trust for Historic Preservation and Preservation Virginia filed a similar lawsuit in U.S. District Court for the D.C. Circuit. In October 2017, the preliminary injunction requests were denied. In May 2018, the District Court granted summary judgment in favor of the U.S. Army Corps of Engineers and Virginia Power and dismissed both lawsuits. In June 2018, the National Parks Conservation Association and the National Trust for Historic Preservation and Preservation Virginia appealed that decision to the U.S. Court of Appeals for the D.C. Circuit. The appeal is pending. Also in June 2018, the National Parks Conservation Association filed requests with the Virginia CommissionU.S. District Court for a CPCN to construct and operate in Loudoun County, Virginia, a new approximately 230 kV Poland Road substation, and a new approximately four mile overhead 230 kV double circuit transmission line between the existing 230 kV Loudoun-Brambleton lineDistrict of Columbia and the Poland Road substation. In August 2016,U.S. Court of Appeals for the Virginia Commission granted a CPCN to constructD.C. Circuit for an injunction against the permit pending appeal. The U.S. District Court for the District of Columbia denied the injunction request in June 2018 and operate the project along a revised route. The total estimated costU.S. Court of Appeals for the project is approximately $55 million.D.C. Circuit similarly denied the request in July 2018.

In November 2015, Virginia Power filed an application with the Virginia Commission for a CPCN to convert an existing transmission line to 230 kV in Prince William County, Virginia, and Loudoun County, Virginia, and to construct and operate a new approximately five mile overhead 230 kV double circuit transmission line between a tap point near the Gainesville substation and a newto-be-constructed Haymarket substation. The

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total estimated cost of the project is approximately $55$180 million. This case is pending.

In November 2015, Virginia Power filed an application with the Virginia Commission for a CPCN to construct and operate in multiple Virginia counties an approximately 38 mile overhead 230 kV transmission line between the Remington and Gordonsville substations, along with associated facilities. The total estimated cost of the project is approximately $105 million. This case is pending.

In February 2016,April 2017, the Virginia Commission issued an interim order grantinginstructing Virginia Power a CPCN to construct and operate the Remingtonproject along an approved route if Virginia Power could obtain all necessaryCT-Warrentonrights-of-way. 230 kV double circuit transmission line,Otherwise, the Vint Hill-WheelerVirginia Commission ruled that Virginia Power can construct and Wheeler-Gainesville 230 kV linesoperate the project along an approved alternative route. In June 2017, the Virginia Commission issued a final order approving the alternative route for the project, and granted the necessary CPCN. In July 2017, the Virginia Commission retained jurisdiction over the case to evaluate two requests to reconsider its decisions. Also in July 2017, Virginia Power requested that the Virginia Commission stay the proceeding while Virginia Power discusses the proposed route with leaders of Prince William County. In December 2017, the Virginia Commission granted in part the two motions for reconsideration, retained jurisdiction for further proceedings in the case and stayed the effectiveness of its final order. In March 2018, Virginia Power and the 230 kV Vint Hill and Wheeler switching stations alongtwo parties seeking reconsideration entered into a stipulation settlement filed with the Virginia Power’s proposed route. The total estimated cost ofCommission agreeing that the project is approximately $110 million.should be placed into an underground pilot program created by the GTSA. In July 2018, Virginia Power filed a request with the Virginia Commission to allow the project to participate in the underground pilot program. Subsequently, in July 2018, the Virginia Commission issued a final order granting the CPCN for the project and allowing the project to participate in the underground pilot program.

In March 2016,June 2018, Virginia Power filed an application with the Virginia Commission for a CPCN to rebuild and operate in multipleKing and Queen, King William, and New Kent Counties, Virginia counties approximately 33 milesfour separate segments of the existing 500230 kV transmission line between the Cunningham switching stationLanexa and the Dooms substation, along with associated station work. TheNorthern Neck in Virginia. In February 2019, Virginia Power withdrew two of the segments from the application. As a result, the total estimated cost of the project is approximately $60$30 million. This casematter is pending.

In August 2016,Additional significant Virginia Power filed an application with the Virginia Commissionelectric transmission projects approved and applied for a CPCN to rebuild and operate in multiple Virginia counties approximately 28 miles of the existing 500 kV transmission line between the Carson switching station and a terminus located near the Rogers Road switching station under construction in Greensville County, Virginia, along with associated work at the Carson switching station. The total estimated cost of the project is approximately $55 million. This case is pending.2018 are as follows:

In January 2017, Virginia Power filed an application with the Virginia Commission for a CPCN to rebuild and rearrange its Idylwood substation in Fairfax County, Virginia. The total estimated cost of the project is approximately $110 million. This case is pending.

North Anna

Virginia Power is considering the construction of a third nuclear unit at a site located at North Anna nuclear power station. If Virginia Power decides to build a new unit, it must first receive a COL from the NRC, approval of the Virginia Commission and certain environmental permits and other approvals. The COL is

Description and Location

of Project

 

Application

Date

 

Approval

Date

 

Type of

Line

  

Miles
of

Lines

   

Cost
Estimate

(millions)

 

Rebuild and operate existing 115 kV transmission lines between the Possum Point Switching Station and Northern Virginia Electric Cooperative’s Smoketown delivery point

 June 2017 February 2018  230 kV   9   $20 

Rebuild and operate between the Dooms substation and the Valley substation, along with associated substation work

 September 2017 September 2018  500 kV   18    65 

Build and operate between the Idylwood and Tysons substations, along with associated substation work

 November 2017 September 2018  230 kV   4    125 

Rebuild and operate between the Chesterfield and Hopewell substations, along with associated substation work

 May 2018 November 2018  230 kV   8    30 

Rebuild and operate between the Chesterfield and Lakeside substations, along with associated substation work

 May 2018 December 2018  230 kV   21    35 

Rebuild and operate between the Landstown and Thrasher substations, along with associated substation work

 June 2018 December 2018  230 kV   8.5    20 

Partial rebuild of overhead transmission lines in Alleghany County, Virginia and Covington, Virginia

 August 2018 Pending  138 kV   5    15 

Build a new substation and connect three existing transmission lines thereto in Fluvanna County, Virginia

 October 2018 Pending  230 kV   <1    30 

 

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expected in 2017. Virginia Power has not yet committed to building a new nuclear unit at North Anna nuclear power station.

Requests by BREDL for a contested NRC hearing on Virginia Power’s COL application have been dismissed, and in September 2016, the U.S. Court of Appeals for the D.C. Circuit dismissed with prejudice petitions for judicial review that BREDL and other organizations had filed challenging the NRC’s reliance on a rule generically assessing the environmental impacts of continued onsite storage of spent nuclear fuel in various licensing proceedings, including Virginia Power’s COL proceeding. This dismissal followed the Court’s June 2016 decision in New York v. NRC, upholding the NRC’s continued storage rule and August 2016 denial of requests for rehearing en banc. Therefore, the contested portion of the COL proceeding is closed. The NRC is required to conduct a hearing in all COL proceedings. This mandatory NRC hearing is anticipated to occur in the first half of 2017 and will be uncontested.

In August 2016, Virginia Power received a60-day notice of intent to sue from the Sierra Club alleging Endangered Species Act violations. The notice alleges that the U.S. Army Corps of Engineers failed to conduct adequate environmental and consultation reviews, related to a potential third nuclear unit located at North Anna, prior to issuing a CWA section 404 permit to Virginia Power in September 2011. No lawsuit has been filed and in November 2016, the Army Corps of Engineers suspended the section 404 permit while it gathers additional information. This permitting issue is not expected to affect the NRC’s issuance of the COL. Virginia Power is currently unable to make an estimate of the potential impacts to its consolidated financial statements related to this matter.

NORTH CAROLINA REGULATION

In March 2016, Virginia Power filed its base rate case and schedules with the North Carolina Commission. Virginia Power proposed anon-fuel, base rate increase of $51 million effective November 1, 2016 with an ROE of 10.5%. In October 2016, Virginia Power entered into a stipulation and settlement agreement for anon-fuel, base rate increase of $35 million with an ROE of 9.9% effective November 1, 2016, on a temporary basis subject to refund, with any permanent rates ordered by the North Carolina Commission effective January 1, 2017. In December 2016, the North Carolina Commission approved the stipulation and settlement agreement.

In August 2016,2018, Virginia Power submitted its annual filing to the North Carolina Commission to adjust the fuel component of its electric rates. Virginia Power proposed a total $36$24 million decreaseincrease to the fuel component of its electric rates for the rate year beginning February 1, 2019. As a mitigation alternative, Virginia Power proposed recovering 50% in the February 1, 2019 to the January 1, 2017.31, 2020 rate period and the remaining 50% in the following rate period. In December 2016,January 2019, the North Carolina Commission approved the requested decrease and an additional $1 million reduction to Virginia Power’s full proposed fuel rates.charge adjustment of $24 million.

OHIO REGULATION

PIR Program

In 2008, East Ohio began PIR, aimed at replacing approximately 25% of its pipeline system. In March 2015, East Ohio filed an application with the Ohio Commission requesting approval to extend the PIR program for an additional five years and to increase the annual capital investment, with corresponding increases in the annual rate-increase caps. In September 2016, the Ohio Commission approved a stipulation filed jointly by East Ohio and the Staff

of the Ohio Commission to settle East Ohio’s pending application. As requested, the PIR Programprogram and associated cost recovery will continue for another five-year term, calendar years 2017 through 2021, and East Ohio will be permittedpermit-

ted to increase its annual capital expenditures to $200 million by 2018 and 3% per year thereafter subject to the cost recovery rate increase caps proposed by East Ohio. Costs associated with calendar year 2016 investment will be recovered under the existing terms.

In February 2016,April 2018, the Ohio Commission approved East Ohio filed anOhio’s application to adjust the PIR cost recovery rates for 20152017 costs. The filing reflects gross plant investment for 20152017 of $171$204 million, cumulative gross plant investment of $1$1.4 billion and a revenue requirement of $131$165 million. This application was approved by the Ohio Commission in April 2016.

AMR Program

In 2007, East Ohio began installing automated meter reading technology for its 1.2 million customers in Ohio. The AMR program approved by the Ohio Commission was completed in 2012. Although no further capital investment will be added, East Ohio is approved to recover depreciation, property taxes, carrying charges and a return until East Ohio has another rate case.

In February 2016,April 2018, the Ohio Commission approved East Ohio filed anOhio’s application to adjust theits AMR cost recovery rate for costs incurred during the calendar year 2015.2017 costs. The filing reflects a revenue requirement of approximately $7$5 million. This application was approved by the Ohio Commission in April 2016.

PIPP Plus Program

Under the Ohio PIPP Plus Program, eligible customers can make reduced payments based on their ability to pay their bill. The difference between the customer’s total bill and the PIPP amount is deferred and collected under the PIPP Riderrider in accordance with

151


Combined Notes to Consolidated Financial Statements, Continued

the rules of the Ohio Commission. In May 2018, East Ohio filed its annual update of the PIPP rider with the Ohio Commission. In July 2016,2018, East Ohio’s annual update of the PIPP Riderrider was automatically approved by the Ohio Commission after a45-day waiting period from the date of the filing. The revised rider rate reflects the recovery over the twelve-month period from July 20162018 through June 20172019 of projected deferred program costs of approximately $32$10 million from April 20162018 through June 2017,2019, net of a refund for over-recovery of accumulated arrearages of approximately $28$4 million as of March 31, 2016.2018.

UEX Rider

East Ohio has approval for a UEX Rider through which it recovers the bad debt expense of most customers not participating in the PIPP Plus Program. The UEX Rider is adjusted annually to achieve dollar for dollar recovery of East Ohio’s actual write-offs of uncollectible amounts. In August 2016,September 2018, the Ohio Commission approved an increase to East Ohio’s application requesting approval of its UEX Rider which reflectsto reflect a refund of over-recovered accumulated bad debt expense of approximately $8$11 million as of March 31, 2016,2018, and recovery of prospective net bad debt expense projected to total approximately $19$16 million for the twelve-month period from April 20162018 to March 2017.2019.

PSMPDSM Rider

East Ohio has approval for a DSM rider through which it recovers expenditures related to its DSM programs. In November 2016,2018, East Ohio filed an application with the Ohio Commission seeking approval of an adjustment to the DSM rider to recover a total of $4 million, which includes an over-recovery of costs during the preceding12-month period. This application was approved East Ohio’s request to deferby the operation and maintenance costs associated with implementing PSMP of up to $15 million per year.Ohio Commission in January 2019.

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Combined Notes to Consolidated Financial Statements, Continued

WEST VIRGINIA REGULATION

In May 2016,2018, Hope filed a PREP application with the West Virginia Commission requesting approval to recover PREP costs related to $31 million and $36 million of a projected capital investment for 2018 and 2019, respectively. The application also includes atrue-up of PREP costs related to the 2017 of $27 million as part of a total five-year projectedactual capital investment of $152 million. In September 2016, Hope reached a settlement with all parties to the case agreeing to new PREP customer rates, for the year beginning November 1, 2016, that provide for annual projected revenue of $2 million related to capital investments of $20$28 million and $27sets forth $8 million for 2016 and 2017, respectively.of annual PREP costs to be recovered in proposed rates effective November 2018. In October 2016,2018, the West Virginia Commission approved PREP rates effective November 2018. Approved rates recover $7 million of annual PREP costs related to actual cumulative PREP investment through December 31, 2017 of $48 million and projected PREP investment for calendar years 2018 and 2019 of $31 million and $29 million, respectively.

UTAHAND WYOMING REGULATION

Fuel Deferral

In May 2018, Questar Gas submitted filings with both the settlement.Utah Commission and the Wyoming Commission for an approximately $86 million gas cost decrease reflecting forecasted decreases in commodity costs. The Utah Commission and the Wyoming Commission both approved the filings in May 2018 with rates effective June 2018.

In October 2018, Questar Gas submitted filings with both the Utah Commission and the Wyoming Commission for an approximately $48 million gas cost decrease reflecting forecasted decreases in commodity costs. The Utah Commission and the

Wyoming Commission both approved the filings in October 2018 with rates effective November 2018.

In October 2018, the Utah Commission denied Questar Gas’ request forpre-approval to construct an LNG peaking storage facility with a liquefaction rate of 8.2 million cubic feet per day. Questar Gas is reviewing the order and assessing its options, which include filing supplemental information with the Utah Commission for reconsideration.

Infrastructure Replacement Tracker

During 2018, Questar Gas filed applications with the Utah Commission to increase its infrastructure replacement surcharge to collect an additional $11 million in revenue in 2019 related to $85 million in 2018 capital investment. The Utah Commission approved the applications in the fourth quarter of 2018.

FERC—GAS

Cove Point

In November 2016, pursuant to the terms of a previous settlement,March 2018, Cove Point filed a general rate casesubmitted its annual electric power cost adjustment to FERC requesting approval to recover $30 million. FERC approved the adjustment in March 2018.

In June 2015, Cove Point executed two binding precedent agreements for its FERC-jurisdictional services, with 23 proposed ratesthe approximately $150 million Eastern Market Access Project. In January 2018, Cove Point received FERC authorization to construct and operate the project facilities, which are expected to be effective January 1, 2017.placed in service in the second half of 2019. In October 2018, Cove Point announced it is evaluating alternatives to a proposed an annual cost-of-serviceCharles County, Maryland compressor station that was initially part of this project and in December 2018, after working with project customers for alternative solutions, decided not to pursue further construction at this location resulting in a revised project estimate of approximately $140$45 million and awrite-off of $37 millionpre-tax ($28 millionafter-tax) recorded within impairment of assets and related charges in Dominion Energy’s Consolidated Statements of Income.

DETI

In September 2018, DETI submitted its annual transportation cost rate adjustment to FERC requesting approval to recover $37 million. Also in September 2018, DETI submitted its annual electric power cost adjustment to FERC requesting approval to recover $7 million. In December 2016,October 2018, FERC acceptedapproved these adjustments.

In August 2018, DETI executed a January 1, 2017 effective datebinding precedent agreement with a customer for allthe West Loop project. The project is expected to cost approximately $95 million and provide 150,000 Dth per day of firm transportation service from Pennsylvania to Ohio for delivery to a proposed rates but five which were suspendedcombined-cycle, naturalgas-fired electric power generation facility to be effective June 1, 2017.located in Columbiana County, Ohio. In December 2018, DETI filed an application to request FERC authorization to construct, operate and maintain the project facilities, which are expected to be in service by the end of 2021.

 

NOTE 14. ASSET RETIREMENT OBLIGATIONS

AROs represent obligations that result from laws, statutes, contracts and regulations related to the eventual retirement of certain of the Companies’ long-lived assets. Dominion’sDominion Energy and Virginia Power’s AROs are primarily associated with the decommissioningdecom-

152


missioning of their nuclear generation facilities and ash pond and landfill closures. Dominion Energy Gas’ AROs primarily include plugging and abandonment of gas and oil wells and the interim retirement of natural gas gathering, transmission, distribution and storage pipeline components.

The Companies have also identified, but not recognized, AROs related to the retirement of Dominion’sDominion Energy’s LNG facility, Dominion’sDominion Energy and Dominion Energy Gas’ storage wells in their underground natural gas storage network, certain Virginia Power electric transmission and distribution assets located on property with easements, rights of way, franchises and lease agreements, Virginia Power’s hydroelectric generation facilities and the abatement of certain asbestos not expected to be disturbed in Dominion’sDominion Energy and Virginia Power’s generation facilities. The Companies currently do not have sufficient information to estimate a reasonable range of expected retirement dates for any of these assets since the economic lives of these assets can be extended indefinitely through regular repair and maintenance and they currently have no plans to retire or dispose of any of these assets. As a result, a settlement date is not determinable for these assets and AROs for these assets will not be reflected in the Consolidated Financial Statements until sufficient information becomes available to determine a reasonable estimate of the fair value of the activities to be performed. The Companies continue to monitor operational and strategic developments to identify if sufficient information exists to reasonably estimate a retirement date for these assets. The changes to AROs during 20152017 and 20162018 were as follows:

 

    Amount 
(millions)    

Dominion

  

AROs at December 31, 2014

  $1,714 

Obligations incurred during the period(1)

   315 

Obligations settled during the period

   (106

Revisions in estimated cash flows(1)

   88 

Accretion

   93 

Other

   (1

AROs at December 31, 2015(2)

  $2,103 

Obligations incurred during the period(3)

   204 

Obligations settled during the period

   (171

Revisions in estimated cash flows(1)

   245 

Accretion

   104 

AROs at December 31, 2016(2)

  $2,485 

Virginia Power

  

AROs at December 31, 2014

  $855 

Obligations incurred during the period(1)

   289 

Obligations settled during the period

   (39

Revisions in estimated cash flows(1)

   92 

Accretion

   50 

AROs at December 31, 2015

  $1,247 

Obligations incurred during the period

   9 

Obligations settled during the period

   (115

Revisions in estimated cash flows(1)

   245 

Accretion

   57 

AROs at December 31, 2016

  $1,443 

128



  Amount   Amount 
(millions)        

Dominion Gas

  

AROs at December 31, 2014

  $147  

Dominion Energy

  

AROs at December 31, 2016

  $2,485 

Obligations incurred during the period

   5     37 

Obligations settled during the period

   (6   (214

Revisions in estimated cash flows

   (5   7 

Accretion

   9     117 

Other

   (1

AROs at December 31, 2015(4)

  $149  

AROs at December 31, 2017(1)

  $2,432 

Obligations incurred during the period

   20 

Obligations settled during the period

   (159

Revisions in estimated cash flows(2)

   120 

Accretion

   119 

AROs at December 31, 2018(1)

  $2,532 

Virginia Power

  

AROs at December 31, 2016

  $1,443 

Obligations incurred during the period

   6     11 

Obligations settled during the period

   (8   (152

Revisions in estimated cash flows

        (1

Accretion

   9     64 

AROs at December 31, 2016(4)

  $156  

AROs at December 31, 2017

  $1,365 

Obligations incurred during the period

   14 

Obligations settled during the period

   (119

Revisions in estimated cash flows(2)

   120 

Accretion

   65 

AROs at December 31, 2018

  $1,445 

Dominion Energy Gas

  

AROs at December 31, 2016

  $156 

Obligations incurred during the period

   2 

Obligations settled during the period

   (7

Accretion

   9 

AROs at December 31, 2017(3)

  $160 

Obligations incurred during the period

   4 

Obligations settled during the period

   (6

Accretion

   9 

AROs at December 31, 2018(3)

  $167 

 

(1)

Primarily reflectsIncludes $263 million and $282 million reported in other current liabilities at December 31, 2017, and 2018, respectively.

(2)

Reflects future ash pond and landfill closure costs at certain utility generation facilities. See Note 22 for further information.

(2)Includes $216 million and $249 million reported in other current liabilities at December 31, 2015, and 2016, respectively.

(3)Primarily reflects AROs assumed in the Dominion Questar Combination. See Note 3 for further information.
(4)

Includes $137$146 million and $147$153 million reported in other deferred credits and other liabilities, with the remainder recorded in other current liabilities, at December 31, 20152017 and 2016,2018, respectively.

Dominion Energy and Virginia Power have established trusts dedicated to funding the future decommissioning of their nuclear plants. At December 31, 20162018 and 2015,2017, the aggregate fair value of Dominion’sDominion Energy’s trusts, consisting primarily of equity and debt securities, totaled $4.5$4.9 billion and $4.2$5.1 billion, respectively. At December 31, 20162018 and 2015,2017, the aggregate fair value of Virginia Power’s trusts, consisting primarily of debt and equity securities, totaled $2.1$2.4 billion and 1.9 billion, respectively.for both periods.

 

 

NOTE 15. VARIABLE INTEREST ENTITIES

The primary beneficiary of a VIE is required to consolidate the VIE and to disclose certain information about its significant variable interests in the VIE. The primary beneficiary of a VIE is the entity that has both 1) the power to direct the activities that most significantly impact the entity’s economic performance and 2) the obligation to absorb losses or receive benefits from the entity that could potentially be significant to the VIE.

DominionDOMINION ENERGY

At December 31, 2016,2018, Dominion ownsEnergy owned the general partner, 50.9%60.9% of the common and subordinated units and 37.5% of the convertible preferred interests in Dominion Energy Midstream, which ownsowned a preferred equity interest and the general partner interest in Cove Point. Additionally,In January 2019, Dominion Energy acquired all outstanding partnership interests not owned by Dominion Energy and Dominion Energy Midstream became a wholly-owned subsidiary of Dominion Energy. Dominion Energy previously concluded that Dominion Energy Midstream was a VIE due to the limited partners lacking the characteristics of a controlling financial interest. Dominion Energy was the primary beneficiary of Dominion Energy Midstream and Dominion Energy Midstream was the primary beneficiary of Cove Point as they had the power to direct the activities that most significantly impact their economic performance as well as to absorb losses and benefits which could be significant to them.

At December 31, 2018, Dominion Energy owns the manager and 67% of the membership interest in certain merchant solar facilities, as discussed in Note 2. Dominion Energy has concluded that these entities are VIEs due to the limited partners or members lacking the characteristics of a controlling financial interest. In addition, in 2016 Dominion Energy created a wholly owned subsidiary, SBL Holdco, as a holding company of its interest in the VIE merchant solar facilities and accordingly SBL Holdco is a VIE. Dominion Energy is the primary beneficiary of Dominion Midstream, SBL Holdco and the merchant solar facilities, and Dominion Midstream is the primary beneficiary of Cove Point, as they haveit has the power to direct the activities that most significantly impact their economic performance as well as the obligation to absorb losses and benefits which could be significant to them. Dominion’sDominion Energy’s securities due within one year and long-term debt include $17$31 million and $377 mil-

lion,$299 million, respectively, of debt issued in 2016 by SBL Holdco net of issuance costs that is nonrecourse to Dominion Energy and is secured by SBL Holdco’s interest in thecertain merchant solar facilities.

Dominion Energy owns a 48% membership interest in Atlantic Coast Pipeline. See Note 9 for more details regarding the

153


Combined Notes to Consolidated Financial Statements, Continued

nature of this entity. Dominion Energy concluded that Atlantic Coast Pipeline is a VIE because it has insufficient equity to finance its activities without additional subordinated financial support. Dominion Energy has concluded that it is not the primary beneficiary of Atlantic Coast Pipeline as it does not have the power to direct the activities of Atlantic Coast Pipeline that most significantly impact its economic performance, as the power to direct is shared among multiple unrelated parties. Dominion Energy is obligated to provide capital contributions based on its ownership percentage. Dominion’sDominion Energy’s maximum exposure to loss is limited to its current and future investment.investment as well as any obligations under a guarantee provided. See Note 22 for more information.

DOMINION ENERGYAND VIRGINIA POWER

Dominion and Virginia Power

Dominion’sEnergy and Virginia Power’s nuclear decommissioning trust funds and Dominion’sDominion Energy’s rabbi trusts hold investments in limited partnerships or similar type entities (see Note 9 for further details). Dominion Energy and Virginia Power concluded that these partnership investments are VIEs due to the limited partners lacking the characteristics of a controlling financial interest. Dominion Energy and Virginia Power have concluded neither is the primary beneficiary as they do not have the power to direct the activities that most significantly impact these VIEs’ economic performance. Dominion Energy and Virginia Power are obligated to provide capital contributions to the partnerships as required by each partnership agreement based on their ownership percentages. Dominion Energy and Virginia Power’s maximum exposure to loss is limited to their current and future investments.

Dominion and Dominion GasDOMINION ENERGYAND DOMINION ENERGY GAS

Dominion Energy previously concluded that Iroquois was a VIE because anon-affiliated Iroquois equity holder had the ability during a limited period of time to transfer its ownership interests to another Iroquois equity holder or its affiliate. At the end of the first quarter of 2016, such right no longer existed and, as a result, Dominion Energy concluded that Iroquois is no longer a VIE.

Virginia PowerVIRGINIA POWER

Virginia Power had long-term power and capacity contracts with fivethreenon-utility generators, which contain certain variable pricing mechanisms in the form of partial fuel reimbursement that Virginia Power considers to be variable interests. Contracts with two of thesenon-utility generators expired during 20152017, leaving a remaining aggregate summer generation capacity of approximately 418218 MW. After an evaluation of the information provided by these entities, Virginia Power was unable to determine whether they were VIEs. However, the information they provided, as well as Virginia Power’s knowledge of generation facilities in Virginia, enabled Virginia Power to conclude that, if they were VIEs, it would not be the primary beneficiary. This conclusion reflects Virginia Power’s determination that its variable interests do not convey the power to direct the most significant activities that impact the economic performance of the entitiesremaining entity during the remaining terms of Virginia Power’s contractscontract and for the years the entities areentity is expected to operate after its contractual relationships expire.relationship expires. The remaining contracts expire at various

129



Combined Notes to Consolidated Financial Statements, Continued

dates ranging from 2017 tocontract expires in 2021. Virginia Power is not subject to any risk of loss from thesethis potential VIEsVIE other than its remaining purchase commitments which totaled $287$150 million as of December 31, 2016.2018. Virginia

Power paid $144$50 million, $200$86 million, and $223$144 million for electric capacity tonon-utility generators and $31$18 million, $83$24 million, and $138$31 million for electric energy to these entitiesnon-utility generators for the years ended December 31, 2016, 20152018, 2017 and 2014,2016, respectively.

Dominion GasDOMINION ENERGY GAS

DTIDETI has been engaged to oversee the construction of, and to subsequently operate and maintain, the projects undertaken by Atlantic Coast Pipeline based on the overall direction and oversight of Atlantic Coast Pipeline’s members. An affiliate of DTIDETI holds a membership interest in Atlantic Coast Pipeline, therefore DTIDETI is considered to have a variable interest in Atlantic Coast Pipeline. The members of Atlantic Coast Pipeline hold the power to direct the construction, operations and maintenance activities of the entity. DTIDETI has concluded it is not the primary beneficiary of Atlantic Coast Pipeline as it does not have the power to direct the activities of Atlantic Coast Pipeline that most significantly impact its economic performance. DTIDETI has no obligation to absorb any losses of the VIE. See Note 24 for information about associated related party receivable balances.

Virginia Power and Dominion GasVIRGINIA POWERAND DOMINION ENERGY GAS

Virginia Power and Dominion Energy Gas purchased shared services from DRS,DES, an affiliated VIE, of $335 million and $126 million, $340 million and $126 million, and $346 million and $123 million, $318 million and $115 million, and $335 million and $106 million for the years ended December 31, 2016, 20152018, 2017 and 2014,2016, respectively. Virginia Power and Dominion Energy Gas’ Consolidated Balance Sheets included amounts due to DES of $107 million and $46 million, respectively, at December 31, 2018, and $36 million and $14 million, respectively, at December 31, 2017, recorded in payables to affiliates in the Consolidated Balance Sheets. Virginia Power and Dominion Energy Gas determined that neither is the primary beneficiary of DRSDES as neither has both the power to direct the activities that most significantly impact its economic performance as well as the obligation to absorb losses and benefits which could be significant to it. DRSDES provides accounting, legal, finance and certain administrative and technical services to all Dominion Energy subsidiaries, including Virginia Power and Dominion Energy Gas. Virginia Power and Dominion Energy Gas have no obligation to absorb more than their allocated shares of DRSDES costs.

 

 

NOTE 16. SHORT-TERM DEBTAND CREDIT AGREEMENTS

The Companies use short-term debt to fund working capital requirements and as a bridge to long-term debt financings. The levels of borrowing may vary significantly during the course of the year, depending upon the timing and amount of cash requirements not satisfied by cash from operations. In January 2016,addition, Dominion expanded its short-term funding resources through a $1.0 billion increase to one of its joint revolving credit facility limits. In addition, DominionEnergy utilizes cash and letters of credit to fund collateral requirements. Collateral requirements are impacted by commodity prices, hedging levels, Dominion’sDominion Energy’s credit ratings and the credit quality of its counterparties.

Dominion

154


DOMINION ENERGY

In March 2018, Dominion Energy replaced its two existing joint revolving credit facilities with a $6.0 billion joint revolving credit facility. Commercial paper and letters of credit outstanding, as well as capacity available under credit facilities were as follows:

 

    Facility
Limit
   Outstanding
Commercial
Paper
  Outstanding
Letters of
Credit
   Facility
Capacity
Available
 
(millions)               

At December 31, 2016

       

Joint revolving credit facility(1)(2)

  $5,000   $3,155  $   $1,845 

Joint revolving credit facility(1)

   500       85    415 

Total

  $5,500   $3,155(3)  $85   $2,260 

At December 31, 2015

       

Joint revolving credit facility(1)

  $4,000   $3,353  $   $647 

Joint revolving credit facility(1)

   500    156   59    285 

Total

  $4,500   $3,509(3)  $59   $932 
    Facility
Limit
   Outstanding
Commercial
Paper(1)
   Outstanding
Letters of
Credit
   Facility
Capacity
Available
 
(millions)                

At December 31, 2018

        

Joint revolving credit facility(2)

  $6,000    $   324    $88   $5,588 

At December 31, 2017

        

Joint revolving credit facility(3)

  $5,000    $3,298    $—   $1,702 

Joint revolving credit facility(3)

   500        76    424 

Total

  $5,500    $3,298    $76   $2,126 

 

(1)

In May 2016,The weighted-average interest rates of the maturity dates for theseoutstanding commercial paper supported by Dominion Energy’s credit facilities were extended from April 20192.93% and 1.61% at December 31, 2018 and 2017, respectively.

(2)

This credit facility matures in March 2023 and can be used by the Companies to April 2020. support bank borrowings and the issuance of commercial paper, as well as to support up to a combined $2.0 billion of letters of credit.

(3)

These credit facilities can bewere replaced in March 2018 with a $6.0 billion joint revolving credit facility. The facilities were scheduled to mature in April 2020 and were used to support bank borrowings and the issuance of commercial paper, as well as to support up to a combined $2.0 billion of letters of credit.

(2)In January 2016, this facility limit was increased from $4.0 billion to $5.0 billion.
(3)The weighted-average interest rates of the outstanding commercial paper supported by Dominion’s credit facilities were 1.05% and 0.62% at December 31, 2016 and 2015, respectively.

In connection with the SCANA Combination, Dominion Questar’s revolving multi-yearEnergy intends to terminate SCANA, SCE&G and364-day PSNC’s existing credit facilities and add SCE&G as aco-borrower to its $6.0 billion joint revolving credit facility in the first quarter of 2019 once certain regulatory approvals are obtained. In January 2019, Virginia Power and SCE&G, asco-borrowers, filed with limits of $500 millionthe Virginia Commission and $250 million,the South Carolina Commission, respectively, were terminated in October 2016. for approval. In February 2019, the Virginia Commission approved the request.

Questar Gas’ short-term financing is supported bythrough its access asco-borrower to the two joint revolving credit facilitiesfacility discussed above with Dominion Energy, Virginia Power and Dominion Gas, to whichEnergy Gas. At December 31, 2018, thesub-limit for Questar Gas was added as a borrower in November 2016, with an initial aggregate sub-limit of $250 million. In December 2016, Questar Gas entered into a commercial paper program pursuant to which it began accessing the commercial paper markets.

In addition to the credit facilities mentioned above, SBL Holdco has $30 million of credit facilities which have ahad an original stated maturity date of December 2017 with automaticone-year renewals through the maturity of the SBL Holdco term loan agreement in 2023. AsDominion Solar Projects III, Inc. has $25 million of credit facilities which had an original stated maturity date of May 2018 with automaticone-year renewals through the maturity of the Dominion Solar Projects III, Inc. term loan agreement in 2024. At December 31, 2016,2018, no amounts were outstanding under either of these facilities.

Virginia PowerIn February and June 2018, Dominion Energy borrowed $950 million and $500 million, respectively, under364-Day

Term Loan Agreements that bore interest at a variable rate. In September 2018, the principal outstanding plus accrued interest for both borrowings was repaid.

In March 2018, Dominion Energy Midstream entered into a $500 million revolving credit facility. The credit facility was scheduled to mature in March 2021, bore interest at a variable rate, and was used to support bank borrowings and the issuance of commercial paper, as well as to support up to $250 million of letters of credit. At December 31, 2018, Dominion Energy Midstream had $73 million outstanding under this credit facility. In February 2019, Dominion Energy Midstream terminated the facility subsequent to repaying the outstanding balance, plus accrued interest.

In October 2018, Dominion Energy entered into a credit agreement, which allows Dominion Energy to issue up to approximately $21 million in letters of credit. The facility terminates in June 2020. At December 31, 2018, Dominion Energy had $21 million in letters of credit outstanding under this agreement.

VIRGINIA POWER

In March 2018, Dominion Energy replaced its two existing joint revolving credit facilities with a $6.0 billion joint revolving credit facility. Virginia Power’s short-term financing is supported through its access asco-borrower to the two joint revolving credit facilities. Thesefacility. The credit facilitiesfacility can be used for working capital, as support for the combined commercial paper programs of the Companies and for other general corporate purposes.

130



Virginia Power’s share of commercial paper and letters of credit outstanding under its joint credit facilities with Dominion Energy, Dominion Energy Gas and Questar Gas were as follows:

 

   Facility
Limit(1)
  Outstanding
Commercial
Paper
  Outstanding
Letters of
Credit
 
(millions)         

At December 31, 2016

   

Joint revolving credit facility(1)(2)

 $5,000   $65   $  

Joint revolving credit facility(1)

  500        1  

Total

 $5,500   $65(3)  $1  

At December 31, 2015

   

Joint revolving credit facility(1)

 $4,000   $1,500   $  

Joint revolving credit facility(1)

  500    156      

Total

 $4,500   $1,656(3)  $  
   Facility
Limit
  Outstanding
Commercial
Paper(1)
  Outstanding
Letters of
Credit
 
(millions)         

At December 31, 2018

   

Joint revolving credit facility(2)

  $6,000   $314   $16 

At December 31, 2017

   

Joint revolving credit facility(3)

  $5,000   $542   $— 

Joint revolving credit facility(3)

  500       

Total

  $5,500   $542   $— 

 

(1)

The weighted-average interest rates of the outstanding commercial paper supported by these credit facilities were 2.94% and 1.65% at December 31, 2018 and 2017, respectively.

(2)

The full amount of the facilitiesfacility is available to Virginia Power, less any amounts outstanding toco-borrowers Dominion Energy, Dominion Energy Gas and Questar Gas. TheSub-limitssub-limit for Virginia Power areis set within the facility limit but can be changed at the option of Dominion, Dominion Gas and Questar Gasthe Companies multiple times per year. At December 31, 2016,2018, thesub-limit for Virginia Power was an aggregate $2.0$1.5 billion. If Virginia Power has liquidity needs in excess of itssub-limit, thesub-limit may be changed or such needs may be satisfied through short-term intercompany borrowings from Dominion. In May 2016, the maturity dates for these facilities were extended from April 2019 to April 2020. TheseDominion Energy. This credit facilitiesfacility matures in March 2023 and can be used to support bank borrowings and the issuance of commercial paper, as well as to support up to $2.0 billion (or thesub-limit, whichever is less) of letters of credit.

(2)In January 2016, this facility limit was increased from $4.0 billion to $5.0 billion.

(3)

These facilities were replaced in March 2018 with a $6.0 billion joint revolving credit facility. The weighted-average interest ratesfull amount of the facilities was available to Virginia Power, less any amounts outstanding toco-borrowers Dominion Energy, Dominion Energy Gas and Questar Gas. These facilities were scheduled to mature in April 2020 and were used to support bank borrowings and the issuance of commercial paper, supported by these credit facilities were 0.97% and 0.60% at December 31, 2016 and 2015, respectively.as well as to support up to $2.0 billion (or thesub-limit, whichever is less) of letters of credit.

155


Combined Notes to Consolidated Financial Statements, Continued

In addition to the credit facility commitments mentioned above, Virginia Power also hashad a $100 million credit facility. In May 2016, thefacility with a maturity date for this credit facility was extended from April 2019 toof April 2020. In October 2016, this facility was reduced from $120 million to $100 million. As of December 31, 2016, this facility supports $100 million of certainMarch 2018, Virginia Power redeemed its variable ratetax-exempt financings of Virginia Power.supported by this credit facility and terminated the facility.

DOMINION ENERGY GAS

In March 2018, Dominion Gas

Energy replaced its two existing joint revolving credit facilities with a $6.0 billion joint revolving credit facility. Dominion Energy Gas’ short-term financing is supported by its access asco-borrower to the two joint revolving credit facilities. Thesefacility. The credit facilitiesfacility can be used for working capital, as support for the combined commercial paper programs of the Companies and for other general corporate purposes.

Dominion Energy Gas’ share of commercial paper and letters of credit outstanding under its joint credit facilities with Dominion Energy, Virginia Power and Questar Gas were as follows:

 

   Facility
Limit(1)
  Outstanding
Commercial
Paper
  Outstanding
Letters of
Credit
 
(millions)         

At December 31, 2016

   

Joint revolving credit facility(1)

 $1,000   $460   $  

Joint revolving credit facility(1)

  500          

Total

 $1,500   $460(2)  $  

At December 31, 2015

   

Joint revolving credit facility(1)

 $1,000   $391   $  

Joint revolving credit facility(1)

  500          

Total

 $1,500   $391(2)  $  
   Facility
Limit
  Outstanding
Commercial
Paper(1)
  Outstanding
Letters of
Credit
 
(millions)         

At December 31, 2018

   

Joint revolving credit facility(2)

  $1,500   $  10   $— 

At December 31, 2017

   

Joint revolving credit facility(3)

  $1,000   $629   $— 

Joint revolving credit facility(3)

  500       

Total

  $1,500   $629   $— 

 

(1)

The weighted-average interest rates of the outstanding commercial paper supported by these credit facilities were 2.58% and 1.57% at December 31, 2018 and 2017, respectively.

(2)

A maximum of a combined $1.5 billion of the facilitiesfacility is available to Dominion Energy Gas, assuming adequate capacity is available after giving effect to uses byco-borrowers Dominion Energy, Virginia Power and Questar Gas. TheSub-limitssub-limit for Dominion Energy Gas areis set within the facility limit but can be changed at the option of the Companies multiple times per year. In November 2016,At December 31, 2018, the aggregate sub-limit for Dominion Energy Gas was decreased from $750 million to $500 million. If Dominion Energy Gas has liquidity needs in excess of itssub-limit, thesub-limit may be changed or such needs may be satisfied through short-term intercompany borrowings from Dominion. In May 2016, the maturity dates for these facilities were extended from April 2019 to April 2020. TheseDominion Energy. This credit facilitiesfacility matures in March 2023 and can be used to support bank borrowings and the issuance of commercial paper, as well as to support up to $1.5 billion (or thesub-limit, whichever is less) of letters of credit.

(2)(3)

The weighted-average interest rateThese facilities were replaced in March 2018 with a $6.0 billion joint revolving credit facility. A maximum of a combined $1.5 billion of the outstandingfacilities was available to Dominion Energy Gas, assuming adequate capacity was available after giving effect to uses byco-borrowers Dominion Energy, Virginia Power and Questar Gas. These credit facilities were scheduled to mature in April 2020 and were used to support bank borrowings and the issuance of commercial paper, supported by these credit facilities was 1.00% and 0.63% at December 31, 2016 and 2015, respectively.as well as to support up to $1.5 billion (or thesub-limit, whichever is less) of letters of credit.

 

 

131156



Combined Notes to Consolidated Financial Statements, Continued

 

 

NOTE 17. LONG-TERM DEBT

 

At December 31,  

2016
Weighted-

average

Coupon(1)

  2016  2015 
(millions, except percentages)          

Dominion Gas Holdings, LLC:

    

Unsecured Senior Notes:

    

1.05% to 2.8%, due 2016 to 2020

   2.68 $1,150  $1,550 

2.875% to 4.8%, due 2023 to 2044(2)

   3.90  2,413   1,750 

Dominion Gas Holdings, LLC total principal

      $3,563  $3,300 

Securities due within one year

       (400

Unamortized discount and debt issuance costs

       (35  (31

Dominion Gas Holdings, LLC total long-term debt

      $3,528  $2,869 

Virginia Electric and Power Company:

    

Unsecured Senior Notes:

    

1.2% to 8.625%, due 2016 to 2019

   4.93 $1,804  $2,261 

2.75% to 8.875%, due 2022 to 2046

   4.59  7,940   6,292 

Tax-Exempt Financings(3):

    

Variable rates, due 2016 to 2027

   1.22  175   194 

1.75% to 5.6%, due 2023 to 2041

   2.25  678   678 

Virginia Electric and Power Company total principal

      $10,597  $9,425 

Securities due within one year

   5.47  (678  (476

Unamortized discount, premium and debt issuances costs, net

       (67  (57

Virginia Electric and Power Company total long-term debt

      $9,852  $8,892 

Dominion Resources, Inc.:

    

Unsecured Senior Notes:

    

Variable rate, due 2016

   $  $600 

1.25% to 6.4%, due 2016 to 2021

   2.83  5,400   3,900 

2.75% to 7.0%, due 2022 to 2044

   4.68  4,999   4,599 

Tax-Exempt Financing, variable rate, due 2041

   1.41  75   75 

Unsecured Junior Subordinated Notes:

    

2.962% and 4.104%, due 2019 and 2021

   3.53  1,100    

Payable to Affiliated Trust, 8.4% due 2031

   8.40  10   10 

Enhanced Junior Subordinated Notes:

    

5.25% to 7.5%, due 2054 to 2076

   5.48  1,485   971 

Variable rates, due 2066

   3.45  422   377 

Remarketable Subordinated Notes, 1.07% to 2.0%, due 2019 to 2024

   1.79  2,400   2,100 

Unsecured Debentures and Senior Notes:

    

6.8% and 6.875%, due 2026 and 2027(4)

   6.81  89   89 

Term Loan, variable rate, due 2017(5)

   1.85  250    

Unsecured Senior and Medium-Term Notes(5):

    

5.31% to 6.85%, due 2017 and 2018

   5.84  135    

2.98% to 7.20%, due 2024 to 2051

   4.57  500    

Term Loan, variable rate, due 2023(6)

   4.75  405    

Tax-Exempt Financing, 1.55%, due 2033(7)

   1.55  27   27 

Dominion Midstream Partners, LP:

    

Term Loan, variable rate, due 2019

   2.19  300    

Unsecured Senior and Medium-Term Notes, 5.83% and 6.48%, due 2018(8)

   5.84  255    

Unsecured Senior Notes, 4.875%, due 2041(8)

   4.88  180    

Dominion Gas Holdings, LLC total principal (from above)

    3,563   3,300 

Virginia Electric and Power Company total principal (from above)

       10,597   9,425 

Dominion Resources, Inc. total principal

      $32,192  $25,473 

Fair value hedge valuation(9)

    (1  7 

Securities due within one year(10)

   3.13  (1,709  (1,825

Unamortized discount, premium and debt issuance costs, net

       (251  (187

Dominion Resources, Inc. total long-term debt

      $30,231  $23,468 
At December 31,  

2018

Weighted-

average

Coupon(1)

  2018  2017 
(millions, except percentages)          

Dominion Energy Gas Holdings, LLC:

    

Unsecured Senior Notes:

    

Variable rate, due 2021

   3.39 $500  $ 

2.5% to 3.55%, due 2019 to 2023

   2.90  1,800   1,800 

3.317% to 4.8%, due 2024 to 2044(2)

   4.12  1,787   1,800 

Dominion Energy Gas Holdings, LLC total principal

      $4,087  $3,600 

Securities due within one year

   2.50  (449   

Unamortized discount and debt issuance costs

       (29  (30

Dominion Energy Gas Holdings, LLC total long-term debt

      $3,609  $3,570 

Virginia Electric and Power Company:

    

Unsecured Senior Notes:

    

1.2% to 5.4%, due 2018 to 2023

   3.35 $1,800  $2,650 

2.95% to 8.875%, due 2024 to 2048

   4.61  9,290   7,990 

Tax-Exempt Financings(3):

    

Variable rates, due 2024 to 2027

       100 

1.75% to 5.6%, due 2023 to 2041

   2.18  664   678 

Virginia Electric and Power Company total principal

      $11,754  $11,418 

Securities due within one year

   5.00  (350  (850

Unamortized discount, premium and debt issuances costs, net

       (83  (72

Virginia Electric and Power Company total long-term debt

      $11,321  $10,496 

Dominion Energy, Inc.:

    

Unsecured Senior Notes(4):

    

Variable rates, due 2019 and 2020

   3.23 $800  $800 

1.5% to 6.4%, due 2018 to 2022

   2.75  2,550   5,800 

2.85% to 7.0%, due 2024 to 2044

   4.81  4,849   5,049 

Unsecured Junior Subordinated Notes:

    

2.579% to 4.104%, due 2019 to 2021

   3.08  2,100   2,100 

Payable to Affiliated Trust, 8.4%, due 2031

   8.40  10   10 

Enhanced Junior Subordinated Notes:

    

5.25% and 5.75%, due 2054 and 2076

   5.48  1,485   1,485 

Variable rates, due 2066

   5.26  422   422 

Remarketable Subordinated Notes, 2.0%, due 2021 and 2024

   2.00  1,400   1,400 

Unsecured Debentures and Senior Notes(5):

    

6.8% and 6.875%, due 2026 and 2027

   6.81  89   89 

Unsecured Senior and Medium-Term Notes(6):

    

5.31% and 6.3%, due 2018

       120 

2.98% to 7.20%, due 2024 to 2051

   4.25  750   600 

Secured Senior Notes, 4.82%, due 2042(7)

   4.82  362    

Term Loans, variable rates, due 2023 and 2024(8)

   4.85  582   638 

Tax-Exempt Financing, 1.55%, due 2033(9)

   1.55  27   27 

Capital leases, 4.14% to 6.04%, due 2019 to 2029

   5.99  39    

Dominion Energy Midstream Partners, LP:

    

Term Loans, variable rates, due 2019 and 2021(10)(11)

   4.13  3,300   300 

Revolving Credit Agreement, variable rates, due 2021(11)

   3.55  73    

Unsecured Senior and Medium-Term Notes, 5.83% and 6.48%, due 2018(12)

       255 

Unsecured Senior Notes, 3.53% to 4.875%, due 2028 to 2041(12)

   4.23  430   180 

Dominion Energy Gas Holdings, LLC total principal (from above)

    4,087   3,600 

Virginia Electric and Power Company total principal (from above)

       11,754   11,418 

Dominion Energy, Inc. total principal

      $35,109  $34,293 

Fair value hedge valuation(13)

    (20  (22

Securities due within one year(14)(15)

   3.23  (3,624  (3,078

Credit facility borrowings(11)

   3.55  (73   

Unamortized discount, premium and debt issuance costs, net

       (248  (245

Dominion Energy, Inc. total long-term debt

      $31,144  $30,948 

 

(1)

Represents weighted-average coupon rates for debt outstanding as of December 31, 2016.2018.

157


Combined Notes to Consolidated Financial Statements, Continued

(2)

Beginning June 30, 2016, amountAmount includes foreign currency remeasurement adjustments.

(3)

These financings relate to certain pollution control equipment at Virginia Power’s generating facilities. CertainIn March 2018, Virginia Power redeemed certain variable ratetax-exempt financings are supported by aits $100 million credit facility that terminatesand terminated the facility. In December 2018, Virginia Power redeemed its $14 million Economic Development Authority of the County of Chesterfield Solid Waste and Sewage Disposal Revenue Bonds due in April 2020.2031.

(4)

In November and December 2018, Dominion Energy redeemed certain senior notes prior to their stated maturity. See below for a discussion of the senior note redemptions.

(5)

Represents debt assumed by Dominion Energy from the merger of its former CNG subsidiary.

132



(5)(6)

Represents debt obligations of Dominion Questar or Questar Gas. See Note 3 for more information.

(6)(7)

Represents debt associated with SBL Holdco.obligations of Eagle Solar. The debt is nonrecourse to Dominion Energy and is secured by SBL Holdco’sEagle Solar’s interest in certain merchant solar facilities.

(7)(8)

Represents debt associated with SBL Holdco and Dominion Solar Projects III, Inc. The debt is nonrecourse to Dominion Energy and is secured by SBL Holdco and Dominion Solar Projects III, Inc.’s interest in certain merchant solar facilities.

(9)

Represents debt obligations of a DEIDGI subsidiary.

(8)(10)

Includes debt obligations of Cove Point that are secured by Dominion Energy’s common equity interest in Cove Point.

(11)

In February 2019, Dominion Energy Midstream repaid its $300 million variable rate term loan due in December 2019 and terminated the credit facility due in March 2021 subsequent to repaying the $73 million outstanding balance. As such, credit facility borrowings are presented within current liabilities in Dominion Energy’s Consolidated Balance Sheets at December 31, 2018.

(12)

Represents debt obligations of Dominion Energy Questar Pipeline. See Note 3 for more information.

(9)(13)

Represents the valuation of certain fair value hedges associated with Dominion’sDominion Energy’s fixed rate debt.

(10)(14)

20152017 excludes $100$250 million of variable rate short-termDominion Energy Questar Pipeline’s senior notes that were purchased and cancelledmatured in February 20162018 using proceeds from the January 2018 issuance, through private placements, of long-term debt. The$100 million and $150 million of senior notes would have otherwise maturedthat mature in May 2016.2028 and 2038, respectively.

(15)

Includes $20 million of estimated mandatory prepayments due within one year based on estimated cash flows in excess of debt service at SBL Holdco and Dominion Solar Projects III, Inc.

Based on stated maturity dates rather than early redemption dates that could be elected by instrument holders, the scheduled principal payments of long-term debt at December 31, 2016,2018, were as follows:

 

  2017 2018 2019 2020 

2021

 Thereafter Total   2019 2020 2021 2022 2023 Thereafter Total 
(millions, except percentages)     ��                                        

Dominion Gas

  $  $  $450  $700  $  $2,413  $3,563 

Dominion Energy Gas

  $450  $700  $500  $  $650  $1,787  $4,087 

Weighted-average Coupon

    2.50  2.80  3.90    2.50  2.80  3.39   3.29  4.12 

Virginia Power

                

Unsecured Senior Notes

  $604  $850  $350  $  $  $7,940  $9,744   $350  $  $  $750  $700  $9,290  $11,090 

Tax-Exempt Financings

   75               778   853                40   624   664 

Total

  $679  $850  $350  $  $  $8,718  $10,597   $350  $  $  $750  $740  $9,914  $11,754 

Weighted-average Coupon

   5.47  4.17  5.00  4.37    5.00    3.15  2.87  4.45 

Dominion

        

Dominion Energy

        

Term Loans(2)

  $268  $20  $321  $19  $19  $308  $955   $336  $35  $3,035  $34  $273  $169  $3,882 

Credit Facility Borrowings(2)

         73            73 

Unsecured Senior Notes

   1,368   3,275   2,500   700   900   16,122   24,865    2,700   1,000   900   1,500   1,350   17,195   24,645 

Secured Senior Notes

   17   15   17   19   16   278   362 

Tax-Exempt Financings

   75               880   955                40   651   691 

Unsecured Junior Subordinated Notes Payable to Affiliated Trusts

                  10   10                   10   10 

Unsecured Junior Subordinated Notes

         550      550      1,100    550   1,000   550            2,100 

Enhanced Junior Subordinated Notes

                  1,907   1,907                   1,907   1,907 

Remarketable Subordinated Notes

            1,000   700   700   2,400          700         700   1,400 

Capital leases

   4   4   4   3   3   21   39 

Total

  $1,711  $3,295  $3,371  $1,719  $2,169  $19,927  $32,192   $3,607  $2,054  $5,279  $1,556  $1,682  $20,931  $35,109 

Weighted-average Coupon

   3.13  3.62  3.09  2.07  3.12  4.38    3.23  2.80  3.64  3.02  3.41  4.51 

(1)

Excludes mandatory prepayments associated with SBL Holdco and Dominion Solar Projects III, Inc. based on cash flows in excess of debt service. At December 31, 2018, $20 million of estimated mandatory prepayments due within one year were included in securities due within one year in Dominion Energy’s Consolidated Balance Sheets.

(2)

In February 2019, Dominion Energy Midstream repaid its $300 million variable rate term loan due in December 2019 and terminated the credit facility due in March 2021 subsequent to repaying the $73 million outstanding balance. As such, credit facility borrowings are presented within current liabilities in Dominion Energy’s Consolidated Balance Sheets at December 31, 2018.

 

The CompaniesCompanies’ short-term credit facilitiesfacility and long-term debt agreements contain customary covenants and default provisions. As of December 31, 2016,2018, there were no events of default under these covenants.

In January 2017, Dominion issued $400 million of 1.875% senior notes and $400 million of 2.75% senior notes that mature in 2019 and 2022, respectively.

Senior Note Redemptions

As part of Dominion’s Liability Management Exercise, inIn November 2018 and December 2014,2018, Dominion Energy redeemed fivethe following outstanding series of senior notesnotes: 2011 Series A 4.45% Senior Notes due 2021, 2014 Series B 2.50%

Senior Notes due 2019, 2014 Series C 3.625% Senior Notes due 2024 and 2018 Series A Floating Rate Senior Notes due 2020 with an aggregate outstanding principal of $1.9$2.2 billion. The aggregate redemption price paid in December 2014 was $2.2 billion and represents the principal amount outstanding, accrued and unpaid interest and the applicable make-whole premium of $263$34 million. Total charges for the Liability Management Exercise of $284$69 million, including the make-whole premium, were recognized and recorded in interest expense in Dominion’sDominion Energy’s Consolidated Statements of Income. Proceeds from Dominion’s issuance of senior notes in November 2014 were used to offset the payment of the redemption price. Also see Convertible Securities called for redemption below.

Convertible Securities

As part of Dominion’s Liability Management Exercise, in November 2014, Dominion provided notice to redeem all $22 million of outstanding contingent convertible senior notes. The senior notes were eligible for conversion during 2014. However, in lieu of redemption, holders elected to convert the remaining $22 million of notes in December 2014 into

$26 million of common stock. Proceeds from Dominion’s issuance of senior notes in November 2014 were used to offset the portion of the conversions paid in cash.

158


Enhanced Junior Subordinated Notes

In June 2006 and September 2006, Dominion Energy issued $300 million of June 2006 hybrids and $500 million of September 2006 hybrids, respectively. Beginning June 30, 2016, theThe June 2006 hybrids bear interest at three-month LIBOR plus 2.825%, reset quarterly. Previously, interest was fixed at 7.5% per year. The September 2006 hybrids bear interest at the three-month LIBOR plus 2.3%, reset quarterly.

In June 2009, Dominion issued $685 million of 8.375% June 2009 hybrids. The June 2009 hybrids were listed on the NYSE under the symbol DRU.

In October 2014, Dominion Energy issued $685 million of October 2014 hybrids that will bear interest at 5.75% per year until October 1, 2024. Thereafter, they will bear interest at the three-month LIBOR plus 3.057%, reset quarterly.

Dominion Energy may defer interest payments on the hybrids on one or more occasions for up to 10 consecutive years. If the interest payments on the hybrids are deferred, Dominion Energy may not make distributions related to its capital stock, including dividends, redemptions, repurchases, liquidation payments or guarantee payments during the deferral period. Also, during the deferral period, Dominion Energy may not make any payments on or redeem or repurchase any debt securities that are equal in right of payment with, or subordinated to, the hybrids.

Dominion Energy executed RCCs in connection with its issuance of the June 2006 hybrids and the September 2006 hybrids, and the June

133



Combined Notes to Consolidated Financial Statements, Continued

2009 hybrids. Under the terms of the RCCs, Dominion Energy covenants to and for the benefit of designated covered debtholders, as may be designated from time to time, that Dominion Energy shall not redeem, repurchase, or defease all or any part of the hybrids, and shall not cause its majority owned subsidiaries to purchase all or any part of the hybrids, on or before their applicable RCC termination date, unless, subject to certain limitations, during the 180 days prior to such activity, Dominion Energy has received a specified amount of proceeds as set forth in the RCCs from the sale of qualifying securities that have equity-like characteristics that are the same as, or more equity-like than the applicable characteristics of the hybrids at that time, as more fully described in the RCCs. In September 2011, Dominion Energy amended the RCCs of the June 2006 hybrids and September 2006 hybrids to expand the measurement period for consideration of proceeds from the sale of common stock issuances from 180 days to 365 days. In July 2014, Dominion amended the RCC of the June 2009 hybrids to expand the measurement period for consideration of proceeds from the sale of common stock or other equity-like issuances from 180 days to 365 days. The proceeds Dominion Energy receives from the replacement offering, adjusted by a predetermined factor, must equal or exceed the redemption or repurchase price.

As part of Dominion’s Liability Management Exercise, in October 2014, Dominion redeemed all $685 million of the June 2009 hybrids plus accrued interest with the net proceeds from the issuance of the October 2014 hybrids. In 2015, Dominion purchased and cancelled $14 million and $3 million of the June 2006 hybrids and the September 2006 hybrids, respectively. In the first quarter of 2016, Dominion Energy purchased and cancelled $38 million and $4 million of the June 2006 hybrids and the September 2006 hybrids, respectively. In July 2016, Dominion Energy launched a tender offer to purchase up to $200 million in aggregate of additional June 2006 hybrids and September 2006 hybrids, which expired on August 1, 2016. In connection with the tender offer, Dominion Energy purchased and cancelled $125 million and $74 million of the June 2006 hybrids and the September 2006 hybrids, respectively. All purchases were conducted in compliance with the applicable RCC. Also in July 2016, Dominion Energy issued $800 million of 5.25% July 2016 hybrids. The proceeds were used for general corporate purposes, including to finance the tender offer. The July 2016 hybrids are listed on the NYSE under the symbol DRUA.

From time to time, Dominion may reduce its outstanding debt and level of interest expense through redemption of debt securities prior to maturity and repurchases in the open market, in privately negotiated transactions, through additional tender offers or otherwise.

Remarketable Subordinated Notes

In June 2013, Dominion Energy issued $550 million of 2013 Series A 6.125% Equity Units and $550 million of 2013 Series B 6.0% Equity Units, initially in the form of Corporate Units. In July 2014, Dominion Energy issued $1.0 billion of 2014 Series A 6.375% Equity Units, initially in the form of Corporate Units. The Corporate Units were listed on the NYSE under the symbols DCUA, DCUB and DCUB,DCUC respectively.

Each Corporate Unit consisted of a stock purchase contract and 1/20 interest in a RSN issued by Dominion.Dominion Energy. The stock purchase contracts obligated the holders to purchase shares of Dominion Energy common stock at a future settlement date prior to the relevant RSN maturity date. The purchase price paid under the stock purchase contracts was $50 per Corporate Unit and the

number of shares purchased was determined under a formula based upon the average closing price of Dominion Energy common stock near the settlement date. The RSNs were pledged as collateral to secure the purchase of common stock under the related stock purchase contracts.

In May 2017, Dominion Energy successfully remarketed the $1.0 billion 2014 Series A 1.50% RSNs due 2020 pursuant to the terms of the related 2014 Equity Units. In connection with the remarketing, the interest rate on the junior subordinated notes was reset to 2.579%, payable on a semi-annual basis and Dominion Energy ceased to have the ability to redeem the notes at its option or defer interest payments. In March 2016 and May 2016, Dominion Energy successfully remarketed the $550 million 2013 Series A 1.07% RSNs due 2021 and the $550 million 2013 Series B 1.18% RSNs due 2019, respectively, pursuant to the terms of the related 2013 Equity Units. In connection with the remarketings, the interest rate on the Series A and Series B junior subordinated notes was reset to 4.104% and 2.962%, respectively, payable on a semi-annual basis and Dominion Energy ceased to have the ability to redeem the notes at its option or defer interest payments. At December 31, 2016,2018, the securities are included in junior subordinated notes in Dominion’sDominion Energy’s Consolidated Balance Sheets. Dominion Energy did not receive any proceeds from the remarketings. Remarketing proceeds belonged to the investors holding the related 2013 Equity Unitsequity units and were temporarily used to purchase a portfolio of treasury securities. Upon maturity of each portfolio, the proceeds were applied on behalf of investors on the related stock purchase contract settlement date to pay the purchase price to Dominion Energy for issuance of 12.5 million shares of its common stock in July 2017 and 8.5 million shares of its common stock onin both April 1, 2016 and July 1, 2016. See Issuance of Common Stock below for a description of common stock issued by Dominion in April 2016 and July 2016Energy under the stock purchase contracts.

In July 2014, Dominion issued $1.0 billion of 2014 Series A 6.375% Equity Units, initially in the form of Corporate Units. In August 2016, Dominion Energy issued $1.4 billion of 2016 Series A 6.75% Equity Units, initially in the form of Corporate Units. The Corporate Units are listed on the NYSE under the symbols DCUC and DCUD, respectively.symbol DCUD. The net proceeds from the 2016 Equity Units were used to finance the Dominion Energy Questar Combination. See Note 3 for more information.

Each 2014 Series A Corporate Unit consists of a stock purchase contract and 1/20 interest in a 2014 Series A RSN issued by Dominion. Each 2016 Series A Corporate Unit consists of a stock purchase contract, a 1/40 interest in a 2016 SeriesA-1 RSN issued by Dominion Energy and a 1/40 interest in a 2016 SeriesA-2 RSN issued by Dominion.Dominion Energy. The stock purchase contracts obligateobli-

159


Combined Notes to Consolidated Financial Statements, Continued

gate the holders to purchase shares of Dominion Energy common stock at a future settlement date prior to the relevant RSN maturity date. The purchase price to be paid under the stock purchase contracts is $50 per Corporate Unit and the number of shares to be purchased will be determined under a formula based upon the average closing price of Dominion Energy common stock near the settlement date. The RSNs are pledged as collateral to secure the purchase of common stock under the related stock purchase contracts.

Dominion Energy makes quarterly interest payments on the RSNs and quarterly contract adjustment payments on the stock purchase contracts, at the rates described below. Dominion Energy may defer payments on the stock purchase contracts and the RSNs for one or more consecutive periods but generally not beyond the purchase contract settlement date. If payments are deferred, Dominion Energy may not make any cash distributions related to its capital stock, including dividends, redemptions, repurchases, liquidation payments or guarantee payments. Also, during the deferral period, Dominion Energy may not make any payments on or redeem or repurchase any debt securities that are equal in right of payment with, or subordinated to, the RSNs.

134



Dominion Energy has recorded the present value of the stock purchase contract payments as a liability offset by a charge to

equity. Interest payments on the RSNs are recorded as interest expense and stock purchase contract payments are charged against the liability. Accretion of the stock purchase contract liability is recorded as imputed interest expense. In calculating diluted EPS, Dominion Energy applies the treasury stock method to the Equity Units.equity units.

Pursuant to the terms of the 2014 Equity Units and 2016 Equity Units, Dominion Energy expects to remarket the 2014 Series A RSNs during the second quarter of 2017 and both the 2016 SeriesA-1 and 2016 SeriesA-2 RSNs during the second or third quarter of 2019. Following a successful remarketing, the interest rate on the RSNs will be reset, interest will be payable on a semi-annual basis and Dominion Energy will cease to have the ability to redeem the RSNs at its option or defer interest payments. Proceeds of each remarketing will belong to the investors in the related equity units and will be held and applied on their behalf at the settlement date of the related stock purchase contracts to pay the purchase price to Dominion Energy for issuance of its common stock.

Under the terms of the stock purchase contracts, assuming no anti-dilution or other adjustments, Dominion Energy will issue between 11.615.1 million and 14.5 million shares of its common stock in July 2017 and between 15.0 million and 18.718.9 million shares in August 2019. A total of 40.923.1 million shares of Dominion’sDominion Energy’s common stock has been reserved for issuance in connection with the stock purchase contracts.

Selected information about Dominion’s Equity UnitsDominion Energy’s equity units is presented below:

 

Issuance Date  Units
Issued
   Total Net
Proceeds
   Total
Long-term Debt
   RSN Annual
Interest Rate
 Stock Purchase
Contract Annual
Rate
 Stock Purchase
Contract Liability(1)
   Stock Purchase
Settlement Date
   RSN Maturity
Date
   

Units

Issued

   

Total Net

Proceeds

   

Total

Long-term Debt

   

RSN Annual

Interest Rate

 

Stock Purchase

Contract Annual

Rate

 

Stock Purchase

Contract Liability(1)

   

Stock Purchase

Settlement Date

 
(millions, except interest rates)                                                    

7/1/2014

   20    $982.0    $1,000.0     1.500 4.875 $142.8     7/1/2017     7/1/2020  

8/15/2016(2)

   28    $1,374.8    $1,400.0     2.000%(3)  4.750 $190.6     8/15/2019        28   $1,374.8    $1,400.0    2.000%(3)  4.750 $190.6    8/15/2019 

 

(1)

Payments of $94$64 million and $101 million were made in 20162018 and 2015,2017, respectively, including payments for the remarketed 20132014 Series A and B notes. The stock purchase contract liability was $212$47 million and $115$111 million at December 31, 20162018 and 2015,2017, respectively.

(2)

The maturity dates of the $700 million SeriesA-1 RSNs and $700 million SeriesA-2 RSNs are August 15, 2021 and August 15, 2024, respectively.

(3)

Annual interest rate applies to each of the SeriesA-1 RSNs and SeriesA-2 RSNs.

 

160   135



Combined Notes to Consolidated Financial Statements, Continued

 

 

NOTE 18. PREFERRED STOCK

Dominion Energy is authorized to issue up to 20 million shares of preferred stock; however, none were issued and outstanding at December 31, 20162018 or 2015.2017.

Virginia Power is authorized to issue up to 10 million shares of preferred stock, $100 liquidation preference. During 2014, Virginia Power redeemed 2.59 million shares, which represented all outstanding series of its preferred stock, some of whichpreference; however, none were redeemed as a part of Dominion’s Liability Management Exercise in September 2014. Upon redemption, each series was no longer outstanding for any purpose and dividends ceased to accumulate. Virginia Power had no preferred stock issued and outstanding at December 31, 20162018 or 2015.2017.

 

 

NOTE 19. EQUITY

Issuance of Common Stock

DOMINION ENERGY

Dominion Energy maintains Dominion Energy Direct® and a number of employee savings plans through which contributions may be invested in Dominion’sDominion Energy’s common stock. These shares may either be newly issued or purchased on the open market with proceeds contributed to these plans. In January 2014,Currently, Dominion began purchasing its common stock on the open market for these plans. In April 2014, Dominion beganEnergy is issuing new shares of common sharesstock for these direct stock purchase plans.

During 2016,2018, Dominion Energy received cash proceeds, net of fees and commissions, of $2.2$2.5 billion from the issuance of approximately 3236 million shares of common stock through various programs including the forward sale agreements described below resulting in approximately 628681 million of shares of common stock outstanding at December 31, 2016.2018. These proceeds include cash of $295$315 million received from the issuance of 4.04.5 million of such shares through Dominion Energy Direct® and employee savings plans.

In DecemberJuly 2017, Dominion Energy issued 12.5 million shares under the related stock purchase contracts entered into as part of Dominion Energy’s 2014 Equity Units and received proceeds of $1.0 billion.

In both April 2016 and July 2016, Dominion Energy issued 8.5 million shares under the related stock purchase contracts entered into as part of Dominion Energy’s 2013 Equity Units and received $1.1 billion of total proceeds. Additionally, Dominion Energy completed a market issuance of equity in April 2016 of 10.2 million shares and received proceeds of $756 million through a registered underwritten public offering. A portion of the net proceeds was used to finance the Dominion Energy Questar Combination. See Note 3 for more information.

In June 2017, Dominion Energy filed an SEC shelf registration for the sale of debt and equity securities including the ability to sell common stock through anat-the-market program. Also in December 2014,June 2017, Dominion Energy entered into fourthree separate sales agency agreements to effect sales under the program and pursuant to which it may offer from time to time up to $500 million aggregate amount of its common stock. Sales of common stock can be made by means of privately negotiated transactions, as transactions on the NYSE at market prices or in such other transactions as are agreed upon by Dominion Energy and the sales agents and in conformance with applicable securities laws. In January 2018, Dominion Energy provided sales instructions to one of the sales agents and issued 6.6 million shares throughat-the-market issuances and received cash proceeds of $495 million, net of fees and commissions paid of $5 million. Following these issuances, during the first and second quarters of 2015, Dominion has theEnergy had no remaining ability to issue stock under

the 2017 sales agency agreements and completed the program. In February 2018, Dominion Energy entered into six separate sales agency agreements to effect sales under a newat-the-market program pursuant to which it may offer from time to time up to approximately $200$1.0 billion aggregate amount of its common stock. These agreements replaced the sales agency agreements entered into by Dominion Energy in June 2017. Sales of common stock can be made by means of private negotiated transactions, as transactions on the NYSE at market prices or in such other transactions as are agreed upon by Dominion Energy and the sales agents in conformance with applicable securities laws. In the fourth quarter of 2018, Dominion Energy provided sales instructions to two of the sales agents and issued 2.7 million shares throughat-the-market issuances and received cash proceeds of $197 million, net of fees and commissions paid of $2 million. Following these issuances, Dominion Energy has $801 million of remaining ability to issue stock under the 2014 sales agency agreements; however, no additional issuances occurred under theseagreements.

Dominion Energy entered in March 2018, and closed in April 2018, separate forward sale agreements in 2016.

In both April 2016with Goldman Sachs & Co. LLC and July 2016, Dominion issued 8.5Credit Suisse Capital LLC, as forward purchasers, and an underwriting agreement with Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein, relating to an aggregate of 20 million shares underof Dominion Energy common stock. The underwriting agreement granted the relatedunderwriters a30-day option to purchase up to an additional three million shares of Dominion Energy common stock, purchase contractswhich the underwriters exercised with respect to approximately 2.1 million shares in April 2018. Dominion Energy entered into as part of Dominion’s 2013 Equity Units and received $1.1 billion of total proceeds. Additionally,separate forward sale agreements with the forward purchasers with respect to the additional shares. In December 2018, Dominion completed a market issuance of equity in April 2016 of 10.2 million shares andEnergy received proceeds of $756$1.4 billion (after deducting underwriting discounts, but before deducting expenses, and subject to forward price adjustments under the forward sale agreements) upon the physical settlement of 22.1 million through a registered underwritten public offering. A portion of the net proceeds was used to finance the Dominion Questar Combination. shares.

See Note 3 to the Consolidated Financial Statements for more information.information on the issuance of Dominion Energy common stock in January 2019 in connection with the SCANA Combination. Also in January 2019, Dominion Energy acquired all outstanding partnership interests of Dominion Energy Midstream not owned by Dominion Energy through the issuance of common stock as noted below.

VIRGINIA POWER

In 2016, 20152018, 2017 and 2014,2016, Virginia Power did not issue any shares of its common stock to Dominion.Dominion Energy.

Shares Reserved for Issuance

At December 31, 2016, Dominion hadEnergy has approximately 6376 million shares reserved and available for issuance for Dominion Energy Direct®, employee stock awards, employee savings plans, director stock compensation plans and issuanceissuances in connection with stock purchase contracts.contracts and the at-the-market program. See Note 17 for more information.

Repurchase of Common Stock

Dominion Energy did not repurchase any shares in 20162018 or 20152017 and does not plan to repurchase shares during 2017,2019, except for shares tendered by employees to satisfy tax withholding obligationsobliga-

161


Combined Notes to Consolidated Financial Statements, Continued

tions on vested restricted stock, which do not count against its stock repurchase authorization.

Purchase of Dominion Energy Midstream Units

In September 2015, Dominion Energy initiated a program to purchase from the market up to $50 million of common units representing limited partner interests in Dominion Energy Midstream, which expired in September 2016. Dominion Energy purchased approximately 658,000 common units for $17 million and 887,000 common units for $25 million for the yearsyear ended December 31, 20162016.

In January 2019, Dominion Energy acquired all outstanding partnership interests of Dominion Energy Midstream not owned by Dominion Energy through the issuance of 22.5 million shares of common stock valued at $1.6 billion. The merger was accounted for by Dominion Energy following the guidance for a change in a parent company’s ownership interest in a consolidated subsidiary. Because Dominion Energy controls Dominion Energy Midstream both before and 2015, respectively.after the merger, the changes in Dominion Energy’s ownership interest in Dominion Energy Midstream were accounted for as an equity transaction and no gain or loss will be recognized. The tax effect of the merger will be presented in common stock.

Issuance of Dominion Energy Midstream Units

DuringIn 2017, Dominion Energy Midstream received $18 million of proceeds from the fourth quarterissuance of common units through itsat-the-market program.

In 2016, Dominion Energy Midstream received $482 million of proceeds from the issuance of common units and $490 million of proceeds from the issuance of convertible preferred units. The net proceeds were primarily used to finance a portion of the acquisition of Dominion Energy Questar Pipeline from Dominion.Dominion Energy. See Note 3 for more information.

The holders of the convertible preferred units arewere entitled to receive cumulative quarterly distributions payable in cash or additional convertible preferred units, subject to certain conditions. The units arewere convertible into Dominion Energy Midstream common units on aone-for-one basis, subject to certain adjustments, (i) in whole or in part at the option of the unitholders any time after December 1, 2018 or, (ii) in whole or in part at Dominion Energy Midstream’s option, subject to certain conditions, any time after December 1, 2019. The conversionImmediately prior to the closing of suchDominion Energy’s acquisition of the outstanding interest in Dominion Energy Midstream noted above, each convertible preferred unit was converted into common units wouldrepresenting limited partner interests in Dominion Energy Midstream in accordance with the terms of Dominion Energy Midstream’s partnership agreement.

In May 2018, all of the subordinated units of Dominion Energy Midstream held by Dominion Energy were converted into common units on a 1:1 ratio following the payment of Dominion Energy Midstream’s distribution for the first quarter of 2018. In June 2018, Dominion Energy, as general partner, exercised an incentive distribution right reset as defined in Dominion Energy Midstream’s partnership agreement and received 26.7 million common units representing limited partner interests in Dominion Energy Midstream. As a result of the increase in its ownership interest in Dominion Energy Midstream, Dominion Energy recorded a potential increase to Dominion’s net income attributable todecrease in noncontrolling interests.interest, and a correspond-

ing increase in shareholders’ equity, of $375 million reflecting the change in the carrying value of the interest in the net assets of Dominion Energy Midstream held by others.

136



Accumulated Other Comprehensive Income (Loss)

Presented in the table below is a summary of AOCI by component:

 

At December 31,  2016  2015 
(millions)       

Dominion

   

Net deferred losses on derivatives-hedging activities, net of tax of $173 and $110

  $(280 $(176

Net unrealized gains on nuclear decommissioning trust funds, net of tax of $(318) and $(281)

   569    504  

Net unrecognized pension and other postretirement benefit costs, net of tax of $691 and $525

   (1,082  (797

Other comprehensive loss from equity method investees, net of tax of $4 and $4

   (6  (5

Total AOCI

  $(799 $(474

Virginia Power

   

Net deferred losses on derivatives-hedging activities, net of tax of $5 and $4

  $(8 $(7

Net unrealized gains on nuclear decommissioning trust funds, net of tax of $(35) and $(30)

   54    47  

Total AOCI

  $46   $40  

Dominion Gas

   

Net deferred losses on derivatives-hedging activities, net of tax of $15 and $10

  $(24 $(17

Net unrecognized pension costs, net of tax of $68 and $56

   (99  (82

Total AOCI

  $(123 $(99
At December 31,  2018  2017 
(millions)       

Dominion Energy

   

Net deferred losses on derivatives-hedging activities, net of $79 and $188 tax

  $(234 $(301

Net unrealized gains on nuclear decommissioning trust funds, net of $— and $(419) tax

   2   747 

Net unrecognized pension and other postretirement benefit costs, net of $519 and $692 tax

   (1,465  (1,101

Other comprehensive loss from equity method investees, net of $— and $2 tax

   (2  (3

Total AOCI, including noncontrolling interest

  $(1,699 $(658

Less other comprehensive income attributable to noncontrolling interest

   1   1 

Total AOCI, excluding noncontrolling interest

  $(1,700 $(659

Virginia Power

   

Net deferred losses on derivatives-hedging activities, net of $4 and $8 tax

  $(13 $(12

Net unrealized gains on nuclear decommissioning trust funds, net of $— and $(47) tax

   1   74 

Total AOCI

  $(12 $62 

Dominion Energy Gas

   

Net deferred losses on derivatives-hedging activities, net of $8 and $15 tax

  $(25 $(23

Net unrecognized pension costs, net of $56 and $59 tax

   (144  (75

Total AOCI

  $(169 $(98

162


DOMINION ENERGY

The following table presents Dominion’sDominion Energy’s changes in AOCI by component, net of tax:

 

 Deferred
gains and
losses on
derivatives-
hedging
activities
 Unrealized
gains and
losses on
investment
securities
 Unrecognized
pension and
other
postretirement
benefit costs
 Other
comprehensive
loss from
equity method
investees
 Total  Deferred
gains and
losses on
derivatives-
hedging
activities
 Unrealized
gains and
losses on
investment
securities
 Unrecognized
pension and
other
postretirement
benefit costs
 Other
comprehensive
loss from
equity method
investees
 Total 
(millions)                      

Year Ended December 31, 2016

     

Year Ended December 31, 2018

     

Beginning balance

 $(176 $504   $(797 $(5)   $(474  $(302  $ 747   $(1,101  $(3  $(659

Other comprehensive income before reclassifications: gains (losses)

  55    93    (319  (1)    (172  30   (18  (215  1   (202

Amounts reclassified from AOCI: (gains) losses(1)

  (159  (28  34        (153  102   5   78      185 

Net current period other comprehensive income (loss)

  (104  65    (285  (1)    (325  132   (13)   (137  1   (17

Cumulative-effect of changes in accounting principle

  (64  (732)   (227     (1,023

Less other comprehensive income (loss) attributable to noncontrolling interest

  1            1 

Ending balance

 $(280 $569   $(1,082 $(6)   $(799  $(235  $2   $(1,465  $(2  $(1,700

Year Ended December 31, 2015

     

Year Ended December 31, 2017

     

Beginning balance

 $(178 $548   $(782 $(4)   $(416 $(280 $ 569  $(1,082 $(6 $  (799

Other comprehensive income before reclassifications: gains (losses)

 110   6   (66 (1)   49   8  215  (69 3  157 

Amounts reclassified from AOCI: (gains) losses(1)

 (108 (50 51       (107 (29 (37 50     (16

Net current period other comprehensive income (loss)

 2   (44 (15 (1)   (58 (21 178  (19 3  141 

Less other comprehensive income (loss) attributable to noncontrolling interest

 1           1 

Ending balance

 $(176 $504   $(797 $(5)   $(474 $(302 $ 747  $(1,101 $(3 $  (659

 

(1)

See table below for details about these reclassifications.

The following table presents Dominion Energy’s reclassifications out of AOCI by component:

Details about AOCI componentsAmounts
reclassified
from AOCI
Affected line item in the
Consolidated Statements of
Income
(millions)

Year Ended December 31, 2018

Deferred (gains) and losses on derivatives-hedging activities:

Commodity contracts

$90Operating revenue
(14
Electric fuel and other
energy-related purchases

Interest rate contracts

48Interest and related charges

Foreign currency contracts

13Other Income

Total

137

Tax

(35Income tax expense

Total, net of tax

$102

Unrealized (gains) and losses on investment securities:

Realized (gain) loss on sale of securities

$7Other income

Total

7

Tax

(2Income tax expense

Total, net of tax

$5

Unrecognized pension and other postretirement benefit costs:

Amortization of prior-service costs (credits)

$(21Other income

Amortization of actuarial losses

120Other income

Total

99

Tax

(21Income tax expense

Total, net of tax

$78

Year Ended December 31, 2017

Deferred (gains) and losses on derivatives-hedging activities:

Commodity contracts

$(81Operating revenue
2Purchased gas

Interest rate contracts

52Interest and related charges

Foreign currency contracts

(20Other Income

Total

(47

Tax

18Income tax expense

Total, net of tax

$(29

Unrealized (gains) and losses on investment securities:

Realized (gain) loss on sale of securities

$(81Other income

Impairment

23Other income

Total

(58

Tax

21Income tax expense

Total, net of tax

$(37

Unrecognized pension and other postretirement benefit costs:

Prior-service costs (credits)

$(21Other income

Actuarial losses

103Other income

Total

82

Tax

(32Income tax expense

Total, net of tax

$50
 

 

137163



Combined Notes to Consolidated Financial Statements, Continued

 

 

 

The following table presents Dominion’s reclassifications out of AOCI by component:

Details about AOCI components  Amounts
reclassified
from AOCI
  Affected line item in the
Consolidated Statements of
Income
 
(millions)       

Year Ended December 31, 2016

   

Deferred (gains) and losses on derivatives-hedging activities:

   

Commodity contracts

  $(330  Operating revenue  
   13    Purchased gas  
   10    
 
Electric fuel and other
energy-related purchases
  
  

Interest rate contracts

   31    
 
Interest and related
charges
  
  

Foreign currency contracts

   17    Other Income  

Total

   (259 

Tax

   100    Income tax expense  

Total, net of tax

  $(159    

Unrealized (gains) and losses on investment securities:

   

Realized (gain) loss on sale of securities

  $(66  Other income  

Impairment

   23    Other income  

Total

   (43 

Tax

   15    Income tax expense  

Total, net of tax

  $(28    

Unrecognized pension and other postretirement benefit costs:

   

Prior-service costs (credits)

  $(15  
 
Other operations and
maintenance
  
  

Actuarial losses

   71    
 
Other operations and
maintenance
  
  

Total

   56   

Tax

   (22  Income tax expense  

Total, net of tax

  $34      

Year Ended December 31, 2015

   

Deferred (gains) and losses on derivatives-hedging activities:

   

Commodity contracts

  $(203  Operating revenue  
   15    Purchased gas  
   1    
 
Electric fuel and other
energy-related purchases
  
  

Interest rate contracts

   11    
 
Interest and related
charges
  
  

Total

   (176 

Tax

   68    Income tax expense  

Total, net of tax

  $(108    

Unrealized (gains) and losses on investment securities:

   

Realized (gain) loss on sale of securities

  $(110  Other income  

Impairment

   31    Other income  

Total

   (79 

Tax

   29    Income tax expense  

Total, net of tax

  $(50    

Unrecognized pension and other postretirement benefit costs:

   

Prior-service costs (credits)

  $(12  
 
Other operations and
maintenance
  
  

Actuarial losses

   98    
 
Other operations and
maintenance
  
  

Total

   86   

Tax

   (35  Income tax expense  

Total, net of tax

  $51      

VIRGINIA POWER

The following table presents Virginia Power’s changes in AOCI by component, net of tax:

 

  Deferred gains
and losses on
derivatives-
hedging
activities
 Unrealized gains
and losses on
investment
securities
 Total   Deferred
gains and
losses on
derivatives-
hedging
activities
 Unrealized
gains and
losses on
investment
securities
 Total 
(millions)                

Year Ended December 31, 2016

    

Year Ended December 31, 2018

    

Beginning balance

  $(7 $47   $40    

$

(12)

 

 

$

74

 

 

 

$ 62

 

Other comprehensive income before reclassifications: gains (losses)

   (2  11    9    

 

1

 

 

 

 

 

 

1

 

Amounts reclassified from AOCI: (gains) losses(1)

   1    (4  (3  

 

1

 

 

 

 

 

 

1

 

Net current period other comprehensive income (loss)

   (1  7    6    

 

2

 

 

 

 

 

 

2

 

Cumulative-effect of changes in accounting principle

  

 

(3

 

 

(73

 

 

(76

Ending balance

  $(8 $54   $46    

$

(13

 

$

1

 

 

 

$(12

Year Ended December 31, 2015

    

Year Ended December 31, 2017

    

Beginning balance

  $(7 $57   $50    

$

 (8

 

$

54

 

 

 

$ 46

 

Other comprehensive income before reclassifications: gains (losses)

   (1 (4 (5  

 

(5

 

 

24

 

 

 

19

 

Amounts reclassified from AOCI: (gains) losses(1)

   1   (6 (5

Amounts reclassified from AOCI: gains (losses)(1)

  

 

1

 

 

 

(4

 

 

(3

Net current period other comprehensive income (loss)

      (10 (10  

 

(4

 

 

20

 

 

 

16

 

Ending balance

  $(7 $47   $40    

$

(12

 

$

74

 

 

 

$ 62

 

 

(1)

See table below for details about these reclassifications.

138



The following table presents Virginia Power’s reclassifications out of AOCI by component:

 

Details about AOCI components  Amounts
reclassified
from AOCI
  Affected line item in the
Consolidated Statements of
Income
 
(millions)       

Year Ended December 31, 2016

   

(Gains) losses on cash flow hedges:

   

Interest rate contracts

  $1    Interest and related charges  

Total

   1   

Tax

       Income tax expense  

Total, net of tax

  $1      

Unrealized (gains) and losses on investment securities:

   

Realized (gain) loss on sale of securities

  $(9  Other income  

Impairment

   3    Other income  

Total

   (6 

Tax

   2    Income tax expense  

Total, net of tax

  $(4    

Year Ended December 31, 2015

   

(Gains) losses on cash flow hedges:

   

Commodity contracts

  $1    
 
Electric fuel and other
energy-related purchases
  
  

Total

   1   

Tax

       Income tax expense  

Total, net of tax

  $1      

Unrealized (gains) and losses on investment securities:

   

Realized (gain) loss on sale of securities

  $(14  Other income  

Impairment

   4    Other income  

Total

   (10 

Tax

   4    Income tax expense  

Total, net of tax

  $(6    
Details about AOCI componentsAmounts
reclassified
from AOCI
Affected line item in the
Consolidated Statements of
Income

(millions)

Year Ended December 31, 2018

(Gains) losses on cash flow hedges:

Interest rate contracts

$ 1

Interest and related charges

Total

1

Tax

Income tax expense

Total, net of tax

$ 1

Year Ended December 31, 2017

(Gains) losses on cash flow hedges:

Interest rate contracts

$ 1

Interest and related charges

Total

1

Tax

Income tax expense

Total, net of tax

$ 1

Unrealized (gains) and losses on investment securities:

Realized (gain) loss on sale of securities

$(9

Other income

Impairment

2

Other income

Total

(7

Tax

3

Income tax expense

Total, net of tax

$(4

DOMINION ENERGY GAS

The following table presents Dominion Energy Gas’ changes in AOCI by component, net of tax:

 

  Deferred gains
and losses on
derivatives-
hedging
activities
 Unrecognized
pension costs
 Total   Deferred gains
and losses on
derivatives-
hedging
activities
 Unrecognized
pension and
other
postretirement
benefit costs
 Total 
(millions)                

Year Ended December 31, 2016

    

Beginning balance

  $(17 $(82 $(99

Other comprehensive income before reclassifications: losses

   (16  (20  (36

Amounts reclassified from AOCI(1): losses

   9    3    12  

Net current period other comprehensive loss

   (7  (17  (24

Ending balance

  $(24 $(99 $(123

Year Ended December 31, 2015

    

Year Ended December 31, 2018

    

Beginning balance

  $(20 $(66 $(86  

 

$(23

 

 

$  (75

 

$

(98

Other comprehensive income before reclassifications: gains (losses)

   6   (20 (14  

 

(17

 

 

(52

 

 

(69

Amounts reclassified from AOCI(1): (gains) losses

   (3 4   1  

Amounts reclassified from AOCI: (gains) losses(1)

  

 

20

 

 

 

4

 

 

 

24

 

Net current period other comprehensive income (loss)

  

 

3

 

 

 

(48

 

 

(45

Cumulative-effect of changes in accounting principle

  

 

(5

 

 

(21

 

 

(26

Ending balance

  

 

$(25

 

 

$(144

 

$

(169

Year Ended December 31, 2017

    

Beginning balance

  

 

$(24

 

 

$  (99

 

$

(123

Other comprehensive income before reclassifications: gains (losses)

  

 

5

 

 

 

20

 

 

 

25

 

Amounts reclassified from AOCI: gains (losses)(1)

  

 

(4

 

 

4

 

 

 

 

Net current period other comprehensive income (loss)

   3   (16 (13  

 

1

 

 

 

24

 

 

 

25

 

Ending balance

  $(17 $(82 $(99  

 

$(23

 

 

$  (75

 

$

(98

(1)

(1) See table below for details about these reclassifications.

 

 

139164



Combined Notes to Consolidated Financial Statements, Continued

 

 

The following table presents Dominion Energy Gas’ reclassifications out of AOCI by component:

 

Details about AOCI components  Amounts
reclassified
from AOCI
  Affected line item in the
Consolidated Statements of Income
 
(millions)       

Year Ended December 31, 2016

   

Deferred (gains) and losses on derivatives-hedging activities:

   

Commodity contracts

  $(4  Operating revenue  

Interest rate contracts

   2    Interest and related charges  

Foreign currency contracts

   17    Other income  

Total

   15   

Tax

   (6  Income tax expense  

Total, net of tax

  $9      

Unrecognized pension costs:

   

Actuarial losses

  $5    
 
Other operations and
maintenance
  
  

Total

   5   

Tax

   (2  Income tax expense  

Total, net of tax

  $3��     

Year Ended December 31, 2015

   

Deferred (gains) and losses on derivatives-hedging activities:

   

Commodity contracts

  $(6  Operating revenue  

Total

   (6 

Tax

   3    Income tax expense  

Total, net of tax

  $(3    

Unrecognized pension costs:

   

Actuarial losses

  $7    
 
Other operations and
maintenance
  
  

Total

   7   

Tax

   (3  Income tax expense  

Total, net of tax

  $4      
Details about AOCI componentsAmounts
reclassified
from AOCI
Affected line item in the
Consolidated Statements of Income
(millions)

Year Ended December 31, 2018

Deferred (gains) and losses on derivatives-hedging activities:

Commodity contracts

$   8Operating revenue

Interest rate contracts

6Interest and related charges

Foreign currency contracts

13Other income

Total

27

Tax

(7Income tax expense

Total, net of tax

$ 20

Unrecognized pension costs:

Actuarial losses

$   6Other income

Total

6

Tax

(2Income tax expense

Total, net of tax

$   4

Year Ended December 31, 2017

Deferred (gains) and losses on derivatives-hedging activities:

Commodity contracts

$   8Operating revenue

Interest rate contracts

5Interest and related charges

Foreign currency contracts

(20Other income

Total

(7

Tax

3Income tax expense

Total, net of tax

$  (4

Unrecognized pension costs:

Actuarial losses

$   6Other income

Total

6

Tax

(2Income tax expense

Total, net of tax

$   4

Stock-Based Awards

The 2005 and 2014 Incentive Compensation Plans permit stock-based awards that include restricted stock, performance grants, goal-based stock, stock options, and stock appreciation rights. TheNon-Employee Directors Compensation Plan permits grants of restricted stock and stock options. Under provisions of these plans, employees andnon-employee directors may be granted options to purchase common stock at a price not less than its fair market value at the date of grant with a maximum term of eight years. Option terms are set at the discretion of the CGN Committee of the Board of Directors or the Board of Directors itself, as provided under each plan. No options are outstanding under either plan. At December 31, 2016,2018, approximately 2422 million shares were available for future grants under these plans.

Goal-based stock awards are granted in lieu of cash-based performance grants to certain officers who have not achieved a certain targeted level of share ownership. As of December 31, 2018, unrecognized compensation cost related to nonvested goal-based stock awards was immaterial.

Dominion Energy measures and recognizes compensation expense relating to share-based payment transactions over the

vesting period based on the fair value of the equity or liability instruments issued. Dominion’sDominion Energy’s results for the years ended

December 31, 2018, 2017 and 2016 2015 and 2014 include $33$48 million, $39$45 million, and $39$33 million,respectively, of compensation costs and $11$12 million, $14$16 million, and $14$11 million, respectively of income tax benefits related to Dominion’sDominion Energy’s stock-based compensation arrangements. Stock-based compensation cost is reported in other operations and maintenance expense in Dominion’sDominion Energy’s Consolidated Statements of Income. Excess Tax Benefits are classified as a financing cash flow. Dominion realized less than $1 million and $3 million of Excess Tax Benefits from the vesting of restricted stock awards during the year ended December 31, 2016 and 2015, respectively, and less than $1 million during the year ended December 31, 2014.

RESTRICTED STOCK

Restricted stock grants are made to officers under Dominion’sDominion Energy’s LTIP and may also be granted to certain keynon-officer employees from time to time.employees. The fair value of Dominion’sDominion Energy’s restricted stock awards is equal to the closing price of Dominion’sDominion Energy’s stock on the date of grant. New shares are issued for restricted stock awards on the date of grant and generally vest over a three-year service period. The following table provides a summary of restricted stock activity for the years ended December 31, 2016, 20152018, 2017 and 2014:2016:

 

  Shares 

Weighted

- average

Grant Date

Fair Value

   Shares 

Weighted

—average
Grant Date
Fair Value

 
  (thousands)     (thousands)   

Nonvested at December 31, 2013

   1,007   $49.35  

Granted

   354   67.98  

Vested

   (278 44.50  

Cancelled and forfeited

   (18 53.61  

Nonvested at December 31, 2014

   1,065   $56.74  

Granted

   302   73.26  

Vested

   (510 50.71  

Cancelled and forfeited

   (2 62.62  

Nonvested at December 31, 2015

   855   $66.16     855  $66.16 

Granted

   372    71.67     372  71.67 

Vested

   (301  56.83     (301 56.83 

Cancelled and forfeited

   (40  71.75     (40 71.75 

Nonvested at December 31, 2016

   886   $71.40     886  $71.40 

Granted

   454  74.24 

Vested

   (287 68.90 

Cancelled and forfeited

   (10 72.37 

Nonvested at December 31, 2017

   1,043  $73.32 

Granted

   534   72.92 

Vested

   (316  73.59 

Cancelled and forfeited

   (53  74.25 

Nonvested at December 31, 2018

   1,208   $73.03 

As of December 31, 2016,2018, unrecognized compensation cost related to nonvested restricted stock awards totaled $31$49 million and is expected to be recognized over a weighted-average period of 1.92.1 years. The fair value of restricted stock awards that vested was $23 million, $21 million, $37 million, and $19$21 million in 2016, 20152018, 2017 and 2014,2016, respectively. Employees may elect to have shares of restricted stock withheld upon vesting to satisfy tax withholding obligations. The number of shares withheld will vary for each employee depending on the vesting date fair market value of Dominion Energy stock and the applicable federal, state and local tax withholding rates.

GOAL-BASED STOCK

Goal-based stock awards are granted under Dominion’s LTIP to officers who have not achieved a certain targeted level of share ownership, in lieu of cash-based performance grants. Current outstanding goal-based shares include awards granted to officers in February 2015 and February 2016.

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The issuance of awards is based on the achievement of two performance metrics during atwo-year period: TSR relative to that of companies listed as members of the Philadelphia Utility Index as of the end of the performance period and ROIC. The actual number of shares issued will vary between zero and 200% of targeted shares depending on the level of performance metrics achieved. The fair value of goal-based stock is determined on the date of grant. Awards to officers vest at the end of thetwo-year performance period. All goal-based stock awards are settled by issuing new shares.

The following table provides a summary of goal-based stock activity for the years ended December 31, 2016, 2015 and 2014:

    

Targeted

Number of

Shares

  

Weighted

- average

Grant

Date Fair

Value

 
   (thousands)    

Nonvested at December 31, 2013

   5  $53.85 

Granted

   13   68.83 

Vested

   (1  52.48 

Nonvested at December 31, 2014

   17  $65.15 

Granted

   14   72.72 

Vested

   (7  56.22 

Nonvested at December 31, 2015

   24  $72.27 

Granted

   12   69.93 

Vested

   (10  68.83 

Cancelled and forfeited

   (3  68.83 

Nonvested at December 31, 2016

   23  $72.99 

At December 31, 2016, the targeted number of shares expected to be issued under the February 2015 and February 2016 awards was approximately 23 thousand. In January 2017, the CGN Committee determined the actual performance against metrics established for the February 2015 awards with a performance period that ended December 31, 2016. Based on that determination, the total number of shares to be issued under the February 2015 goal-based stock awards was approximately 9 thousand.

As of December 31, 2016, unrecognized compensation cost related to nonvested goal-based stock awards was not material.

CASH-BASED PERFORMANCE GRANTS

Cash-based performance grants are made to Dominion’sDominion Energy’s officers under Dominion’sDominion Energy’s LTIP. The actual payout of cash-based performance grants will vary between zero and 200% of the targeted amount based on the level of performance metrics achieved.

In February 2014, a cash-based performance grant was made to officers. The performance grant was paid out in January 2016, based on the achievement of two performance metrics during 2014 and 2015: TSR relative to that of companies listed as members of the Philadelphia Utility Index as of the end of the performance period and ROIC. The total of the payout under the grant was $10 million.

In February 2015, a cash-based performance grant was made to officers. Payout of the performance grant occurred in January 2017 based on the achievement of two performance metrics during 2015 and 2016: TSR relative to that of companies listed as members of the Philadelphia Utility Index as of the end of the performance period and ROIC. The total of the payout under the grant was $10 million.

In February 2016, a cash-based performance grant was made to officers. Payout of the performance grant is expected to occur by March 15, 2018 based on the achievement of two performance metrics during 2016 and 2017: TSR relative to that of companies listed as members of the Philadelphia Utility Index as of the end of the performance period and ROIC. The total of the payout under the grant was $12 million.

165


Combined Notes to Consolidated Financial Statements, Continued

In February 2017, two cash-based performance grants were made to officers as Dominion Energy transitioned from atwo-year performance period to a three-year performance period. Payout of thetwo-year grant occurred in January 2019 based on the achievement of two performance metrics during 2017 and 2018: TSR relative to that of companies that are members of Dominion Energy’s compensation peer group and ROIC with an additional partial payout based on Dominion Energy’s price-earnings ratio relative to that of the members of Dominion Energy’s compensation peer group. The total of the payout under thetwo-year grant was $13 million and a liability of $13 million had been accrued for this award. Payout of the three-year cash-based performance grant is expected to occur by March 15, 2020 based on the achievement of two performance metrics during 2017, 2018 and 2019: TSR relative to that of companies that are members of Dominion Energy’s compensation peer group and ROIC. There are additional opportunities to earn a portion of the awards based on Dominion Energy’s absolute TSR or relative price-earnings ratio performance. At December 31, 2016,2018, the targeted amount of the three-year grant was $14 million and a liability of $6$10 million had been accrued for the award.

In February 2018, a cash-based performance grant was made to officers. Payout of the three-year cash-based performance grant is expected to occur by March 15, 2021 based on the achievement of two performance metrics during 2018, 2019 and 2020: TSR relative to that of companies that are members of Dominion Energy’s compensation peer group and ROIC. There are additional opportunities to earn a portion of the awards based on Dominion Energy’s absolute TSR or relative price-earnings ratio performance. At December 31, 2018, the targeted amount of the three-year grant was $16 million and a liability of $5 million had been accrued for this award.

 

 

NOTE 20. DIVIDEND RESTRICTIONS

The Virginia Commission may prohibit any public service company, including Virginia Power, from declaring or paying a dividend to an affiliate if found to be detrimental to the public interest. At December 31, 2016,2018, the Virginia Commission had not restricted the payment of dividends by Virginia Power.

The North Carolina Commission, in its order approving the SCANA Combination, limited cumulative dividends payable to Dominion Energy by Virginia Power and PSNC to (i) the amount of retained earnings at closing of the SCANA Combination plus (ii) any future earnings recorded by Virginia Power and PSNC after such date. In addition, notice to the North Carolina Commission is required if payment of dividends causes the equity component of Virginia Power and PSNC’s capital structure to fall below 45%.

The Ohio Commission may prohibit any public service company, including East Ohio, from declaring or paying a dividend to an affiliate if found to be detrimental to the public interest. At December 31, 2016,2018, the Ohio Commission had not restricted the payment of dividends by East Ohio.

Pursuant to the SCANA Merger Approval Order, the amount of any SCE&G dividends paid must be reasonable and consistent with the long-term payout ratio of the electric utility industry and gas distribution industry. There is no specific restriction on the payment of dividends by SCE&G.

The Utah Commission may prohibit any public service company, including Questar Gas, from declaring or paying a dividend to an affiliate if found to be detrimental to the public interest. At December 31, 2016,2018, the Utah Commission had not restricted the payment of dividends by Questar Gas.

Certain agreements associated with the Companies’ credit facilities containfacility contains restrictions on the ratio of debt to total capitalization. These limitations did not restrict the Companies’ ability to pay dividends or receive dividends from their subsidiaries at December 31, 2016.2018.

In connection with the SCANA Combination, under the terms of the merger agreement, Dominion Energy could not declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any of its capital stock, other than regular quarterly cash dividends from January 2018 through January 2019.

As part of the merger agreement with Dominion Energy Midstream from November 2018 through January 2019, Dominion Energy could not declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any of its capital stock, other than regular quarterly cash dividends.

See Note 17 for a description of potential restrictions on dividend payments by Dominion Energy in connection with the deferral of interest payments on certain junior subordinated notes and equity units, initially in the form of corporate units.

 

 

NOTE 21. EMPLOYEE BENEFIT PLANS

Dominion Energy and Dominion Energy Gas—Defined Benefit Plans

Dominion Energy provides certain retirement benefits to eligible active employees, retirees and qualifying dependents. Dominion Energy Gas participates in a number of the Dominion-sponsoredDominion Energy-sponsored retirement plans. Under the terms of its benefit plans, Dominion Energy reserves the right to change, modify or terminate the plans. From time to time in the past, benefits have changed, and some of these changes have reduced benefits.

Dominion Energy maintains qualified noncontributory defined benefit pension plans covering virtually all employees. Retirement benefits are based primarily on years of service, age and the employee’s compensation. Dominion’sDominion Energy’s funding policy is to contribute annually an amount that is in accordance with the provisions of ERISA. The pension programs also provide benefits to certain retired executives under company-sponsored nonqualified employee benefit plans. The nonqualified plans are funded through contributions to grantor trusts. Dominion Energy also provides retiree healthcare and life insurance benefits with annual employee premiums based on several factors such as age, retirement date and years of service.

Pension benefits for Dominion Energy Gas employees not represented by collective bargaining units are covered by the Domin-

141



Combined Notes to Consolidated Financial Statements, Continued

ionDominion Energy Pension Plan, a defined benefit pension plan sponsored by Dominion Energy that provides benefits to multiple Dominion Energy subsidiaries. Pension benefits for Dominion Energy Gas employees represented by collective bargaining units are covered by separate pension plans for East Ohio and, for DTI,DETI, a plan that provides benefits to employees of both DTIDETI and Hope. Employee compensation is the basis for allocating

166


pension costs and obligations between DTIDETI and Hope and determining East Ohio’s share of total pension costs.

Retiree healthcare and life insurance benefits for Dominion Energy Gas employees not represented by collective bargaining units are covered by the Dominion Energy Retiree Health and Welfare Plan, a plan sponsored by Dominion Energy that provides certain retiree healthcare and life insurance benefits to multiple Dominion Energy subsidiaries. Retiree healthcare and life insurance benefits for Dominion Energy Gas employees represented by collective bargaining units are covered by separate other postretirement benefit plans for East Ohio and, for DTI,DETI, a plan that provides benefits to both DTIDETI and Hope. Employee headcount is the basis for allocating other postretirement benefit costs and obligations between DTIDETI and Hope and determining East Ohio’s share of total other postretirement benefit costs.

Pension and other postretirement benefit costs are affected by employee demographics (including age, compensation levels and years of service), the level of contributions made to the plans and earnings on plan assets. These costs may also be affected by changes in key assumptions, including expected long-term rates of return on plan assets, discount rates, healthcare cost trend rates, mortality rates and the rate of compensation increases.

Dominion Energy uses December 31 as the measurement date for all of its employee benefit plans, including those in which Dominion Energy Gas participates. Dominion Energy uses the market-related value of pension plan assets to determine the expected return on plan assets, a component of net periodic pension cost, for all pension plans, including those in which Dominion Energy Gas participates. The market-related value recognizes changes in fair value on a straight-line basis over a four-year period, which reducesyear-to-year volatility. Changes in fair value are measured as the difference between the expected and actual plan asset returns, including dividends, interest and realized and unrealized investment gains and losses. Since the market-related value recognizes changes in fair value over a four-year period, the future market-related value of pension plan assets will be impacted as previously unrecognized changes in fair value are recognized.

Dominion’sDominion Energy’s pension and other postretirement benefit plans hold investments in trusts to fund employee benefit payments.

Dominion’s Dominion Energy’s pension and other postretirement plan assets experienced aggregate actual returns (losses) of $534$(605) million and $1.6 billion in 20162018 and aggregate actual losses of $72 million in 2015,2017, respectively, versus expected returns of $691$806 million and $648$767 million, respectively. Dominion Energy Gas’ pension and other postretirement plan assets for employees represented by collective bargaining units experienced aggregate actual returns (losses) of $130$(129) million and $335 million in 20162018 and aggregate actual losses of $13 million in 2015,2017, respectively, versus expected returns of $157$178 million and $150$165 million, respectively. Differences between actual and expected returns on plan assets are accumulated and amortized during future periods. As such, any investment-related declines in these trusts will result in future increases in the net

periodic cost recognized for such employee benefit plans and will

be included in the determination of the amount of cash to be contributed to the employee benefit plans.

In October 2014, the Society of Actuaries published new mortality tables and mortality improvement scales. Such tables and scales are used to develop mortality assumptions for use in determining pension and other postretirement benefit liabilities and expense. Following evaluation of the new tables, Dominion changed its assumption for mortality rates to reflect a generational improvement scale. This change in assumption increased net periodic benefit cost for Dominion and Dominion Gas (for employees represented by collective bargaining units) by $25 million and $3 million, respectively, for 2015.

During 2016, Dominion Energy and Dominion Energy Gas (for employees represented by collective bargaining units) engaged their actuary to conduct an experience study of their employees demographics over a five-year period as compared to significant assumptions that were being used to determine pension and other

postretirement benefit obligations and periodic costs. These assumptions primarily included mortality, retirement rates, termination rates, and salary increase rates. The changes in assumptions implemented as a result of the experience study resulted in increases of $290 million and $38 million in the pension and other postretirement benefits obligations, respectively, at December 31, 2016 for Dominion Energy and $24 million and $9 million in the pension and other postretirement benefits obligations, respectively, at December 31, 2016 for Dominion Energy Gas. In addition, these changes will increaseincreased net periodic benefit costs for Dominion by $42 million for Dominion Energy during 2017. The increase in net periodic benefit costs for Dominion Energy Gas forduring 2017 iswas immaterial.

Plan Amendments and RemeasurementsPLAN AMENDMENTSAND REMEASUREMENTS

In the thirdfourth quarter of 2017, Dominion Energy remeasured its pension and other postretirement benefit plans as a result of voluntary and involuntary separation programs at Dominion Energy Questar. The settlement and related remeasurement resulted in a reduction in the pension benefit obligation of approximately $75 million and an increase in the accumulated postretirement benefit obligation of approximately $2 million. The discount rates used for the 2017 pension cost and related settlement were 4.46% as of December 31, 2016, 4.51% as of January 31, 2017 and 4.05% as of June 30 and September 30, 2017. All other assumptions used were consistent with the measurement as of December 31, 2016.

In the first quarter of 2017, Dominion Energy and Dominion Energy Gas remeasured an other postretirement benefit plan as a result of an amendment that changedpost-65 retiree medical coverage for certain current and future Local 69 retirees effective July 1, 2017. The remeasurement resulted in a decrease in Dominion Energy and Dominion Energy Gas’ accumulated postretirement benefit obligation of $73 million and $61 million, respectively. As a result of regulatory accounting, the remeasurement had an immaterial impact on net income for both Dominion Energy and Dominion Energy Gas. The discount rate used for the remeasurement was 4.30%. All other assumptions used were consistent with the measurement as of December 31, 2016.

Also during the first quarter of 2017, Dominion Energy recorded a $7 million ($4 millionafter-tax) charge, including $6 million ($4 millionafter-tax) at Dominion Energy Gas, as a result of additional payments associated with the new collective bargaining agreement, which is reflected in other operations and maintenance expense in their Consolidated Statements of Income.

In the third quarter of 2016, Dominion Energy remeasured an other postretirement benefit plan as a result of an amendment that changedpost-65 retiree medical coverage for certain current and future Local 50 retirees effective April 1, 2017. The remeasurement resulted in a decrease in Dominion’sDominion Energy’s accumulated postretirement benefit obligation of $37 million. The impact of the remeasurement on net periodic benefit credit was recognized prospectively from the remeasurement date and increased the net periodic benefit credit for 2016 by $9 million. The discount rate used for the remeasurement was 3.71% and the demographic and mortality assumptions were updated using plan-specific studies and mortality improvement scales. The expected long-term rate of return used was consistent with the measurement as of December 31, 2015.

In the third quarter of 2014, East Ohio remeasured its other postretirement benefit plan as a result of an amendment that changed medical coverage upon the attainment of age 65 for certain future retirees effective January 1, 2016. For employees represented by collective bargaining units, the remeasurement resulted in an increase in the accumulated postretirement benefit obligation of $22 million. The impact of the remeasurement on net periodic benefit credit was recognized prospectively from the remeasurement date and reduced net periodic benefit credit for 2014, for employees represented by collective bargaining units, by less than $1 million. The discount rate used for the remeasurement was 4.20% and the expected long-term rate of return used was 8.50%. All other assumptions used for the remeasurement were consistent with the measurement as of December 31, 2013.

 

 

142   167


Combined Notes to Consolidated Financial Statements, Continued

 



 

 

Funded StatusFUNDED STATUS

The following table summarizes the changes in pension plan and other postretirement benefit plan obligations and plan assets and includes a statement of the plans’ funded status for Dominion Energy and Dominion Energy Gas (for employees represented by collective bargaining units):

 

 Pension Benefits Other Postretirement Benefits   Pension Benefits Other Postretirement Benefits 
Year Ended December 31, 2016 2015         2016         2015   2018 2017 2018 2017 
(millions, except percentages)                   

Dominion

    

Dominion Energy

     

Changes in benefit obligation:

         

Benefit obligation at beginning of year

 $6,391  $6,667  $1,430  $1,571   $9,052  $8,132  $1,529  $1,478 

Dominion Questar Combination

  817      85    

Service cost

  118  126   31  40    157  138   27  26 

Interest cost

  317  287   65  67    337  345   56  60 

Benefits paid

  (286  (246  (83  (79   (358 (323  (87 (83

Actuarial (gains) losses during the year

  784  (443  166  (138   (688 830   (158 119 

Plan amendments(1)

        (216  (31     5   (4 (73

Settlements and curtailments(2)

  (9              (75    2 

Benefit obligation at end of year

 $8,132  $6,391  $1,478  $1,430   $8,500  $9,052  $1,363  $1,529 

Changes in fair value of plan assets:

         

Fair value of plan assets at beginning of year

 $6,166  $6,480  $1,382  $1,402   $8,062  $7,016  $1,729  $1,512 

Dominion Questar Combination

  704      45    

Actual return (loss) on plan assets

  426  (71  108  (1   (513 1,327   (92 236 

Employer contributions

  15  3   12  12    6  118   12  13 

Benefits paid

  (286  (246  (35  (31   (358 (323  (68 (32

Settlements(2)

  (9              (76      

Fair value of plan assets at end of year

 $7,016  $6,166  $1,512  $1,382   $7,197  $8,062  $1,581  $1,729 

Funded status at end of year

 $(1,116 $(225 $34  $(48  $(1,303 $(990 $218  $200 

Amounts recognized in the Consolidated Balance Sheets at December 31:

         

Noncurrent pension and other postretirement benefit assets

 $930  $931  $148  $12   $1,003  $1,117  $276  $261 

Other current liabilities

  (43  (14  (5  (3   (34 (8  (2   

Noncurrent pension and other postretirement benefit liabilities

  (2,003 (1,142  (109  (57   (2,272 (2,099  (56 (61

Net amount recognized

 $(1,116)  $(225 $34  $(48  $(1,303 $(990 $218  $200 

Significant assumptions used to determine benefit obligations as of December 31:

         

Discount rate

  3.31%–4.50  4.96%–4.99  3.92%–4.47 4.93%–4.94   4.42%–4.43%  3.80%–3.81%   4.37%–4.38%  3.76% 

Weighted average rate of increase for compensation

  4.09  4.22  3.29 4.22   4.32%  4.09%   4.30%-4.55%  3.95%-4.11% 

Dominion Gas

    

Dominion Energy Gas

     

Changes in benefit obligation:

         

Benefit obligation at beginning of year

 $608  $638  $292  $320   $773  $683  $290  $320 

Service cost

  13  15   5  7    18  15   4  4 

Interest cost

  30  27   14  14    29  30   11  12 

Benefits paid

  (32  (29  (19  (18   (34 (33  (18 (19

Actuarial (gains) losses during the year

  64  (43  28  (31   (56 78   (27 34 

Plan amendments(1)

         (4 (61

Benefit obligation at end of year

 $683  $608  $320  $292   $730  $773  $256  $290 

Changes in fair value of plan assets:

         

Fair value of plan assets at beginning of year

 $1,467  $1,510  $283  $288   $1,803  $1,542  $333  $299 

Actual return (loss) on plan assets

  107  (14  23  1    (113 294   (16 41 

Employer contributions

        12  12          12  12 

Benefits paid

  (32  (29  (19  (18   (34 (33  (18 (19

Fair value of plan assets at end of year

 $1,542  $1,467  $299  $283   $1,656  $1,803  $311  $333 

Funded status at end of year

 $859  $859  $(21 $(9  $926  $1,030  $55  $43 

Amounts recognized in the Consolidated Balance Sheets at December 31:

         

Noncurrent pension and other postretirement benefit assets

 $859  $859  $  $   $926  $1,030  $63  $57 

Noncurrent pension and other postretirement benefit liabilities(3)

        (21 (9         (8 (14

Net amount recognized

 $859  $859  $(21 $(9  $926  $1,030  $55  $43 

Significant assumptions used to determine benefit obligations as of December 31:

         

Discount rate

  4.50  4.99  4.47  4.93   4.42 3.81  4.37 3.76

Weighted average rate of increase for compensation

  4.11  3.93  n/a   3.93   4.55 4.11  n/a  n/a 

 

(1)

2016 amount relates2017 amounts relate primarily to a plan amendment that changedpost-65 retiree medical coverage for certain current and future Local 5069 retirees effective AprilJuly 1, 2017. 2015 amount relates primarily to a plan amendment that changed retiree medical benefits for certain nonunion employees after Medicare eligibility.

(2)

Relates2017 amount relates primarily to settlement and curtailment as a settlement for certain executives.result of the voluntary and involuntary separation programs at Dominion Energy Questar.

(3)

Reflected in other deferred credits and other liabilities in Dominion Energy Gas’ Consolidated Balance Sheets.

 

168   143



Combined Notes to Consolidated Financial Statements, Continued

 

 

The ABO for all of Dominion’sDominion Energy’s defined benefit pension plans was $7.3$7.8 billion and $5.8$8.2 billion at December 31, 20162018 and 2015,2017, respectively. The ABO for the defined benefit pension plans covering Dominion Energy Gas employees represented by collective bargaining units was $640$689 million and $578$724 million at December 31, 20162018 and 2015,2017, respectively.

Under its funding policies, Dominion Energy evaluates plan funding requirements annually, usually in the fourth quarter after receiving updated plan information from its actuary. Based on the funded status of each plan and other factors, Dominion Energy determines the amount of contributions for the current year, if any, at that time. During 2016,2018, Dominion Energy and Dominion Energy Gas made no contributions to the qualified defined benefit pension plansplans. Dominion Energy expects to make $21 million of the minimum required contributions in 2019, and no contributions are currently expected in 2017. In January 2017,2019 for Dominion made a $75 million contribution to Dominion Questar’s qualified pension plan to satisfy a regulatory condition to closing of the Dominion Questar Combination. In July 2012, the MAP 21 Act was signed into law. This Act includes an increase in the interest rates used to determine plan sponsors’ pension contributions for required funding purposes. In 2014, the HATFA of 2014 was signed into law. Similar to the MAP 21 Act, the HATFA of 2014 adjusts the rules for calculating interest rates used in determining funding obligations. It is estimated that the new interest rates will reduce required pension contributions through 2019. Dominion believes that required pension contributions will rise subsequent to 2019, resulting in an estimated $200 million reduction in net cumulative required contributions over a 10-year period.Energy Gas.

Certain regulatory authorities have held that amounts recovered in utility customers’ rates for other postretirement benefits, in excess of benefits actually paid during the year, must be deposited in trust funds dedicated for the sole purpose of paying such benefits. Accordingly, certain of Dominion’sDominion Energy’s subsidiaries, including Dominion Energy Gas, fund other postretirement benefit costs through VEBAs. Dominion’sDominion Energy’s remaining subsidiaries do not prefund other postretirement benefit costs but instead pay claims as presented. Dominion’sDominion Energy’s contributions to VEBAs, all of which pertained to Dominion Energy Gas employees, totaled $12 million for both 20162018 and 2015,2017, and Dominion Energy expects to contribute approximately $12 million to the Dominion Energy VEBAs in 2017,2019, all of which pertains to Dominion Energy Gas employees.

Dominion Energy and Dominion Energy Gas do not expect any pension or other postretirement plan assets to be returned during 2017.2019.

The following table provides information on the benefit obligations and fair value of plan assets for plans with a benefit obligation in excess of plan assets for Dominion Energy and Dominion Energy Gas (for employees represented by collective bargaining units):

 

    Pension Benefits   

Other Postretirement

Benefits

 
As of December 31,  2016   2015   2016   2015 
(millions)                

Dominion

        

Benefit obligation

  $7,386   $5,728   $470   $359 

Fair value of plan assets

   5,340    4,571    356    299 

Dominion Gas

        

Benefit obligation

  $   $   $320   $292 

Fair value of plan assets

           299    283 
    Pension Benefits   

Other Postretirement

Benefits

 
As of December 31,  2018   2017   2018   2017 
(millions)                

Dominion Energy

        

Benefit obligation

  $7,705   $8,209    $164    $191 

Fair value of plan assets

   5,398    6,103    136    156 

Dominion Energy Gas

        

Benefit obligation

  $   $    $134    $157 

Fair value of plan assets

           126    143 

The following table provides information on the ABO and fair value of plan assets for Dominion’sDominion Energy’s pension plans with an ABO in excess of plan assets:

 

As of December 31,  2016   2015   2018   2017 
(millions)                

Accumulated benefit obligation

  $5,987   $5,198   $7,056   $7,392 

Fair value of plan assets

   4,653    4,571    5,398    6,103 

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid for Dominion’sDominion Energy and Dominion Energy Gas’ (for employees represented by collective bargaining units) plans:

 

    Estimated Future Benefit Payments 
    Pension Benefits   Other Postretirement
Benefits
 
(millions)        

Dominion

    

2017

  $380   $92 

2018

   361    96 

2019

   373    97 

2020

   398    99 

2021

   415    100 
2022-2026  2,345   490 

Dominion Gas

    

2017

  $33   $17 

2018

   35    18 

2019

   37    19 

2020

   38    19 

2021

   40    20 

2022-2026

   211    101 
    Estimated Future Benefit Payments 
    Pension Benefits   

Other Postretirement

Benefits

 
(millions)        

Dominion Energy

    

2019

   $407    $98 

2020

   405    99 

2021

   426    99 

2022

   442    99 

2023

   465    98 
2024-2028  2,548   461 

Dominion Energy Gas

    

2019

   $37    $19 

2020

   39    19 

2021

   40    19 

2022

   42    19 

2023

   43    19 

2024-2028

   223    90 

Plan AssetsPLAN ASSETS

Dominion’sDominion Energy’s overall objective for investing its pension and other postretirement plan assets is to achieve appropriate long-term rates of return commensurate with prudent levels of risk. As a participating employer in various pension plans sponsored by Dominion Energy, Dominion Energy Gas is subject to Dominion’sDominion Energy’s investment policies for such plans. To minimize risk, funds are broadly diversified among asset classes, investment strategies and investment advisors. The strategic target asset allocations for Dominion’sDominion Energy’s pension funds are 28% U.S. equity, 18%non-U.S. equity, 35% fixed income, 3% real estate and 16% other alternative investments. U.S. equity includes investments inlarge-cap,mid-cap andsmall-cap companies located in the U.S.Non-U.S. equity includes investments inlarge-cap andsmall-cap companies located outside of the U.S. including both developed and emerging markets. Fixed income includes corporate debt instruments of companies from diversified industries and U.S. Treasuries. The U.S. equity,non-U.S. equity and fixed income investments are in individual securities as well as mutual funds. Real estate includes equity real estate investment trusts and investments in partnerships. Other alternative investments include partnership investments in private equity, debt and hedge funds that follow several different strategies.

Dominion Energy also utilizes common/collective trust funds as an investment vehicle for its defined benefit plans. A common/collective trust fund is a pooled fund operated by a bank or trust company for investment of the assets of various organizations and

144



individuals in a well-diversified portfolio. Common/collective trust funds are funds of grouped assets that follow various investment strategies.

Strategic investment policies are established for Dominion’sDominion Energy’s prefunded benefit plans based upon periodic asset/liability studies. Factors considered in setting the investment policy include employee demographics, liability growth rates, future discount rates, the funded status of the plans and the expected long-term rate of return on plan assets. Deviations from

169


Combined Notes to Consolidated Financial Statements, Continued

the plans’ strategic allocation are a function of Dominion’sDominion Energy’s assessments regarding short-term risk and reward opportunities in the capital markets and/or short-term market movements which result in the plans’ actual asset allocations varying from the strategic target asset allocations. Through periodic rebalancing, actual allocations are brought back in line with the target. Future asset/liability studies will focus on strategies to furtherfur-

ther reduce pension and other postretirement plan risk, while still achieving attractive levels of returns. Financial derivatives may be used to obtain or manage market exposures and to hedge assets and liabilities.

For fair value measurement policies and procedures related to pension and other postretirement benefit plan assets, see Note 6.

145



Combined Notes to Consolidated Financial Statements, Continued

 

The fair values of Dominion’sDominion Energy and Dominion Energy Gas’ (for employees represented by collective bargaining units) pension plan assets by asset category are as follows:

 

At December 31,  2016   2015   2018   2017 
  Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3   Total 
(millions)                                                                

Dominion

                

Dominion Energy

                

Cash and cash equivalents

  $12   $2   $   $14   $16   $   $   $16   $17   $1    $—   $18   $18   $    $—   $18 

Common and preferred stocks:

                                

U.S.

   1,705            1,705    1,736            1,736    1,645            1,645    1,902            1,902 

International

   928            928    786            786    1,061            1,061    1,151            1,151 

Insurance contracts

       334        334        330        330        318        318        352        352 

Corporate debt instruments

   35    682        717    44    695        739    23    729        752    41    729        770 

Government securities

   13    522        535    85    390        475    25    605        630    9    676        685 

Total recorded at fair value

  $2,693   $1,540   $   $4,233   $2,667   $1,415   $   $4,082   $2,771   $1,653    $—   $4,424   $3,121   $1,757    $—   $4,878 

Assets recorded at NAV(1):

                                

Common/collective trust funds(2)

         1,960          1,200 

Common/collective trust funds

         1,849          2,272 

Alternative investments:

                                

Real estate funds

         121          153          108          111 

Private equity funds

         506          465          633          606 

Debt funds

         153          170          155          161 

Hedge funds

            25             86             17             19 

Total recorded at NAV

           $2,765            $2,074            $2,762            $3,169 

Total investments(3)(2)

           $6,998            $6,156            $7,186            $8,047 

Dominion Gas

                

Dominion Energy Gas

                

Cash and cash equivalents

  $3   $   $   $3   $4   $   $   $4   $4   $    $—   $4   $4   $    $—   $4 

Common and preferred stocks:

                                

U.S.

   375            375    413            413    378            378    425            425 

International

   203            203    187            187    244            244    257            257 

Insurance contracts

       73        73        78        78        73        73        79        79 

Corporate debt instruments

   8    150        158    10    165        175    5    168        173    9    163        172 

Government securities

   3    115        118    20    93        113    6    139        145    2    151        153 

Total recorded at fair value

  $592   $338   $   $930   $634   $336   $   $970   $637   $380    $—   $1,017   $697   $393    $—   $1,090 

Assets recorded at NAV(1):

                                

Common/collective trust funds(4)

         430          286 

Common/collective trust funds

         425          509 

Alternative investments:

                                

Real estate funds

         27          36          25          25 

Private equity funds

         111          111          146          135 

Debt funds

         34          40          36          36 

Hedge funds

            6             21             4             4 

Total recorded at NAV

           $608            $494            $636            $709 

Total investments(5)(3)

           $1,538            $1,464            $1,653            $1,799 

 

(1)

These investments that are measured at fair value using the NAV per share (or its equivalent) as a practical expedient which are not required to be categorized in the fair value hierarchy.

(2)

Also included in the common collective trust funds is the Northern Trust Collective Short-Term Investment Fund, totaling $167 million and $125 million at December 31, 2016 and 2015, respectively, which is comprised of money market instruments with short-term maturities used for temporary investment. Liquidity is emphasized to provide for redemption of units on any business day. Principal preservation is also a prime objective. Admissions and withdrawals are made daily. Interest is accrued daily and distributed monthly.

(3)IncludesExcludes net assets related to pending sales of securities of $46$12 million, net accrued income of $19$21 million, and excludesincludes net assets related to pending purchases of securities of $47$22 million at December 31, 2016. Includes2018. Excludes net assets related to pending sales of securities of $112$11 million, net accrued income of $16$19 million, and excludesincludes net assets related to pending purchases of securities of $118$15 million at December 31, 2015.2017.

(4)(3)

Also included in the common collective trust funds is the Northern Trust Collective Short-Term Investment Fund, totaling $37 million and $30 million at December 31, 2016 and 2015, respectively, which is comprised of money market instruments with short-term maturities used for temporary investment. Liquidity is emphasized to provide for redemption of units on any business day. Principal preservation is also a prime objective. Admissions and withdrawals are made daily. Interest is accrued daily and distributed monthly.

(5)IncludesExcludes net assets related to pending sales of securities of $10$3 million, net accrued income of $4$5 million, and excludesincludes net assets related to pending purchases of securities of $10$5 million at December 31, 2016. Includes2018. Excludes net assets related to pending sales of securities of $27$3 million, net accrued income of $4 million, and excludesincludes net assets related to pending purchases of securities of $28$3 million at December 31, 2015.2017.

 

146170    


 



 

The fair values of Dominion’sDominion Energy and Dominion Energy Gas’ (for employees represented by collective bargaining units) other postretirement plan assets by asset category are as follows:

 

At December 31,  2016   2015   2018   2017 
  Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3   Total 
(millions)                                                                

Dominion

                

Dominion Energy

                

Cash and cash equivalents

  $1   $1   $   $2   $1   $1   $   $2    $1    $1    $—   $2    $1    $2    $—    $3 

Common and preferred stocks:

                                

U.S.

   571            571    531            531    554            554    636            636 

International

   143            143    134            134    170            170    196            196 

Insurance contracts

       19        19        18        18        19        19        21        21 

Corporate debt instruments

   2    40        42    3    38        41    1    44        45    2    44        46 

Government securities

   1    30        31    4    22        26    2    37        39    1    41        42 

Total recorded at fair value

  $718   $90   $   $808   $673   $79   $   $752    $728    $101    $—   $829    $836    $108    $—    $944 

Assets recorded at NAV(1):

                                

Common/collective trust funds(2)

         621          543 

Common/collective trust funds

         650          689 

Alternative investments:

                                

Real estate funds

         9          14          10          9 

Private equity funds

         59          54          80          73 

Debt funds

         12          14          10          11 

Hedge funds

            1             5             1             1 

Total recorded at NAV

           $702            $630            $751             $783 

Total investments(3)(2)

           $1,510            $1,382            $1,580             $1,727 

Dominion Gas

                

Dominion Energy Gas

                

Common and preferred stocks:

                                

U.S.

  $121   $   $   $121   $113   $   $   $113    $113    $—    $—   $113    $130    $—    $—    $130 

International

   24            24    24            24    30            30    33            33 

Total recorded at fair value

  $145   $   $   $145   $137   $   $   $137    $143    $—    $—   $143    $163    $—    $—    $163 

Assets recorded at NAV(1):

                                

Common/collective trust funds(4)

         140          132 

Common/collective trust funds

         148          154 

Alternative investments:

                                

Real estate funds

         1          2          2          1 

Private equity funds

         12          11          18          15 

Debt funds

            1             1                           

Total recorded at NAV

           $154            $146            $168             $170 

Total investments

           $299            $283            $311             $333 

 

(1)

These investments that are measured at fair value using the NAV per share (or its equivalent) as a practical expedient which are not required to be categorized in the fair value hierarchy.

(2)

Also included in the common collective trust funds is the Northern Trust Collective Short-Term Investment Fund, totaling $16 million and $9 million at December 31, 2016 and 2015, respectively, which is comprised of money market instruments with short-term maturities used for temporary investment. Liquidity is emphasized to provide for redemption of units on any business day. Principal preservation is also a prime objective. Admissions and withdrawals are made daily. Interest is accrued daily and distributed monthly.

(3)IncludesExcludes net assets related to pending sales of securities of $5$1 million, net accrued income of $2 million, and excludesincludes net assets related to pending purchases of securities of $5$2 million at December 31, 2016.
(4)Also included in the common collective trust funds is the Northern Trust Collective Short-Term Investment Fund, totaling2018. Excludes net assets related to pending sales of securities of $1 million, net accrued income of $2 million, and $3includes net assets related to pending purchases of securities of $1 million at December 31, 2016 and 2015, respectively, which is comprised of money market instruments with short-term maturities used for temporary investment. Liquidity is emphasized to provide for redemption of units on any business day. Principal preservation is also a prime objective. Admissions and withdrawals are made daily. Interest is accrued daily and distributed monthly.2017.

 

    147171



Combined Notes to Consolidated Financial Statements, Continued

 

 

 

The Plan’s investments are determined based on the fair values of the investments and the underlying investments, which have been determined as follows:

 

  

Cash and Cash Equivalents—Investments are held primarily in short-term notes and treasury bills, which are valued at cost plus accrued interest.

  

Common and Preferred Stocks—Investments are valued at the closing price reported on the active market on which the individual securities are traded.

  

Insurance Contracts—Investments in Group Annuity Contracts with John Hancock were entered into after 1992 and are stated at fair value based on the fair value of the underlying securities as provided by the managers and include investments in U.S. government securities, corporate debt instruments, state and municipal debt securities.

  

Corporate Debt Instruments—Investments are valued using pricing models maximizing the use of observable inputs for similar securities. This includes basing value on yields currently available on comparable securities of issuers with similar credit ratings. When quoted prices are not available for identical or similar instruments, the instrument is valued under a discounted cash flows approach that maximizes observable inputs, such as current yields of similar instruments, but includes adjustments for certain risks that may not be observable, such as credit and liquidity risks or a broker quote, if available.

  

Government Securities—Investments are valued using pricing models maximizing the use of observable inputs for similar securities.

  

Common/Collective Trust Funds—Common/collective trust funds invest in debt and equity securities and other instruments with characteristics similar to those of the funds’ benchmarks. The primary objectives of the funds are to seek investment returns that approximate the overall performance of their benchmark indexes. These benchmarks are major equity indices, fixed income indices, and money market indices that focus on growth, income, and liquidity strategies, as applicable. Investments in common/collective trust funds are stated at the NAV as determined by the issuer of the common/collective trust funds and isare based on the fair value of the underlying investments held by the fund less its liabilities. The NAV is used as a practical expedient to estimate fair value. The common/collective trust funds do not have any unfunded commitments, and do not have any applicable liquidation periods or defined terms/periods to be held. The majority of the common/collective trust funds have limited withdrawal or redemption rights during the term of the investment.

  

Alternative Investments—Investments in real estate funds, private equity funds, debt funds and hedge funds are stated at fair value based on the NAV of the Plan’s proportionate share of the partnership, joint venture or other alternative investment’s fair value as determined by reference to audited financial statements or NAV statements provided by the investment manager. The NAV is used as a practical expedient to estimate fair value.

 

148172    


 



 

Net Periodic Benefit (Credit) CostNET PERIODIC BENEFIT (CREDIT) COST

NetThe service cost component andnon-service cost components of net periodic benefit (credit) cost isare reflected in other operations and maintenance expense and other income, respectively, in the Consolidated Statements of Income. The components of the provision for net periodic benefit (credit) cost and amounts recognized in other comprehensive income and regulatory assets and liabilities for Dominion’sDominion Energy and Dominion Energy Gas’ (for employees represented by collective bargaining units) plans are as follows:

 

  Pension Benefits Other Postretirement Benefits   Pension Benefits Other Postretirement Benefits 
Year Ended December 31,  2016 2015 2014 2016 2015 2014   2018 2017 2016 2018 2017 2016 
(millions, except percentages)                            

Dominion

       

Dominion Energy

       

Service cost

  $118  $126  $114  $31  $40  $32   $157  $138  $118  $27  $26  $31 

Interest cost

   317   287   290   65   67   67    337   345   317   56   60   65 

Expected return on plan assets

   (573  (531  (499  (118  (117  (111   (663  (639  (573  (143  (128  (118

Amortization of prior service (credit) cost

   1   2   3   (35  (27  (28   1   1   1   (52  (51  (35

Amortization of net actuarial loss

   111   160   111   8   6   2    193   162   111   11   13   8 

Settlements and curtailments

   1      1                   1          

Net periodic benefit (credit) cost

  $(25 $44  $20  $(49 $(31 $(38  $25  $7  $(25 $(101 $(80 $(49

Changes in plan assets and benefit obligations recognized in other comprehensive income and regulatory assets and liabilities:

              

Current year net actuarial (gain) loss

  $931  $159  $784  $178  $(18 $183   $490  $142  $931  $78  $12  $178 

Prior service (credit) cost

            (216  (31  9       5      (4  (73  (216

Settlements and curtailments

   (1     (1               1   (1     2    

Less amounts included in net periodic benefit cost:

              

Amortization of net actuarial loss

   (111  (160  (111  (8  (6  (2   (193  (162  (111  (11  (13  (8

Amortization of prior service credit (cost)

   (1  (2  (3  35   27   28    (1  (1  (1  52   51   35 

Total recognized in other comprehensive income and regulatory assets and liabilities

  $818  $(3 $669  $(11 $(28 $218   $296  $(15 $818  $115  $(21 $(11

Significant assumptions used to determine periodic cost:

              

Discount rate

   2.87%-4.99  4.40  5.20%-5.30  3.56%-4.94  4.40  4.20%-5.10   3.80%-3.81%   3.31%-4.50%   2.87%-4.99%   3.76%   3.92%-4.47%   3.56%-4.94% 

Expected long-term rate of return on plan assets

   8.75  8.75  8.75  8.50  8.50  8.50   8.75  8.75  8.75  8.50  8.50  8.50

Weighted average rate of increase for compensation

   4.22  4.22  4.21  4.22  4.22  4.22   4.09  4.09  4.22  3.95%-4.11%   3.29  4.22

Healthcare cost trend rate(1)

      7.00  7.00  7.00      7.00  7.00  7.00

Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)(1)

      5.00  5.00  5.00      5.00  5.00  5.00

Year that the rate reaches the ultimate trend rate(1)(2)

    2020   2019   2018     2022   2021   2020 

Dominion Gas

       

Dominion Energy Gas

       

Service cost

  $13  $15  $12  $5  $7  $6   $18  $15  $13  $4  $4  $5 

Interest cost

   30   27   28   14   14   13    29   30   30   11   12   14 

Expected return on plan assets

   (134  (126  (115  (23  (24  (23   (150  (141  (134  (28  (24  (23

Amortization of prior service (credit) cost

      1   1   1   (1  (1            (4  (3  1 

Amortization of net actuarial loss

   13   20   19   1   2       19   16   13   3   2   1 

Net periodic benefit (credit) cost

  $(78 $(63 $(55 $(2 $(2 $(5  $(84 $(80 $(78 $(14 $(9 $(2

Changes in plan assets and benefit obligations recognized in other comprehensive income and regulatory assets and liabilities:

              

Current year net actuarial (gain) loss

  $91  $97  $43  $28  $(9 $40   $207  $(75 $91  $16  $18  $28 

Prior service cost

                  10             (4  (61   

Less amounts included in net periodic benefit cost:

              

Amortization of net actuarial loss

   (13  (20  (19  (1  (2      (19  (16  (13  (3  (2  (1

Amortization of prior service credit (cost)

      (1  (1  (1  1   1             4   3   (1

Total recognized in other comprehensive income and regulatory assets and liabilities

  $78  $76  $23  $26  $(10 $51   $188  $(91 $78  $13  $(42 $26 

Significant assumptions used to determine periodic cost:

              

Discount rate

   4.99  4.40  5.20  4.93  4.40  4.20%-5.00   3.81  4.50  4.99  3.81  4.47  4.93

Expected long-term rate of return on plan assets

   8.75  8.75  8.75  8.50  8.50  8.50   8.75  8.75  8.75  8.50  8.50  8.50

Weighted average rate of increase for compensation

   3.93  3.93  3.93  3.93  3.93  3.93   4.11  4.11  3.93  4.55  4.11  3.93

Healthcare cost trend rate(1)

      7.00  7.00  7.00      7.00  7.00  7.00

Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)(1)

      5.00  5.00  5.00      5.00  5.00  5.00

Year that the rate reaches the ultimate trend rate(2)(1)

    2020   2019   2018     2022   2021   2020 

 

(1)

Assumptions used to determine net periodic cost for the following year.

(2)

The Society of Actuaries model used to determine healthcare cost trend rates was updated in 2014. The new model converges to the ultimate trend rate much more quickly than previous models.

 

    149173



Combined Notes to Consolidated Financial Statements, Continued

 

 

 

The components of AOCI and regulatory assets and liabilities for Dominion’sDominion Energy and Dominion Energy Gas’ (for employees represented by collective bargaining units) plans that have not been recognized as components of net periodic benefit (credit) cost are as follows:

 

  Pension Benefits   Other
Postretirement
Benefits
   Pension Benefits   

Other

Postretirement

Benefits

 
At December 31,  2016   2015   2016 2015   2018   2017   2018 2017 
(millions)                            

Dominion

       

Dominion Energy

       

Net actuarial loss

  $3,200   $2,381   $283  $114   $3,477   $3,181   $350  $283 

Prior service (credit) cost

   4    5    (419 (237   7    8    (393 (440

Total(1)

  $3,204   $2,386   $(136 $(123  $3,484   $3,189   $(43 $(157

Dominion Gas

       

Dominion Energy Gas

       

Net actuarial loss

  $458   $380   $60  $33   $555   $367   $89  $76 

Prior service (credit) cost

       1    7  7            (52 (52

Total(2)

  $458   $381   $67  $40   $555   $367   $37  $24 

 

(1)

As of December 31, 2016,2018, of the $3.2$3.5 billion and $(136)$(43) million related to pension benefits and other postretirement benefits, $1.9$2.0 billion and $(103)$(41) million, respectively, are included in AOCI, with the remainder included in regulatory assets and liabilities. As of December 31, 2015,2017, of the $2.4$3.2 billion and $(123)$(157) million related to pension benefits and other postretirement benefits, $1.4$1.9 billion and $(90)$(87) million, respectively, are included in AOCI, with the remainder included in regulatory assets and liabilities.

(2)

As of December 31, 2016,2018, of the $458$555 million related to pension benefits, $167$200 million is included in AOCI, with the remainder included in regulatory assets and liabilities; the $67$37 million related to other postretirement benefits is included entirely in regulatory assets and liabilities. As of December 31, 2015,2017, of the $381$367 million related to pension benefits, $138$134 million is included in AOCI, with the remainder included in regulatory assets and liabilities; the $40$24 million related to other postretirement benefits is included entirely in regulatory assets and liabilities.

The following table provides the components of AOCI and regulatory assets and liabilities for Dominion’sDominion Energy and Dominion Energy Gas’ (for employees represented by collective bargaining units) plans as of December 31, 20162018 that are expected to be amortized as components of net periodic benefit (credit) cost in 2017:2019:

 

  Pension Benefits   Other Postretirement
Benefits
   Pension Benefits   

Other
Postretirement

Benefits

 
(millions)                

Dominion

    

Dominion Energy

    

Net actuarial loss

  $161   $13    $155   $   18 

Prior service (credit) cost

   1    (47   1    (52) 

Dominion Gas

    

Dominion Energy Gas

    

Net actuarial loss

  $16   $2    $  19   $4 

Prior service (credit) cost

       1        (4

The expected long-term rates of return on plan assets, discount rates, healthcare cost trend rates and mortality are critical assumptions in determining net periodic benefit (credit) cost. Dominion Energy developsnon-investment related assumptions, which are then compared to the forecasts of an independent investment advisor (except for the expected long-term rates of return) to ensure reasonableness. An internal committee selects the final assumptions used for Dominion’sDominion Energy’s pension and other postretirement plans, including those in which Dominion Energy Gas participates, including discount rates, expected long-term rates of return, healthcare cost trend rates and mortality rates.

Dominion Energy determines the expected long-term rates of return on plan assets for its pension plans and other postretirement benefit plans, including those in which Dominion Energy Gas participates, by using a combination of:

Expected inflation and risk-free interest rate assumptions;
Historical return analysis to determine long term historic returns as well as historic risk premiums for various asset classes;
Expected future risk premiums, asset classes’ volatilities and correlations;
Forecasts of an independent investment advisor;
Forward-looking return expectations derived from the yield on long-term bonds and the expected long-term returns of major stockcapital market indices;assumptions; and
Investment allocation of plan assets.

Dominion Energy determines discount rates from analyses of AA/Aa rated bonds with cash flows matching the expected payments to be made under its plans, including those in which Dominion Energy Gas participates.

Mortality rates are developed from actual and projected plan experience for postretirement benefit plans. Dominion’sDominion Energy’s actuary conducts an experience study periodically as part of the process to select its best estimate of mortality. Dominion Energy considers both standard mortality tables and improvement factors as well as the plans’ actual experience when selecting a best estimate. During 2016, Dominion Energy conducted a new experience study as scheduled and, as a result, updated its mortality assumptions for all its plans, including those in which Dominion Energy Gas participates.

Assumed healthcare cost trend rates have a significant effect on the amounts reported for Dominion’sDominion Energy’s retiree healthcare plans, including those in which Dominion Energy Gas participates. A one percentage point change in assumed healthcare cost trend rates would have had the following effects for Dominion’sDominion Energy and Dominion Energy Gas’ (for employees represented by collective bargaining units) other postretirement benefit plans:

 

    Other Postretirement Benefits 
    One percentage
point increase
   One percentage
point decrease
 
(millions)        

Dominion

    

Effect on net periodic cost for 2017

  $23   $(18

Effect on other postretirement benefit obligation at December 31, 2016

   152    (127

Dominion Gas

    

Effect on net periodic cost for 2017

  $5   $(4

Effect on other postretirement benefit obligation at December 31, 2016

   41    (34
    Other Postretirement Benefits 
    

One percentage

point increase

   

One percentage

point decrease

 
(millions)        

Dominion Energy

    

Effect on net periodic cost for 2019

   $  20    $  (16) 

Effect on other postretirement benefit obligation at

December 31, 2018

   130    (110) 

Dominion Energy Gas

    

Effect on net periodic cost for 2019

   $    4    $    (3) 

Effect on other postretirement benefit obligation at December 31, 2018

   25    (22) 

Dominion Energy Gas (Employees Not Represented by Collective Bargaining Units) and Virginia Power—Participation in Defined Benefit Plans

Virginia Power employees and Dominion Energy Gas employees not represented by collective bargaining units are covered by the Dominion Energy Pension Plan described above. As participating employers, Virginia Power and Dominion Energy Gas are subject to Dominion’sDominion Energy’s funding policy, which is to contribute annually an amount that is in accordance with ERISA. During 2016,2018, Virginia Power and Dominion Energy Gas made no contributionscon-

174


tributions to the Dominion Energy Pension Plan, and no contributions to this plan are currently

150



expected in 2017.2019. Virginia Power’s net periodic pension cost related to this plan was $126 million, $110 million and $79 million $97 millionin 2018, 2017 and $75 million in 2016, 2015 and 2014, respectively. Dominion Energy Gas’ net periodic pension credit related to this plan was $(38) million, $(37) million and $(45) million $(38) millionin 2018, 2017 and $(37) million in 2016, 2015 and 2014, respectively. Net periodic pension (credit) cost is reflected in other operations and maintenance expense in their respective Consolidated Statements of Income. The funded status of various Dominion Energy subsidiary groups and employee compensation are the basis for determining the share of total pension costs for participating Dominion Energy subsidiaries. See Note 24 for Virginia Power and Dominion Energy Gas amounts due to/from Dominion Energy related to this plan.

Retiree healthcare and life insurance benefits, for Virginia Power employees and for Dominion Energy Gas employees not represented by collective bargaining units, are covered by the Dominion Energy Retiree Health and Welfare Plan described above. Virginia Power’s net periodic benefit (credit) cost related to this plan was $(51) million, $(42) million and $(29) million $(16) millionin 2018, 2017 and $(18) million in 2016, 2015 and 2014, respectively. Dominion Energy Gas’ net periodic benefit (credit) cost related to this plan was $(4)$(7) million, $(5) million and $(5)$(4) million for 2016, 20152018, 2017 and 2014,2016, respectively. Net periodic benefit (credit) cost is reflected in other operations and maintenance expenses in their respective Consolidated Statements of Income. Employee headcount is the basis for determining the share of total other postretirement benefit costs for participating Dominion Energy subsidiaries. See Note 24 for Virginia Power and Dominion Energy Gas amounts due to/from Dominion Energy related to this plan.

Dominion Energy holds investments in trusts to fund employee benefit payments for the pension and other postretirement benefit plans in which Virginia Power and Dominion Energy Gas’ employees participate. Any investment-related declines in these trusts will result in future increases in the net periodic cost recognized for such employee benefit plans and will be included in the determination of the amount of cash that Virginia Power and Dominion Energy Gas will provide to Dominion Energy for their shares of employee benefit plan contributions.

Certain regulatory authorities have held that amounts recovered in rates for other postretirement benefits, in excess of benefits actually paid during the year, must be deposited in trust funds dedicated for the sole purpose of paying such benefits. Accordingly, Virginia Power and Dominion Energy Gas fund other postretirement benefit costs through VEBAs. During 20162018 and 2015,2017, Virginia Power made no contributions to the VEBA and does not expect to contribute to the VEBA in 2017.2019. Dominion Energy Gas made no contributions to the VEBAs for employees not represented by collective bargaining units during 20162018 and 20152017 and does not expect to contribute in 2017.2019.

Defined Contribution Plans

Dominion Energy also sponsors defined contribution employee savings plans that cover substantially all employees. During 2018, 2017 and 2016, 2015 and 2014, Dominion Energy recognized $44$51 million, $43$45 million and $41$44 million, respectively, as employer matching contributions to these plans. Dominion Energy Gas participates in these employee savings plans, both specific to Dominion

Energy Gas and that cover multiple Dominion Energy subsidiaries. During 2018, 2017 and 2016, 2015 and 2014, Dominion Energy Gas recognized $8 million, $7 million and $7 million, respectively, as employer matching contributions to these plans. Virginia Power also participates in these employee savings plans. During 2016, 20152018, 2017 and 2014,2016, Virginia Power

recognized $20 million, $19 million $18 million and $17$19 million, respectively, as employer matching contributions to these plans.

Organizational Design Initiative

In the first quarter of 2016, the Companies announced an organizational design initiative that reduced their total workforces during 2016. The goal of the organizational design initiative was to streamline leadership structure and push decision making lower while also improving efficiency. For the year ended December 31, 2016, Dominion Energy recorded a $65 million ($40 millionafter-tax) charge, including $33 million ($20 millionafter-tax) at Virginia Power and $8 million ($5 millionafter-tax) at Dominion Energy Gas, primarily reflected in other operations and maintenance expense in their Consolidated Statements of Income due to severance pay and other costs related to the organizational design initiative. The terms of the severance under the organizational design initiative were consistent with the Companies’ existing severance plans.

 

 

NOTE 22. COMMITMENTS AND CONTINGENCIES

As a result of issues generated in the ordinary course of business, the Companies are involved in legal proceedings before various courts and are periodically subject to governmental examinations (including by regulatory authorities), inquiries and investigations. Certain legal proceedings and governmental examinations involve demands for unspecified amounts of damages, are in an initial procedural phase, involve uncertainty as to the outcome of pending appeals or motions, or involve significant factual issues that need to be resolved, such that it is not possible for the Companies to estimate a range of possible loss. For such matters for whichthat the Companies cannot estimate, a range of possible loss, a statement to this effect is made in the description of the matter. Other matters may have progressed sufficiently through the litigation or investigative processes such that the Companies are able to estimate a range of possible loss. For legal proceedings and governmental examinations for whichthat the Companies are able to reasonably estimate a range of possible losses, an estimated range of possible loss is provided, in excess of the accrued liability (if any) for such matters. Any accrued liability is recorded on a gross basis with a receivable also recorded for any probable insurance recoveries. Estimated ranges of loss are inclusive of legal fees and net of any anticipated insurance recoveries. Any estimated range is based on currently available information and involves elements of judgment and significant uncertainties. Any estimated range of possible loss may not represent the Companies’ maximum possible loss exposure. The circumstances of such legal proceedings and governmental examinations will change from time to time and actual results may vary significantly from the current estimate. For current proceedings not specifically reported below, management does not anticipate that the liabilities, if any, arising from such proceedings would have a material effect on the Companies’ financial position, liquidity or results of operations of the Companies.operations.

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Combined Notes to Consolidated Financial Statements, Continued

Environmental Matters

The Companies are subject to costs resulting from a number of federal, state and local laws and regulations designed to protect human health and the environment. These laws and regulations affect future planning and existing operations. They can result in increased capital, operating and other costs as a result of compliance, remediation, containment and monitoring obligations.

151



Combined Notes to Consolidated Financial Statements, Continued

AIR

CAA

The CAA, as amended, is a comprehensive program utilizing a broad range of regulatory tools to protect and preserve the nation’s air quality. At a minimum, states are required to establish regulatory programs to address all requirements of the CAA. However, states may choose to develop regulatory programs that are more restrictive. Many of the Companies’ facilities are subject to the CAA’s permitting and other requirements.

MATS

In December 2011, the EPA issuedThe MATS for coalrule requires coal- andoil-fired electric utility steam generating units. The rule establishesunits to meet strict emission limits for mercury, particulate matter as a surrogate for toxic metals and hydrogen chloride as a surrogate for acid gases. The rule includes a limited use provision foroil-fired units with annual capacity factors under 8% that provides an exemption from emission limits, and allows compliance with operational work practice standards. Compliance was required by April 16, 2015, with certain limited exceptions. However, in June 2014,Virginia Power ceased operating the VDEQ granted aone-year MATS compliance extension for two coal-firedcoal units at Yorktown power station in April 2017 to defer planned retirementscomply with the rule.

In June 2017, the DOE issued an order to PJM to direct Virginia Power to operate Yorktown power station’s Units 1 and allow2 as needed to avoid reliability issues on the Virginia Peninsula. The order was effective for continued operation of the units to address reliability concerns while90 days and can be reissued upon PJM’s request, if necessary, electricuntil required electricity transmission upgrades are being completed. These coal units will need to continue operatingBeginning in August 2017, PJM filed requests for90-day renewals of the DOE order which the DOE has granted. The current renewal is effective until at least April 2017 due to delays in transmission upgrades needed to maintain electric reliability. Therefore, in October 2015 Virginia Power submitted a request toMarch 2019. The Sierra Club has challenged the DOE order and certain renewal requests, all of which have been denied by the DOE.

In December 2018, the EPA for an additional one year compliance extension under an EPA Administrative Order. The order was signed by the EPA in April 2016 allowing the Yorktown units to operate for up to one additional year, as required to maintain reliable power availability while transmission upgrades are being made.

In June 2015, the U.S. Supreme Court issued a decision holding that the EPA failedproposed rule to take cost into account when the agency first decided to regulate the emissions from coal- andoil-fired plants, and remanded the MATS rule back to the U.S. Court of Appeals for the D.C. Circuit. However, the Supreme Court did not vacate or stay the effective date and implementation of the MATS rule. In November 2015, in response to the Supreme Court decision, the EPA proposed a supplementalreverse its previous finding that consideration of cost does not alter the agency’s previous conclusion that it is appropriate and necessary to regulate coal-toxic emissions from power plants. However, the emissions standards andoil-fired electric utility steam generating units under Section 112 other requirements of the CAA. In December 2015,MATS rule would remain in place as the U.S. CourtEPA is not proposing to remove coal and oil fired power plants from the list of Appeals for the D.C. Circuit issued an order remandingsources that are regulated under MATS. Although litigation of the MATS rule and the outcome of the EPA’s rulemaking proceeding back toare still pending, the EPA without setting aside judgment, noting that EPA had represented it was on track to issue a final finding regarding its consideration of cost. In April 2016, the EPA issued a final supplemental finding that consideration of costs does not alter its conclusion regarding appropriateness and necessity for the regulation. These actions do not change Virginia Power’s plans to close coal units at Yorktown power station by April 2017 or the need to complete necessary electricity transmission upgrades which are expected to be in service approximately 20 months following receipt of all required permits and approvals for construction. Since the MATS ruleregulation remains in effect and DominionVirginia Power is complying with the applicable requirements of the rule Dominionand does not expect any adverse impacts to its operations at this time.

CSAPR

In July 2011, the EPA issued a replacement rule for CAIR, called CSAPR, that required 28 states to reduce power plant emissions that cross state lines. CSAPR established new SO2 and NOXemissions cap and trade programs that were completely independent of the current ARP. Specifically, CSAPR required reductions in SO2 and NOX emissions from fossil fuel-fired electric generating units of 25 MW or more through annual NOX emissions caps, NOX emissions caps during the ozone season (May 1 through September 30) and annual SO2 emission caps with differing requirements for two groups of affected states. Following numerous petitions by industry participants for review and a successful motion for stay, in October 2014, the U.S. Court of Appeals for the D.C. Circuit ordered that the EPA’s motion to lift the stay of CSAPR be granted. Further, the Court granted the EPA’s request to shift the CSAPR compliance deadlines by three years, so that Phase 1 emissions budgets (which would have gone into effect in 2012 and 2013) applied in 2015 and 2016, and Phase 2 emissions budgets will apply in 2017 and beyond. CSAPR replaced CAIR beginning in January 2015. In September 2016, the EPA issued a revision to CSAPR that reduces the ozone season NOX emission budgets in 22 states beginning in 2017. The cost to comply with CSAPR, including the recent revision to the CSAPR ozone season NOX program, is not expected to be material to Dominion’s or Virginia Power’s Consolidated Financial Statements.

Ozone Standards

In October 2015, the EPA issued a final rule tightening the ozone standard from75-ppb to70-ppb. To comply with this standard, in April 2016 Virginia Power submitted the NOX Reasonable Available Control Technology analysis for Unit 5 at Possum Point power station. In December 2016, the VDEQ determined that NOX controlsreductions are required on Unit 5. Installation and operation of theseIn October 2017, Virginia Power proposed to install NOXcontrols including an associated water treatment system will be required bymid-2019 with an expected cost in the range of $25 million to $35 million. In April 2018, Virginia Power submitted an application with the VDEQ containing an alternative plan for compliance in lieu of installing NOXcontrols on Unit 5 at Possum Point. The alter-

native plan includes operating restrictions during the ozone season through 2021 while allowing for continued operation to meet PJM capacity commitments and calls for the permanent retirement of the unit by 2021. In January 2019, the VDEQ issued a state operating permit that requires either the installation and operation of selectivenon-catalytic NOX reduction technology by June 2019 or for Virginia Power to enter into an agreement with the VDEQ by June 2019 committing to retiring the unit by June 2021 with ozone season operating restrictions in the interim. In addition, Virginia Power placed two naturalgas-fired units at the facility into cold reserve in December 2018. Virginia Power is currently evaluating its options. Dominion Energy and Virginia Power are unable to estimate the expenditures associated with this matter, however, they could be material to Dominion Energy and Virginia Power’s results of operations, financial condition and/or cash flows.

The EPA is expected to complete attainmentpublished finalnon-attainment designations for a newthe October 2015 ozone standard by December 2017 and states willin June 2018. States have until 2020 orAugust 2021 to develop plans to address the new standard. Until the states have developed implementation plans for the standard, the Companies are unable to predict whether or to what extent the new rules will ultimately require additional controls. However, if significantThe expenditures are required to implement additional controls it could materially affecthave a material impact on the Companies’ results of operations and cash flows.

NOx and VOC Emissions

In April 2016, the Pennsylvania Department of Environmental Protection issued final regulations, with an effective date of January 2017, to reduce NOX and VOC emissions from combustion sources. To comply with the regulations, Dominion Energy Gas is installinginstalled emission control systems on existing engines at several compressor stations in Pennsylvania.Pennsylvania, which was completed in December 2018. The compliance costs associated with engineering and installation of controls and compliance demonstration with the regulation are expected to bewas approximately $25$35 million.

152



Oil and Gas NSPS

In August 2012, the EPA issued the firstan NSPS impacting new and modified facilities in the natural gas production and gathering sectors and made revisions to the NSPS for natural gas processing and transmission facilities. These rules establish equipment performance specifications and emissions standards for control of VOC emissions for natural gas production wells, tanks, pneumatic controllers, and compressors in the upstream sector. In June 2016, the EPA issued a finalnew NSPS regulation, for the oil and natural gas sector, to regulate methane and VOC emissions from new and modified facilities in transmission and storage, gathering and boosting, production and processing facilities. All projects which commenced construction after September 2015 will beare required to comply with this regulation. In October 2018, the EPA published a proposed rule reconsidering and amending portions of the 2016 rule, including but not limited to, the fugitive emissions requirements at well sites and compressor stations. Until the proposed rule is final, Dominion Energy and Dominion Energy Gas are implementing the 2016 regulation. Dominion Energy and Dominion Energy Gas are still evaluating whether potential impacts on results of operations, financial condition and/or cash flows related to this matter will be material.

176


CLIMATE CHANGEGHG REGULATION

Carbon Regulations

In October 2013, the U.S. Supreme Court granted petitions filed by several industry groups, states, and the U.S. Chamber of Commerce seeking review of the U.S. Court of Appeals for the D.C. Circuit’s June 2012 decision upholding the EPA’s regulation of GHG emissions from stationary sources under the CAA’s permitting programs. In June 2014, the U.S. Supreme Court ruled that the EPA lacked the authority under the CAA to require PSD or Title V permits for stationary sources based solely on GHG emissions. However, the Court upheld the EPA’s ability to require BACT for GHG for sources that are otherwise subject to PSD or Title V permitting for conventional pollutants. In August 2016, the EPA issued a draft rule proposing to reaffirm that a source’s obligation to obtain a PSD or Title V permit for GHGs is triggered only if such permitting requirements are first triggered bynon-GHG, or conventional, pollutants that are regulated by the New Source Review program, and to set a significant emissions rate at 75,000 tons per year of CO2 equivalent emissions under which a source would not be required to apply BACT for its GHG emissions. Until the EPA ultimately takes final action on this rulemaking, the Companies cannot predict the impact to their financial statements.

In July 2011,addition, the EPA signed a final rule deferring the need for PSD and Title V permitting for CO2 emissions for biomass projects. This rule temporarily deferred for a period of upcontinues to three yearsevaluate its policy regarding the consideration of CO2 emissions from biomass projects when determining whether a stationary source meets the PSD and Title V applicability thresholds, including those for the application of BACT. The deferral policy expired in July 2014. In July 2013, the U.S. Court of Appeals for the D.C. Circuit vacated this rule; however, a mandate making this decision effective has not been issued. Virginia Power converted three coal-fired generating stations, Altavista, Hopewell and Southampton, to biomass during the CO2 deferral period. It is unclear how the court’s decision or the EPA’s final policy regarding the treatment of specific feedstock will affect Virginia Power’s Altavista, Hopewell and Southampton power stations which were converted from coal to biomass sources that were permitted duringunder the prior biomass deferral period;policy; however, the expenditures to comply with any new requirements could be material to Dominion’sDominion Energy and Virginia Power’s financial statements.

Methane Emissions

In July 2015, the EPA announced the next generation of its voluntary Natural Gas STAR Program, the Natural Gas STAR Methane Challenge Program. The program covers the entire natural gas sector from production to distribution, with more emphasis on transparency and increased reporting for both annual emissions and reductions achieved through implementation measures. In March 2016, East Ohio, Hope, DTIDETI and Questar Gas (prior to the Dominion Questar Combination) joined the EPA as founding partners in the new Methane Challenge program and submitted implementation plans in September 2016. DCGWexpro, DECG and Dominion Energy Questar Pipeline joined the Methane Challenge in 2018. DECG joined the EPA’s voluntary Natural Gas STAR Program in July 2016 and submitted an implementation plan in September 2016.2016 with Questar Gas and Dominion Energy Questar Pipeline joining in 2018. Dominion Energy and Dominion Energy Gas do not expect the costs related to these programs to have a material impact on their results of operations, financial condition and/or cash flows.

WATER

The CWA, as amended, is a comprehensive program requiring a broad range of regulatory tools including a permit program to authorize and regulate discharges to surface waters with strong enforcement mechanisms. The Companies must comply with applicable aspects of the CWA programs at their operating facilities.

In October 2014, the final regulations under Section 316(b) of the CWA that govern existing facilities and new units at existing facilities that employ a cooling water intake structure and that have flow levels exceeding a minimum threshold became effective. The rule establishes a national standard for impingement based on seven compliance options, but forgoes the creation of a single technology standard for entrainment. Instead, the EPA has delegated entrainment technology decisions to state regulators. State regulators are to makecase-by-case entrainment technology determinations after an examination of five mandatory facility-specificfacility-

specific factors, including a social cost-benefit test, and six optional facility-specific factors. The rule governs all electric generating stations with water withdrawals above two MGD, with a heightened entrainment analysis for those facilities over 125 MGD. Dominion Energy and Virginia Power have 1413 and 11 facilities, respectively, that may be subject to the final regulations. Nine units at Virginia Power’s facilities that are subject to regulations under Section 316(b) of the CWA have been or will be placed into cold reserve. While in cold reserve, applicable requirements under Section 316(b) of the CWA continue to apply to these units. Dominion Energy anticipates that it will have to install impingement control technologies at many of these stations that have once-through cooling systems. Dominion Energy and Virginia Power are currently evaluating the need or potential for entrainment controls under the final rule as these decisions will be made on acase-by-case basis after a thorough review of detailed biological, technology, cost and benefit studies. While the impacts of this rule could be material to Dominion’sDominion Energy and Virginia Power’s results of operations, financial condition and/or cash flows, the existing regulatory framework in Virginia provides rate recovery mechanisms that could substantially mitigate any such impacts for Virginia Power.

In September 2015, the EPA released a final rule to revise the Effluent Limitations Guidelines for the Steam Electric Power Generating Category. The final rule establishes updated standards for wastewater discharges that apply primarily at coal and oil steam generating stations. Affected facilities are required to convert from wet to dry or closed cycle coal ash management, improve existing wastewater treatment systems and/or install new

153



Combined Notes to Consolidated Financial Statements, Continued

wastewater treatment technologies in order to meet the new discharge limits. Virginia Power has eight facilities that may be subjectIn April 2017, the EPA granted two separate petitions for reconsideration of the Effluent Limitations Guidelines final rule and stayed future compliance dates in the rule. Also in April 2017, the U.S. Court of Appeals for the Fifth Circuit granted the U.S.’s request for a stay of the pending consolidated litigation challenging the rule while the EPA addresses the petitions for reconsideration. In September 2017, the EPA signed a rule to additional wastewater treatment requirements associated withpostpone the earliest compliance dates for certain waste streams regulations in the Effluent Limitations Guidelines final rule.rule from November 2018 to November 2020; however, the latest date for compliance for these regulations remains December 2023. The EPA is proposing to complete new rulemaking for these waste streams. While the impacts of this rule could be material to Dominion’sDominion Energy and Virginia Power’s results of operations, financial condition and/or cash flows, the existing regulatory frameworkframeworks in South Carolina and Virginia providesprovide rate recovery mechanisms that could substantially mitigate any such impacts for Dominion Energy and Virginia Power.

SWOLIDASTE MANAGEMENTAND HRAZARDOUS WASTEEMEDIATION

The CERCLA, as amended, provides for immediate response and removal actions coordinated by the EPA in the event of threatened releases of hazardous substances into the environment and authorizes the U.S. government either to clean up sites at which hazardous substances have created actual or potential environmental hazards or to order persons responsible for the situation to do so. Under the CERCLA, as amended, generators and transporters of hazardous substances, as well as past and present owners

177


Combined Notes to Consolidated Financial Statements, Continued

and operators of contaminated sites, can be jointly, severally and strictly liable for the cost of cleanup. These potentially responsible parties can be ordered to perform a cleanup, be sued for costs associated with anEPA-directed cleanup, voluntarily settle with the U.S. government concerning their liability for cleanup costs, or voluntarily begin a site investigation and site remediation under state oversight.

From time to time, Dominion Energy, Virginia Power, or Dominion Energy Gas may be identified as a potentially responsible party to a Superfund site. The EPA (or a state) can either allow such a party to conduct and pay for a remedial investigation, feasibility study and remedial action or conduct the remedial investigation and action itself and then seek reimbursement from the potentially responsible parties. Each party can be held jointly, severally and strictly liable for the cleanup costs. These parties can also bring contribution actions against each other and seek reimbursement from their insurance companies. As a result, Dominion Energy, Virginia Power, or Dominion Energy Gas may be responsible for the costs of remedial investigation and actions under the Superfund law or other laws or regulations regarding the remediation of waste. The Companies do not believe these matters will have a material effect on results of operations, financial condition and/or cash flows.

In September 2011, the EPA issued a UAO to Virginia Power and 22 other parties, pursuant to CERCLA, ordering specific remedial action of certain areas at the Ward Transformer Superfund site located in Raleigh, North Carolina. In September 2016, the U.S., on behalf of the EPA, lodged a proposed Remedial Design/Remedial Action Consent Decree with the U.S. District Court for the Eastern District of North Carolina, settling claims related to the site between the EPA and a number of parties, including Virginia Power. In November 2016, the court approved and entered the final Consent Decree and closed the case. The Consent Decree identifies Virginia Power as anon-performingcash-out party to the settlement and resolves Virginia Power’s alleged liability under CERCLA with respect to the site, including liability pursuant to the UAO. Virginia Power’s cash settlement for this case was less than $1 million.

Dominion Energy has determined that it is associated with 1922 former manufactured gas plant sites, three of which pertain to Virginia Power and 12 of which pertain to Dominion Energy Gas. Studies con-

ductedconducted by other utilities at their former manufactured gas plant sites have indicated that those sites contain coal tar and other potentially harmful materials. None of the former sites with which the Companies are associated is under investigation by any state or federal environmental agency. At one of the former sites, Dominion Energy is conducting a state-approved post closure groundwater monitoring program and an environmental land use restriction has been recorded. AnotherIn addition, a Virginia Power site has been accepted into a state-based voluntary remediation program. In June 2018, Virginia Power is currently evaluating the nature and extent of the contaminationsubmitted a proposed remedial action plan to remove material from this site as well as potentialat an estimated cost of $18 million. Pending VDEQ approval, Virginia Power expects to begin remedial options. Preliminarywork at this site inmid-2019. As a result, in June 2018, Virginia recorded a charge of $16 million ($12 millionafter-tax) in other operations and maintenance expense in the Consolidated Statements of Income. The four sites Dominion Energy acquired in the SCANA Combination associated with SCE&G are in various states of investigation, remediation and monitoring under work plans approved by, or under review by, the SCDHEC or the EPA. Dominion Energy anticipates that activities at these sites will continue through 2020 at an estimated cost of $10 million. In September 2018, SCE&G submitted an updated remediation work plan at one site to SCDHEC, which if approved, would increase costs for options under evaluation forby approximately $8 million. SCE&G expects to recover costs arising from the site range from $1 million to $22 million.remediation work at all four sites through rate recovery mechanisms. Due to the uncertainty surrounding the other sites, the Companies are unable to make an estimate of the potential financial statement impacts.

See below for discussion on ash pond and landfill closure costs.

Other Legal Matters

The Companies are defendants in a number of lawsuits and claims involving unrelated incidents of property damage and

personal injury. Due to the uncertainty surrounding these matters, the Companies are unable to make an estimate of the potential financial statement impacts; however, they could have a material impact on results of operations, financial condition and/or cash flows.

APPALACHIAN GATEWAY

Pipeline Contractor Litigation

Following the completion of the Appalachian Gateway project in 2012, DTIDETI received multiple change order requests and other claims for additional payments from a pipeline contractor for the project. In July 2013, DTI filed a complaint in U.S. District Court for the Eastern District of Virginia for breach of contract as well as accounting and declaratory relief. The contractor filed a motion to dismiss, or in the alternative, a motion to transfer venue to Pennsylvania and/or West Virginia, where the pipelines were constructed. DTI filed an opposition to the contractor’s motion in August 2013. In November 2013, the court granted the contractor’s motion on the basis that DTI must first comply with the dispute resolution process. In July 2015, the contractor filed a complaint against DTIDETI in U.S. District Court for the Western District of Pennsylvania. In August 2015, DTI filed a motion to dismiss, or in the alternative, a motion to transfer venue to Virginia. In March 2016, the Pennsylvania court granted theDETI’s motion to dismiss and transferredtransfer the case to the U.S. District Court for the Eastern District of Virginia. In April 2016, the Virginia court issued an order staying the proceedings and ordering mediation. A mediation occurred in May 2016 but was unsuccessful. In July 2016, DTIDETI filed a motion to dismiss. This case is pending. DTI has accruedIn March 2017, the court dismissed three of eight counts in the complaint. In May 2017, the contractor withdrew one of the counts in the complaint. In November 2017, DETI and the contractor entered into a liabilitypartial settlement agreement for a release of $6certain claims. In August 2018, DETI paid $14 million forin accordance with the terms of a settlement agreement reached between the parties, resolving this matter. Dominion Gas cannot currently estimate additional financial statement impacts, but there could be a material impact to its financial condition and/or cash flows.

Gas Producers Litigation

In connection with the Appalachian Gateway project, Dominion Energy Field Services, Inc. entered into contracts for firm purchase rights with a group of small gas producers. In June 2016, the gas pro-

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ducersproducers filed a complaint in the Circuit Court of Marshall County, West Virginia against Dominion DTIEnergy, DETI and Dominion Energy Field Services, Inc., among other defendants, claiming that the contracts are unenforceable and seeking compensatory and punitive damages. During the third quarter of 2016, Dominion DTIEnergy, DETI and Dominion Energy Field Services, Inc. were served with the complaint. Also in the third quarter of 2016, Dominion Energy and DTI,DETI, with the consent of the other defendants, removed the case to the U.S. District Court for the Northern District of West Virginia. In October 2016, the defendants filed a motion to dismiss and the plaintiffs filed a motion to remand. In February 2017, the U.S. District Court entered an order remanding the matter to the Circuit Court of Marshall County, West Virginia. ThisIn March 2017, Dominion Energy was voluntarily dismissed from the case; however, DETI and Dominion Energy Field Services, Inc. remain parties to the matter. In April 2017, the case is pending.was transferred to the Business Court Division of West Virginia. In January 2018, the court granted the motion to dismiss filed by the defendants on two counts. Claims are pending in the Business Court Division of West Virginia. Dominion Energy and Dominion Energy Gas cannot currently estimate financial statement impacts, but there could be a material impact to their financial condition and/or cash flows.

ASH PONDAND LANDFILL CLOSURE COSTS

In September 2014, Virginia Power received a notice from the Southern Environmental Law Center on behalf of the Potomac Riverkeeper and Sierra Club alleging CWA violations at Possum Point power station. The notice alleges unpermitted discharges to surface water and groundwater from Possum Point power station’s historical and active ash storage facilities. A similar notice from the Southern Environmental Law Center on behalf ofMarch 2015, the Sierra Club was subsequently received related to Chesapeake power station. In December 2014, Virginia Power offered to close all of its coal ash ponds and landfills at Possum Point power station, Chesapeake and Bremo power stations as settlement of the potential litigation. While the issue is open to potential further negotiations, the Southern Environmental Law Center declined the offer as presented in January 2015 and, in March 2015, filed a lawsuit related to its claims of the allegedalleging CWA violations at Chesapeake power station. In March 2017, the U.S. District Court for the Eastern District of Virginia ruled that impacted groundwater associated with theon-site coal ash storage units was migrating to adjacent surface water, which constituted

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an unpermitted point source discharge in violation of the CWA. The court, however, rejected Sierra Club’s claims that Virginia Power had violated specific conditions of its water discharge permit. Finding no harm to the environment, the court further declined to impose civil penalties or require excavation of the ash from the site as Sierra Club had sought. In July 2017, the court issued a final order requiring Virginia Power to perform additional specific sediment, water and aquatic life monitoring at and around the Chesapeake power station for a period of at least two years. The court further directed Virginia Power to apply for a solid waste permit from VDEQ that includes corrective measures to addresson-site groundwater impacts. In July 2017, Virginia Power appealed the court’s July 2017 final order to the U.S. Court of Appeals for the Fourth Circuit. In August 2017, the Sierra Club filed a motion to dismisscross appeal. In September 2018, the U.S. Court of Appeals for the Fourth Circuit ruled that impacted groundwater associated with coal ash storage at the Chesapeake power station did not constitute point source pollution in April 2015,violation of the CWA or the station’s water discharge permit. The Sierra Club subsequently filed a petition for rehearing with the U.S. Court of Appeals for the Fourth Circuit, which was denied in November 2015. A trial was held in June 2016. This case is pending. As a result of the December 2014 settlement offer, Virginia Power recognized a charge of $121 million in other operations and maintenance expense in its Consolidated Statements of Income for the year ended December 31, 2014.denied.

In April 2015, the EPA’sEPA enacted a final rule regulating the management of CCRs stored in impoundments (ash ponds) and landfills was published in the Federal Register. The final rule regulates CCR landfills, existing ash ponds that still receive and manage CCRs, and inactive ash ponds that do not receive, but still store, CCRs. Virginia PowerDominion Energy currently operates inactive ash ponds, existing ash ponds and CCR landfills subject to the final rule at 11 different facilities, eight different facilities. The enactment of the finalwhich are at Virginia Power. This rule in April 2015 created a legal obligation for Dominion Energy and Virginia Power to retrofit or close all of its inactive and existing ash ponds over a certain period of time, as well as perform required monitoring, corrective action, and post-closure care activities as necessary. The CCR rule requires that groundwater impacts associated with ash ponds be remediated. It is too early in the implementation phase of the rule to determine the scope of any potential groundwater remediation, but the costs, if required, could be material.

In April 2016, the EPA announced a partial settlement with certain environmental and industry organizations that had challenged the final CCR rule in the U.S. Court of Appeals for the

D.C. Circuit. As part of the settlement, certain exemptions included in the final rule for inactive ponds that closed by April 2018 will be removed, resulting in inactive ponds ultimately being subject to the same requirements as existing ponds. In June 2016, the court issued an order approving the settlement, which requires the EPA to modify provisions in the final CCR rule concerning inactive ponds. In August 2016, the EPA issued a final rule, effective October 2016, extending certain compliance deadlines in the final CCR rule for inactive ponds.

In February and March 2016, respectively, two parties filed administrative appeals in the Circuit Court for the City of Richmond challenging certain provisions, relating to ash pond dewatering activities, of Possum Point power station’s wastewater discharge permit issued by the VDEQ in January 2016. One of those parties withdrew its appeal in June 2016. In November 2016, the court dismissed the remaining appeal.

In 2015, Virginia Power recorded a $386 million ARO related to future ash pond and landfill closure costs, which resulted in a $99 million incremental charge recorded in other operations and maintenance expense in its Consolidated Statement of Income, a $166 million increase in property, plant, and equipment associated with asset retirement costs, and a $121 million reduction in other noncurrent liabilities related to reversal of the contingent liability described above since the ARO obligation created by the final CCR rule represents similar activities.costs. In 2016, Virginia Power recorded an increase to this ARO of $238 million, which resulted in a $197 million incremental charge recorded in other operations and maintenance expense in its Consolidated Statement of Income, a $17 million increase in property, plant and equipment and a $24 million increase in regulatory assets. The actual AROs related to the CCR rule may vary substantially from the estimates used to record the obligation at December 31, 2016.

In December 2016, the U.S. Congress passed and the President signed legislation was enacted that creates a framework forEPA- approved state CCR permit programs. Under this legislation, an approved state CCR permit program functions in lieu of the self-implementing Federal CCR rule. The legislation allows states more flexibility in developing permit programs to implement the environmental criteria in the CCR rule. It is unknown how long it will take forIn August 2017, the EPA to developissued interim guidance outlining the framework for state CCR program approvals.approval. The EPA has enforcement authority until these new CCR rules are in place and state programs are approved. The EPA and states with approved programs both will have authority to enforce CCR requirements under their respective rules and programs. In September 2017, the EPA agreed to reconsider portions of the CCR rule in response to two petitions for reconsideration. In March 2018, the EPA proposed certain changes to the CCR rule related to issues remanded as part of the pending litigation and other issues the EPA is reconsidering. Several of the proposed changes would allow states with approved CCR permit programs additional flexibilities in implementing their programs. In July 2018, the EPA promulgated the first phase of changes to the CCR rule. Until all phases of the CCR rule are promulgated, Dominion Energy and Virginia Power cannot forecast potential incremental impacts or costs related to existing coal ash sites until rules implementingin connection with future implementation of the 2016 CCR legislation and reconsideration of the CCR rule. In August 2018, the U.S. Court of Appeals for the D.C. Circuit

issued its decision in the pending challenges of the CCR rule, vacating and remanding to the EPA three provisions of the rule. Dominion Energy and Virginia Power do not expect the scope of the U.S. Court of Appeals for the D.C. Circuit’s decision to impact their closure plans, but cannot forecast incremental impacts associated with any future changes to the CCR rule in connection with the court’s remand.

In April 2017, the Governor of Virginia signed legislation into law that places a moratorium on the VDEQ issuing solid waste permits for closure of ash ponds at Virginia Power’s Bremo, Chesapeake, Chesterfield and Possum Point power stations until May 2018. The law also required Virginia Power to conduct an assessment of closure alternatives for the ash ponds at these four stations, to include an evaluation of excavation for recycling oroff-site disposal, surface and groundwater conditions and safety. Virginia Power completed the assessments and provided the report on December 1, 2017. In April 2018, the Governor of Virginia signed legislation into law extending the existing permit moratorium until July 2019. The legislation also requires Virginia Power to solicit and compile by November 2018, information from third parties on the suitability, cost and market demand for beneficiation or recycling of coal ash from these units. The coal ash recycling business plan was submitted to the legislature in November 2018. The extended moratorium does not apply to a permit required for an impoundment where CCRs have already been removed and placed in another impoundmenton-site,are being removed from an impoundment, or are being processed in place.connection with a recycling or beneficial use project. In connection with this legislation, in the second quarter of 2018 Virginia Power recorded an increase to its ARO and a related environmental liability related to future ash pond and landfill closure costs of $131 million, which resulted in an $81 million ($60 millionafter-tax) charge recorded in other operations and maintenance expense in its Consolidated Statement of Income, a $46 million increase in property, plant and equipment associated with asset retirement costs and a $4 million increase in regulatory assets. The actual AROs related to the CCR rule may vary substantially from the estimates used to record the obligation.

COVE POINT

Dominion is constructing the Liquefaction Project at the Cove Point facility, which would enable the facility to liquefy domestically-produced natural gas and export it as LNG. In September 2014, FERC issued an order granting authorization for Cove Point to construct, modify and operate the Liquefaction Project.Project at the Cove Point facility, which enables the facility to liquefy domestically-produced natural gas and export it as LNG. In October 2014, several parties filed a motion withMarch 2018, Cove Point received authorization from FERC to staycommence service of the order and requested rehearing. In May 2015, FERC denied the requests for stay and rehearing.Liquefaction Project, which commenced commercial operations in April 2018.

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Combined Notes to Consolidated Financial Statements, Continued

Two parties have separately filed petitions for review of the FERC order in the U.S. Court of Appeals for the D.C. Circuit, which petitions were consolidated. Separately, one party requested a stay of the FERC order until the judicial proceedings are complete, which the court denied in June 2015. In July 2016, the court denied one party’s petition for review of the FERC order authorizing the Liquefaction Project. The court also issued a decision remanding the other party’s petition for review of the FERC order to FERC for further explanation of FERC’s decision that a previous transaction with an existing import shipper was not unduly discriminatory. Cove Point believes thatIn September 2017, FERC issued its order on remand FERC will be able to justify its decision.

In September 2013, the DOE granted Non-FTA Authorization approval for the export of up to 0.77 bcfe/day of natural gas to countries that do not have an FTA for trade in natural gas. In June 2016, a party filed a petition for review of this approval infrom the U.S. Court of Appeals for the D.C. Circuit. This case is pending.Circuit, and reaffirmed its ruling in its prior orders that Cove Point did not violate the prohibition against undue discrimination by agreeing to a capacity reduction and early contract termination with the

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Combined Notes to Consolidated Financial Statements, Continued

existing import shipper. In October 2017, the party filed a request for rehearing of the FERC order on remand. In August 2018, FERC issued its rehearing order affirming and clarifying its previous orders. No appeals were filed and FERC’s orders are final and no longer subject to further review.

FERC

The FERC staff in the Office of Enforcement, Division of Investigations, is conductingconducted anon-public investigation of Virginia Power’s offers of combustion turbines generators into the PJMday-ahead markets from April 2010 through September 2014. The FERC staff notified Virginia Power of its preliminary findings relating to Virginia Power’s alleged violation of FERC’s rules in connection with these activities. Virginia Power has provided its response to the FERC staff’s preliminary findings letter explaining why Virginia Power’s conduct was lawful and refuting any allegation of wrongdoing. This matter is pending. Virginia Power is cooperating fully with the investigation; however, it cannot currently predict whether or to what extent it may incurhas recorded a material liability.

GREENSVILLE COUNTY

Virginia Power is constructing Greensville County and related transmission interconnection facilities. In July 2016, the Sierra Club filed an administrative appealliability of $14 million in the Circuit Court for the City of Richmond challenging certain provisions in Greensville County’s PSD air permit issued by VDEQ in June 2016. Virginia Power is currently unable to make an estimate of the potential impacts to its consolidated financial statements related to this matter.Consolidated Balance Sheet at December 31, 2018.

Nuclear Matters

In March 2011, a magnitude 9.0 earthquake and subsequent tsunami caused significant damage at the Fukushima Daiichi nuclear power station in northeast Japan. These events have resulted in significant nuclear safety reviews required by the NRC and industry groups such as the Institute of Nuclear Power Operations. Like other U.S. nuclear operators, Dominion Energy has been gathering supporting data and participating in industry initiatives focused on the ability to respond to and mitigate the consequences of design-basis and beyond-design-basis events at its stations.

In July 2011, an NRC task force provided initial recommendations based on its review of the Fukushima Daiichi accident and in October 2011 the NRC staff prioritized these recommendations into Tiers 1, 2 and 3, with the Tier 1 recommendations consisting of actions which the staff determined

should be started without unnecessary delay. In December 2011, the NRC Commissioners approved the agency staff’s prioritization and recommendations, and that same month an appropriations act directed the NRC to require reevaluation of external hazards (not limited to seismic and flooding hazards) as soon as possible.

Based on the prioritized recommendations, in March 2012, the NRC issued orders and information requests requiring specific reviews and actions to all operating reactors, construction permit holders and combined license holders based on the lessons learned from the Fukushima Daiichi event. The orders applicable to Dominion Energy requiring implementation of safety enhancements related to mitigation strategies to respond to extreme natural events resulting in the loss of power at plants, and enhancing spent fuel pool instrumentation have been implemented. The information requests issued by the NRC request each reactor to reevaluate the seismic and external flooding hazards at their site usingpresent-day methods and information, conduct walkdowns of their facilities to ensure protection against the hazards in their current design basis, and to reevaluate their emergency communications systems and staffing levels. The walkdowns of each unit have been completed, audited by the NRC and found to be adequate. Reevaluation of the emergency communications systems and staffing levels was completed as part of the effort to comply with the orders. ReevaluationReevalua-

tion of the seismic andhazards was completed or in review with the NRC in 2018. Reevaluation of the external flooding hazards is expected to continue through 2018.2019. Dominion Energy and Virginia Power do not currently expect that compliance with the NRC’s information requests will materially impact their financial position, results of operations or cash flows during the implementation period. The NRC staff is evaluating the implementation of the longer term Tier 2 and Tier 3 recommendations. Dominion Energy and Virginia Power do not expect material financial impacts related to compliance with Tier 2 and Tier 3 recommendations.

Nuclear Operations

NUCLEAR DECOMMISSIONING—MINIMUM FINANCIAL ASSURANCE

The NRC requires nuclear power plant owners to annually update minimum financial assurance amounts for the future decommissioning of their nuclear facilities. Decommissioning involves the decontamination and removal of radioactive contaminants from a nuclear power station once operations have ceased, in accordance with standards established by the NRC. The 20162018 calculation for the NRC minimum financial assurance amount, aggregated for Dominion’sDominion Energy and Virginia Power’s nuclear units, excluding joint owners’ assurance amounts and Millstone Unit 1 and Kewaunee, as those units are in a decommissioning state, was $2.9$2.7 billion and $1.8 billion, respectively, and has been satisfied by a combination of the funds being collected and deposited in the nuclear decommissioning trusts and the real annual rate of return growth of the funds allowed by the NRC. The 20162018 NRC minimum financial assurance amounts above were calculated using preliminary December 31, 20162018 U.S. Bureau of Labor Statistics indices. Dominion Energy believes that the amounts currently available in its decommissioning trusts and their expected earnings will be sufficient to cover expected decommissioning costs for the Millstone and Kewaunee units. Virginia Power also believes that the decommissioning funds and

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their expected earnings for the Surry and North Anna units will be sufficient to cover decommissioning costs, particularly when combined with future ratepayer collections and contributions to these decommissioning trusts, if such future collections and contributions are required. This reflects a positive long-term outlook for trust fund investment returns as the decommissioning of the units will not be complete for decades. Dominion Energy and Virginia Power will continue to monitor these trusts to ensure they meet the NRC minimum financial assurance requirement, which may include, if needed, the use of parent company guarantees, surety bonding or other financial instruments recognized by the NRC. See Note 9 for additional information on nuclear decommissioning trust investments.

NUCLEAR INSURANCE

The Price-Anderson Amendments Act of 1988 provides the public up to $13.36 billion ofwith liability protection on a per site, per nuclear incident basis, via obligations required of owners of nuclear power plants, and allows for an inflationary provision adjustment every five years. During the second quarter of 2018, the total liability protection per nuclear incident available to all participants in the Secondary Financial Protection Program decreased from

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$13.4 billion to $13.1 billion. During the fourth quarter of 2018, this amount increased from $13.1 billion to $14.1 billion. Dominion Energy and Virginia Power have purchased $375$450 million of coverage from commercial insurance pools for each reactor siteMillstone, Surry and North Anna with the remainder provided through athe mandatory industry retrospective rating plan. In the event of a nuclear incident at any licensed nuclear reactor in the U.S., the CompaniesDominion Energy and Virginia Power could be assessed up to $127$138 million for each of their licensed reactors not to exceed $19$21 million per year per reactor. There is no limit to the number of incidents for which this retrospective premium can be assessed. However, theThe NRC granted an exemption in March 2015 to remove Kewaunee from the Secondary Financial Protection program.

This same exemption permitted Dominion Energy to reduce Kewaunee’s required level of liability coverage to $100 million. This reduction was implemented in January 2018, following the removal and storage of the spent nuclear fuel from the spent fuel pool. The current levels of nuclear property insurance coverage for Dominion’sDominion Energy and Virginia Power’s nuclear units isare as follows:

 

  Coverage   Coverage 
(billions)      

Dominion

  

Dominion Energy

  

Millstone

  $1.70   $1.70 

Kewaunee

   1.06    0.05 

Virginia Power(1)

    

Surry

  $1.70   $1.70 

North Anna

   1.70    

 

1.70

 

 

 

 

(1)

Surry and North Anna share a blanket property limit of $200 million.

Dominion’sDominion Energy and Virginia Power’s nuclear property insurance coverage for Millstone, Surry and North Anna exceeds the NRC minimum requirement for nuclear power plant licensees of $1.06 billion per reactor site. Kewaunee meetsIn March 2015, the NRC minimum requirementgranted an exemption which allowed Kewaunee to reduce its property insurance limit to $50 million. This reduction was implemented in January 2018, following the removal and storage of $1.06 billion.the spent nuclear fuel from the spent fuel pool. This includes coverage for premature decommissioning and functional total loss. The NRC requires that the proceeds from this insurance be used first, to return the reactor to and maintain it in a safe and stable condition and second, to decontaminate the reactor and station site in accordance with a plan approved by the NRC. Nuclear property insurance is provided by NEIL, a mutual insurance company, and is subject to retrospective premium assessments in any policy year in which losses exceed the funds available to the insurance company. Dominion’sDominion Energy and Virginia Power’s maximum retrospective premium assessment for the current policy period is $87$83 million and $49$51 million, respectively. Based on the severity of the incident, the Board of Directors of the nuclear insurer has the

discretion to lower or eliminate the maximum retrospective premium assessment. Dominion Energy and Virginia Power have the financial responsibility for any losses that exceed the limits or for which insurance proceeds are not available because they must first be used for stabilization and decontamination.

Millstone and Virginia Power also purchase accidental outage insurance from NEIL to mitigate certain expenses, including replacement power costs, associated with the prolonged outage of a nuclear unit due to direct physical damage. Under this program,

Dominion Energy and Virginia Power are subject to a retrospective premium assessment for any policy year in which losses exceed funds available to NEIL. Dominion’sDominion Energy and Virginia Power’s maximum retrospective premium assessment for the current policy period is $23$21 million and $10 million, respectively.

ODEC, a part owner of North Anna, and Massachusetts Municipal and Green Mountain, part owners of Millstone’s Unit 3, are responsible to Dominion Energy and Virginia Power for their share of the nuclear decommissioning obligation and insurance premiums on applicable units, including any retrospective premium assessments and any losses not covered by insurance.

SPENT NUCLEAR FUEL

Dominion Energy and Virginia Power entered into contracts with the DOE for the disposal of spent nuclear fuel under provisions of the Nuclear Waste Policy Act of 1982. The DOE failed to begin accepting the spent fuel on January 31, 1998, the date provided by the Nuclear Waste Policy Act and by Dominion’sDominion Energy and Virginia Power’s contracts with the DOE. Dominion Energy and Virginia Power have previously received damages award payments and settlement payments related to these contracts.

By mutual agreement of the parties, the settlement agreements are extendable to provide for resolution of damages incurred after 2013. The settlement agreements for the Surry, North Anna and Millstone plantsnuclear power stations have been extended to provide for periodic payments for damages incurred through December 31, 2019. In June 2018, a lawsuit for Kewaunee was filed in the U.S. Court of Federal Claims for recovery of spent nuclear fuel storage costs incurred for the period January 1, 2014 through December 31, 2017. This matter is pending.

In 2018, Virginia Power and Dominion Energy received payments of $16 million for resolution of claims incurred at North Anna and Surry for the period of January 1, 2016 through December 31, 2016, and additional extensions are contemplated by$13 million for resolution of claims incurred at Millstone for the settlement agreements. Possible settlementperiod of July 1, 2016 through June 30, 2017.

In 2017, Virginia Power and Dominion Energy received payments of $22 million for resolution of claims incurred at North Anna and Surry for the Kewaunee claims for damages incurred afterperiod of January 1, 2015 through December 31, 2013 is being evaluated.2015, and $14 million for resolution of claims incurred at Millstone for the period of July 1, 2015 through June 30, 2016.

In 2016, Virginia Power and Dominion Energy received payments of $30 million for resolution of claims incurred at North Anna and Surry for the period of January 1, 2014 through December 31, 2014, and $22 million for resolution of claims incurred at Millstone for the period of July 1, 2014 through June 30, 2015.

In 2015, Virginia Power and Dominion received payments of $8 million for resolution of claims incurred at North Anna and Surry for the period of January 1, 2013 through December 31, 2013, and $17 million for resolution of claims incurred at Millstone for the period of July 1, 2013 through June 30, 2014.

In 2014, Virginia Power and Dominion received payments of $27 million for the resolution of claims incurred at North Anna and Surry for the period January 1, 2011 through December 31, 2012 and $17 million for the resolution of claims incurred at Millstone for the period of July 1, 2012 through June 30, 2013. In 2014, Dominion also received payments totaling $7 million for the resolution of claims incurred at Kewaunee for periods from January 1, 2011 through December 31, 2013.

DominionEnergy and Virginia Power continue to recognize receivables for certain spent nuclear fuel-related costs that they believe are probable of recovery from the DOE. Dominion’sDominion Energy’s receivables

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Combined Notes to Consolidated Financial Statements, Continued

for spent nuclear fuel-related costs totaled $56$49 million and $87$46 million at December 31, 20162018 and 2015,2017, respectively. Virginia Power’s receivables for spent nuclear fuel-related costs totaled $37 million and $54$30 million at both December 31, 20162018 and 2015, respectively.

Pursuant to a November 2013 decision of the U.S Court of Appeals for the D.C. Circuit, in January 2014 the Secretary of the DOE sent a recommendation to the U.S. Congress to adjust to zero the current fee of $1 per MWh for electricity paid by civilian nuclear power generators for disposal of spent nuclear fuel. The processes specified in the Nuclear Waste Policy Act for adjustment of the fee have been completed, and as of May 2014, Dominion and Virginia Power are no longer required to pay the waste fee. In 2014, Dominion and Virginia Power recognized fees of $16 million and $10 million, respectively.2017.

Dominion Energy and Virginia Power will continue to manage their spent fuel until it is accepted by the DOE.

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Combined Notes to Consolidated Financial Statements, Continued

Long-Term Purchase Agreements

At December 31, 2016,2018, Virginia Power had the following long-term commitments that are noncancelable or are cancelable only under certain conditions, and that a third parties haveparty has used to secure financing for the facilitiesfacility that will provide the contracted goods or services:

 

 2017 2018 2019 2020 2021 Thereafter Total  2019 2020 2021 2022 2023 Thereafter Total
(millions)                             

Purchased electric capacity(1)

 $149  $93  $60  $52  $46  $—    $400  $60 $52 $46 $ $ $ $158

 

(1)

Commitments represent estimated amounts payable for capacity under power purchase contracts with qualifying facilities and independent power producers, the last of which endsend in 2021. Capacity payments under the contracts are generally based on fixed dollar amounts per month, subject to escalation using broad-basedbroad based economic indices. At December 31, 2016,2018, the present value of Virginia Power’s total commitment for capacity payments is $347$142 million. Capacity payments totaled $248$50 million, $305$114 million and $330$248 million, and energy payments totaled $126$42 million, $198$72 million and $304$126 million for the years ended 2018, 2017 and 2016, 2015 and 2014, respectively.

Lease Commitments

The Companies lease real estate, vehicles and equipment primarily under operating leases. Payments under certain leases are escalated based on an index such as the consumer price index. Future minimum lease payments under noncancelable operating and capital leases that have initial or remaining lease terms in excess of one year as of December 31, 20162018 are as follows:

 

    2017   2018   2019   2020   2021   Thereafter   Total 
(millions)                            

Dominion(1)

  $72   $69   $58   $39   $32   $238   $508 

Virginia Power

  $33   $30   $24   $20   $16   $32   $155 

Dominion Gas

  $27   $26   $21   $8   $5   $18   $105 

(1)Amounts include a lease agreement for the Dominion Questar corporate office, which is accounted for as a capital lease. At December 31, 2016, the Consolidated Balance Sheets include $30 million in property, plant and equipment and $35 million in other deferred credits and other liabilities. The Consolidated Statements of Income include less than $1 million recorded in depreciation, depletion and amortization for the year ended December 31, 2016.
   2019 2020 2021 2022 2023 Thereafter Total
(millions)              

Dominion Energy

  $64  $61  $55  $47  $38  $384  $649

Virginia Power

   34   32   28   22   16   106   238

Dominion Energy Gas

   12   11   9   7   4   3   46

Rental expense for Dominion Energy totaled $109 million, $113 million, and $104 million $99 million,for 2018, 2017 and $92 million for 2016, 2015 and 2014, respectively. Rental expense for Virginia Power totaled $63 million, $57 million, and $52 million $51 million,for 2018, 2017 and $43 million for 2016, 2015, and 2014, respectively. Rental expense for Dominion Energy Gas totaled $22 million, $34 million, and $37 million $37 million,for 2018, 2017 and $35 million for 2016, 2015 and 2014, respectively. The majority of rental expense is reflected in other operations and maintenance expense in the Consolidated Statements of Income.

In July 2016, Dominion Energy signed an agreement with a lessor to construct and lease a new corporate office property in Richmond, Virginia. The lessor is providing equity and has obtained financing commitments from debt investors, totaling $365 million, to fund the estimated project costs. The project is expected to be completed bymid-2019. Dominion Energy has been appointed to act as the construction agent for the lessor, during which time Dominion Energy will request cash draws from the lessor and debt investors to fund all project costs, which totaled $46$281 million as of December 31, 2016.2018. If the project is terminated under certain events of default, Dominion Energy could be required to pay up to 89.9% of the then funded amount. For specific full recourse events, Dominion Energy could be required to pay up to 100% of the then funded amount.

The five-year lease term will commence once construction is substantially complete and the facility is able to be occupied. At

the end of the initial lease term, Dominion Energy can (i) extend the term of the lease for an additional five years, subject to the approval of the participants, at current market terms, (ii) purchase the property for an amount equal to the project costs or, (iii) subject to certain terms and conditions, sell the property on behalf of the lessor to a third party using commercially reasonable efforts to obtain the highest cash purchase price for the property. If the project is sold and the proceeds from the sale are insufficient to repay the investors for the project costs, Dominion Energy may be required to make a payment to the lessor, up to 87% of project costs, for the difference between the project costs and sale proceeds.

Guarantees, Surety Bonds and Letters of Credit

AtIn October 2017, Dominion Energy entered into a guarantee agreement to support a portion of Atlantic Coast Pipeline’s obligation under a $3.4 billion revolving credit facility, also entered in October 2017, with a stated maturity date of October 2021. Dominion Energy’s maximum potential loss exposure under the terms of the guarantee is limited to 48% of the outstanding borrowings under the revolving credit facility, an equal percentage to Dominion Energy’s ownership in Atlantic Coast Pipeline. As of December 31, 2016,2018, Atlantic Coast Pipeline has borrowed $1.4 billion against the revolving credit facility and borrowed an additional $113 million in January and February 2019. Dominion Energy’s Consolidated Balance Sheet includes a liability of $21 million and $28 million associated with this guarantee agreement at December 31, 2018 and 2017, respectively.

In addition, at December 31, 2018, Dominion Energy had issued an additional $48 million of guarantees, primarily to support other equity method investees. No significant amounts related to thesethe other guarantees have been recorded.

Dominion Energy also enters into guarantee arrangements on behalf of its consolidated subsidiaries, primarily to facilitate their commercial transactions with third parties. If any of these subsidiaries fail to perform or pay under the contracts and the counterparties seek performance or payment, Dominion Energy would be obligated to satisfy such obligation. To the extent that a liability subject to a guarantee has been incurred by one of Dominion’sDominion Energy’s consolidated subsidiaries, that liability is included in the Consolidated Financial Statements. Dominion Energy is not required to recognize liabilities for guarantees issued on behalf of its subsidiaries unless it becomes probable that it will have to perform under the guarantees. Terms of the guarantees typically end once obligations have been paid. Dominion Energy currently believes it is unlikely that it would be required to perform or otherwise incur any losses associated with guarantees of its subsidiaries’ obligations.

At December 31, 2018, Dominion Energy had issued the following subsidiary guarantees:

    Maximum Exposure
(millions)   

Commodity transactions(1)

   $2,186

Nuclear obligations(2)

    179

Cove Point(3)

    1,900

Solar(4)

    659

Other(5)

    420

Total(6)

   $5,344
 

 

158182    


 



 

At December 31, 2016, Dominion had issued the following subsidiary guarantees:

    Maximum Exposure 
(millions)    

Commodity transactions(1)

  $2,074 

Nuclear obligations(2)

   169 

Cove Point(3)

   1,900 

Solar(4)

   1,130 

Other(5)

   545 

Total(6)

  $5,818 

(1)

Guarantees related to commodity commitments of certain subsidiaries. These guarantees were provided to counterparties in order to facilitate physical and financial transaction related commodities and services.

(2)

Guarantees related to certain DEIDGI subsidiaries’ regarding all aspects of running a nuclear facility.

(3)

Guarantees related to Cove Point, in support of terminal services, transportation and construction. Cove Point has two guarantees that have no maximum limit and, therefore, are not included in this amount.

(4)

Includes guarantees to facilitate the development of solar projects. Also includes guarantees entered into by DEIDGI on behalf of certain subsidiaries to facilitate the acquisition and development of solar projects.

(5)

Guarantees related to other miscellaneous contractual obligations such as leases, environmental obligations, construction projects and insurance programs. Due to the uncertainty of worker’s compensation claims, the parental guarantee has no stated limit. Also included are guarantees related to certain DEIDGI subsidiaries’ obligations for equity capital contributions and energy generation associated with Fowler Ridge and NedPower. As of December 31, 2016, Dominion’s2018, Dominion Energy’s maximum remaining cumulative exposure under these equity funding agreements is $36$4 million through 2019 and its maximum annual future contributions could range fromcontribution is approximately $4 million to $19 million.

(6)

Excludes Dominion’sDominion Energy’s guarantee for the construction of the new corporate office property discussed further within Lease Commitments above.

Additionally, at December 31, 2016,2018, Dominion Energy had purchased $149$171 million of surety bonds, including $71$72 million at Virginia Power and $22$26 million at Dominion Energy Gas, and authorized the issuance of letters of credit by financial institutions of $85$88 million to facilitate commercial transactions by its subsidiaries with third parties. Under the terms of surety bonds, the Companies are obligated to indemnify the respective surety bond company for any amounts paid.

As of December 31, 2016, Virginia Power had issued $14 million of guarantees primarily to supporttax-exempt debt issued through conduits. The related debt matures in 2031 and is included in long-term debt in Virginia Power’s Consolidated Balance Sheets. In the event of default by a conduit, Virginia Power would be obligated to repay such amounts, which are limited to the principal and interest then outstanding.

Indemnifications

As part of commercial contract negotiations in the normal course of business, the Companies may sometimes agree to make payments to compensate or indemnify other parties for possible future unfavorable financial consequences resulting from specified events. The specified events may involve an adverse judgment in a lawsuit or the imposition of additional taxes due to a change in tax law or interpretation of the tax law. The Companies are unable to develop an estimate of the maximum potential amount of any other future payments under these contracts because events that would obligate them have not yet occurred or, if any such event has occurred, they have not been notified of its occurrence. However, at December 31, 2016,2018, the Companies believe any other future payments, if any, that could ultimately become payable under these contract provisions, would not have a material

impact on their results of operations, cash flows or financial position.

 

 

NOTE 23. CREDIT RISK

Credit risk is the risk of financial loss if counterparties fail to perform their contractual obligations. In order to minimize overall credit risk, credit policies are maintained, including the evaluation of counterparty financial condition, collateral requirements and the use of standardized agreements that facilitate the netting of cash flows associated with a single counterparty. In addition, counterparties may make available collateral, including letters of credit or cash held as margin deposits, as a result of exceeding agreed-upon credit limits, or may be required to prepay the transaction.

The Companies maintain a provision for credit losses based on factors surrounding the credit risk of their customers, historical trends and other information. Management believes, based on credit policies and the December 31, 20162018 provision for credit losses, that it is unlikely that a material adverse effect on financial position, results of operations or cash flows would occur as a result of counterparty nonperformance.

GENERALGeneral

DOMINION ENERGY

As a diversified energy company, Dominion Energy transacts primarily with major companies in the energy industry and with commercial and residential energy consumers. These transactions principally occur in the Northeast,mid-Atlantic, Midwest and Rocky Mountain and Southeast regions of the U.S. Dominion Energy does not believe that this geographic concentration contributes significantly to its overall exposure to credit risk. In addition, as a result of its large and diverse customer base, Dominion Energy is not exposed to a significant concentration of credit risk for receivables arising from electric and gas utility operations.

Dominion’sDominion Energy’s exposure to credit risk is concentrated primarily within its energy marketing and price risk management activities, as Dominion Energy transacts with a smaller, less diverse group of counterparties and transactions may involve large notional volumes and potentially volatile commodity prices. Energy marketing and price risk management activities include marketing of merchant generation output, structured transactions and the use of financial contracts for enterprise-wide hedging purposes. Gross credit exposure for each counterparty is calculated as outstanding receivables plus any unrealizedon- oroff-balance sheet exposure, taking into account contractual netting rights. Gross credit exposure is calculated prior to the application of any collateral. At December 31, 2016, Dominion’s2018, Dominion Energy’s credit exposure totaled $98$145 million. Of this amount, investment grade counterparties, including those internally rated, represented 53%69%, and no single counterparty, whether investment grade ornon-investment grade, exceeded $9$47 million of exposure.

VIRGINIA POWER

Virginia Power sells electricity and provides distribution and transmission services to customers in Virginia and northeastern North Carolina. Management believes that this geographic concentration risk is mitigated by the diversity of Virginia Power’s customer base, which includes residential, commercial and

159



Combined Notes to Consolidated Financial Statements, Continued

industrial customers, as well as rural electric cooperatives and municipalities. Credit risk associated with trade accounts receivable from energy consumers is limited due to the large number of customers. Virginia Power’s exposure to potential concentrations of credit risk results primarily from sales to wholesale customers. Virginia Power’s gross credit exposure for each counterparty is calculated as outstanding receivables plus any unrealizedon- oroff-balance sheet exposure, taking into account contractual netting rights. Gross credit exposure is calculated prior to the application of collateral. At December 31, 2016,2018, Virginia Power’s credit exposure totaled $42 million. Of this amount,$10 million, of which no amounts were investment grade counterparties, including those internally rated, represented 33%, and no single counterparty whether investment grade ornon-investment grade, exceeded $6$9 million of exposure.

183


Combined Notes to Consolidated Financial Statements, Continued

DOMINION ENERGY GAS

Dominion Energy Gas transacts mainly with major companies in the energy industry and with residential and commercial energy consumers. These transactions principally occur in the Northeast,mid-Atlantic and Midwest regions of the U.S. Dominion Energy Gas does not believe that this geographic concentration contributes to its overall exposure to credit risk. In addition, as a result of its large and diverse customer base, Dominion Energy Gas is not exposed to a significant concentration of credit risk for receivables arising from gas utility operations. Dominion Energy Gas’ gross credit exposure for each counterparty is calculated as outstanding receivables plus any unrealizedon- oroff-balance sheet exposure, taking into account contractual netting rights. Gross credit exposure is calculated prior to the application of collateral. At December 31, 2018, Dominion Energy Gas’ credit exposure totaled $8 million. Of this amount, investment grade counterparties, including those internally rated, represented 93%, and no single counterparty, whether investment grade ornon-investment grade, exceeded $5 million of exposure.

In 2016, DTI2018, DETI provided service to 289307 customers with approximately 96% of its storage and transportation revenue being provided through firm services. The ten largest customers provided approximately 40%38% of the total storage and transportation revenue and the thirty largest provided approximately 70%71% of the total storage and transportation revenue.

East Ohio distributes natural gas to residential, commercial and industrial customers in Ohio using rates established by the Ohio Commission. Approximately 98%99% of East Ohio revenues are derived from its regulated gas distribution services. East Ohio’s bad debt risk is mitigated by the regulatory framework established by the Ohio Commission. See Note 13 for further information about Ohio’s PIPP and UEX Riders that mitigate East Ohio’s overall credit risk.

CREDIT-RELATED CONTINGENT PROVISIONSCredit-Related Contingent Provisions

The majority of Dominion’sDominion Energy’s derivative instruments contain credit-related contingent provisions. These provisions require Dominion Energy to provide collateral upon the occurrence of specific events, primarily a credit rating downgrade. If the credit-related contingent features underlying these instruments that are in a liability position and not fully collateralized with cash were fully triggered as of December 31, 20162018 and 2015,2017, Dominion Energy would have been required to post an additional $3$1 million and $12$62 million, respectively, of collateral to its counterparties. The collateral that would be required to be posted includes the impacts of any offsetting asset positions and any amounts already posted for derivatives,non-derivative contracts and derivatives elected under the normal purchases and normal sales exception, per contractual terms. Dominion Energy had posted no collateral at December 31, 20162018 and 2015,2017, related to derivatives with credit-related contingent provisions that are in a liability position and not fully collateralized with cash. The collateral posted includes any amounts paid related tonon-derivative contracts and derivatives

elected under the normal purchases and normal sales exception, per contractual terms. The aggregate fair value of all derivative instruments with credit-related contingent provisions that are in a liability position and not fully collateralized with cash as of December 31, 20162018 and 20152017 was $9$1 million and $49$65 million, respectively, which does not include the impact of any offsetting asset positions. Credit-related contingent provisions for Virginia Power and Dominion Energy Gas were not material

as of December 31, 20162018 and 2015.2017. See Note 7 for further information about derivative instruments.

 

 

NOTE 24. RELATED-PARTY TRANSACTIONS

Virginia Power and Dominion Energy Gas engage in related party transactions primarily with other Dominion Energy subsidiaries (affiliates). Virginia Power’sPower and Dominion Energy Gas’ receivable and payable balances with affiliates are settled based on contractual terms or on a monthly basis, depending on the nature of the underlying transactions. Virginia Power and Dominion Energy Gas are included in Dominion’sDominion Energy’s consolidated federal income tax return and, where applicable, combined income tax returns for Dominion Energy are filed in various states. See Note 2 for further information. Dominion’sDominion Energy’s transactions with equity method investments are described in Note 9. A discussion of significant related party transactions follows.

VIRGINIA POWER

Transactions with Affiliates

Virginia Power transacts with affiliates for certain quantities of natural gas and other commodities in the ordinary course of business. Virginia Power also enters into certain commodity derivative contracts with affiliates. Virginia Power uses these contracts, which are principally comprised of forward commodity swaps,purchases, to manage commodity price risks associated with purchases of natural gas. See Notes 7 and 19 for more information. As of December 31, 2016,2018, Virginia Power’s derivative assets and liabilities with affiliates were $41$26 million and $8$10 million, respectively. As of December 31, 2015,2017, Virginia Power’s derivative assets and liabilities with affiliates were $13$11 million and $22$5 million, respectively.

Virginia Power participates in certain Dominion Energy benefit plans as described in Note 21. At December 31, 20162018 and 2015,2017, Virginia Power’s amounts due to Dominion Energy associated with the Dominion Energy Pension Plan and reflected in noncurrent pension and other postretirement benefit liabilities in the Consolidated Balance Sheets were $396$632 million and $316$505 million, respectively. At December 31, 20162018 and 2015,2017, Virginia Power’s amounts due from Dominion Energy associated with the Dominion Energy Retiree Health and Welfare Plan and reflected in noncurrent pension and other postretirement benefit assets in the Consolidated Balance Sheets were $130$254 million and $77$199 million, respectively.

DRSDES and other affiliates provide accounting, legal, finance and certain administrative and technical services to Virginia Power. In addition, Virginia Power provides certain services to affiliates, including charges for facilities and equipment usage.

The financial statements for all years presented include costs for certain general, administrative and corporate expenses assigned by DRSDES to Virginia Power on the basis of direct and allocated methods in accordance with Virginia Power’s services agreements with DRS.DES. Where costs incurred cannot be determined by specific identification, the costs are allocated based on the proportional level of effort devoted by DRSDES resources that is attributable

160



to the entity, determined by reference to number of employees, salaries and wages and other similar measures for the relevant DRS service.DES serv-

184


ice. Management believes the assumptions and methodologies underlying the allocation of general corporate overhead expenses are reasonable.

Presented below are significant transactions with DRSDES and other affiliates:

 

Year Ended December 31,  2016   2015   2014   2018  2017  2016
(millions)                     

Commodity purchases from affiliates

  $571   $555   $543    $930   $674   $571

Services provided by affiliates(1)

   454    422    432     450   453   454

Services provided to affiliates

   22    22    22     24   25   22

 

(1)

Includes capitalized expenditures of $145 million, $144 million $143 million and $146$144 million for the year ended December 31, 2018, 2017 and 2016, 2015, and 2014, respectively.

Virginia Power has borrowed funds from Dominion Energy under short-term borrowing arrangements. There were $262$224 million and $376$33 million in short-term demand note borrowings from Dominion Energy as of December 31, 20162018 and 2015,2017, respectively. The weighted-average interest rate of these borrowings was 0.97%2.94% and 0.60%1.65% at December 31, 20162018 and 2015,2017, respectively. Virginia Power had no outstanding borrowings, net of repayments under the Dominion Energy money pool for its nonregulated subsidiaries as of December 31, 20162018 and 2015.2017. Interest charges related to Virginia Power’s borrowings from Dominion Energy were immaterial for the years ended December 31, 2016, 20152018, 2017 and 2014.2016.

There were no issuances of Virginia Power’s common stock to Dominion Energy in 2016, 20152018, 2017 or 2014.2016.

DOMINION ENERGY GAS

Transactions with Related Parties

Dominion Energy Gas transacts with affiliates for certain quantities of natural gas and other commodities at market prices in the ordinary course of business. Additionally, Dominion Energy Gas provides transportation and storage services to affiliates. Dominion Energy Gas also enters into certain other contracts with affiliates, and related parties, including construction services, which are presented separately from contracts involving commodities or services. As of December 31, 20162018 and 2015,2017, all of Dominion Energy Gas’ commodity derivatives were with affiliates. See Notes 7 and 19 for more information. See Note 9 for information regarding transactions with an affiliate.

Dominion Energy Gas participates in certain Dominion Energy benefit plans as described in Note 21. At December 31, 20162018 and 2015,2017, Dominion Energy Gas’ amounts due from Dominion Energy associated with the Dominion Energy Pension Plan and reflected in noncurrent pension and other postretirement benefit assets in the Consolidated Balance Sheets were $697$772 million and $652$734 million, respectively. At December 31, 2016 and 2015, Dominion Energy Gas’ amounts due from Dominion and liabilities due to DominionEnergy associated with the Dominion Energy Retiree Health and Welfare Plan and reflected in noncurrent pension and other postretirement benefit assets in the Consolidated Balance Sheets were immaterial.$14 million and $7 million at December 31, 2018 and 2017, respectively.

DRSDES and other affiliates provide accounting, legal, finance and certain administrative and technical services to Dominion Energy Gas. Dominion Energy Gas provides certain services to related parties, including technical services.

The financial statements for all years presented include costs for certain general, administrative and corporate expenses assigned by DRSDES to Dominion Energy Gas on the basis of direct and allocated methods in accordance with Dominion Energy Gas’ services agreements with DRS.DES. Where costs incurred cannot be determined by specific identification, the costs are allocated based on the proportional level of effort devoted by DRSDES resources that is attributable to the entity, determined by reference to number of employees, salaries and wages and other similar measures for the relevant DRSDES service. Management believes the assumptions and methodologies underlying the allocation of general corporate overhead expenses are reasonable. The costs of these services follow:

 

Year Ended December 31,  2016   2015   2014   2018  2017  2016
(millions)                     

Purchases of natural gas and transportation and storage services from affiliates

  $9   $10   $34 

Sales of natural gas and transportation and storage services to affiliates

   69    69    84    $58   $70   $69

Purchases of natural gas from affiliates

    6   5   9

Services provided by related parties(1)

   141    133    106     131   143   141

Services provided to related parties(2)

   128    101    17     216   156   128

 

(1)

Includes capitalized expenditures of $49$37 million, $57$45 million and $49 million for the year ended December 31, 2018, 2017 and 2016, 2015, and 2014, respectively.

(2)

Amounts primarily attributable to Atlantic Coast Pipeline.Pipeline, a related party VIE.

The following table presents affiliated and related party balances reflected in Dominion Energy Gas’ Consolidated Balance Sheets:

 

At December 31,  2016   2015   2018  2017
(millions)              

Other receivables(1)

  $10   $7    $13   $12

Customer receivables from related parties

   1    4     1   1

Imbalances receivable from affiliates

   2    1     1   1

Imbalances payable to affiliates(2)

   4         13    

Affiliated notes receivable(3)

   18    14     16   20

 

(1)

Represents amounts due from Atlantic Coast Pipeline, a related party VIE.

(2)

Amounts are presented in other current liabilities in Dominion Energy Gas’ Consolidated Balance Sheets.

(3)

Amounts are presented in other deferred charges and other assets in Dominion Energy Gas’ Consolidated Balance Sheets.

Dominion Energy Gas’ borrowings under the IRCA with Dominion Energy totaled $118$218 million and $95$18 million as of December 31, 20162018 and 2015,2017, respectively. The weighted-average interest rate of these borrowings was 1.08%2.78% and 0.65%1.60% at December 31, 20162018 and 2015,2017, respectively. Interest charges related to Dominion Energy Gas’ total borrowings from Dominion Energy were immaterial for the years ended December 31, 20162018, 2017 and 2015 and $4 million for the year ended December 31, 2014.2016.

 

 

161185



Combined Notes to Consolidated Financial Statements, Continued

 

 

 

 

NOTE 25. OPERATING SEGMENTS

The Companies are organized primarily on the basis of products and services sold in the U.S. A description of the operations included in the Companies’ primary operating segments is as follows:

 

Primary Operating


Segment

 Description of Operations  Dominion
Energy
  

Virginia


Power

  Dominion
Energy
Gas

DVPPower Delivery

 

Regulated electric distribution

  X  X  
  

Regulated electric transmission

  X  X   

DominionPower Generation

 

Regulated electric generation fleet

  X  X  
  

Merchant electric generation fleet

  X      

Dominion EnergyGas Infrastructure

 

Gas transmission and storage

  X(1)    X
 

Gas distribution and storage

  X    X
 

Gas gathering and processing

  X    X
 

LNG importterminalling and storage

  X    
  

Nonregulated retail energy marketing

  X      

 

(1)

Includes remaining producer services activities.

In addition to the operating segments above, the Companies also report a Corporate and Other segment.

DominionDOMINION ENERGY

The Corporate and Other Segment of Dominion Energy includes its corporate, service company and other functions (including unallocated debt). In addition, Corporate and Other includes specific items attributable to Dominion’sDominion Energy’s operating segments that are not included in profit measures evaluated by executive management in assessing the segments’ performance or in allocating resources.

In March 2014,2018, Dominion exited the electric retail energy marketing business. As a result, the earnings impact from the electric retail energy marketing business has been includedEnergy reportedafter-tax net expenses of $608 million in the Corporate and Other Segmentsegment, with $88 million of Dominionthe net expenses attributable to specific items related to its operating segments.

The net expenses for 2014 first quarter resultsspecific items in 2018 primarily related to the impact of operations.the following items:

A $219 million ($164 millionafter-tax) charge related to the impairment of certain gathering and processing assets attributable to Gas Infrastructure;

A $215 million ($160 millionafter-tax) charge associated with Virginia legislation enacted in March 2018 that requiresone-time rate credits of certain amounts to utility customers, attributable to:

Power Generation ($109 millionafter-tax); and
Power Delivery ($51 millionafter-tax);
A $170 million ($134 millionafter-tax) net loss related to our investments in nuclear decommissioning trust funds attributable to Power Generation;
A $124 million ($88 millionafter-tax) charge for disallowance of FERC-regulated plant attributable to Gas Infrastructure;
An $81 million ($60 millionafter-tax) charge associated primarily with the asset retirement obligations for ash ponds and landfills at certain utility generation facilities in connection with the enactment of Virginia legislation in April 2018 attributable to Power Generation; and
A $70 million ($52 millionafter-tax) charge associated with major storm damage and service restoration attributable to Power Delivery; partially offset by
An $828 million ($619 millionafter-tax) benefit associated with the sale of certain merchant generation facilities and equity method investments attributable to:
Power Generation ($229 millionafter-tax); and
Gas Infrastructure ($390 millionafter-tax).

In the second quarter2017, Dominion Energy reportedafter-tax net benefits of 2013, Dominion commenced a restructuring of its producer services business, which aggregates natural gas supply, engages in natural gas trading and marketing activities and natural gas supply management and provides price risk management services to Dominion affiliates. The restructuring, which was completed in the first quarter of 2014, resulted in the termination of natural gas trading and certain energy marketing activities. As a result, the earnings impact from natural gas trading and certain energy marketing activities has been included$389 million in the Corporate and Other Segmentsegment, with $861 million of Dominionthe net benefits attributable to specific items related to its operating segments.

The net benefits for 2014.specific items in 2017 primarily related to the impact of the following items:

A $979 million tax benefit resulting from the remeasurement of deferred income taxes as a result of the 2017 Tax Reform Act, primarily attributable to:
Gas Infrastructure ($324 million);
Power Generation ($655 million); partially offset by
$158 million ($96 millionafter-tax) of charges associated with equity method investments in wind-powered generation facilities, attributable to Power Generation.

In 2016, Dominion Energy reportedafter-tax net expenses of $484 million in the Corporate and Other segment, with $180 million of these net expenses attributable to specific items related to its operating segments.

The net expenses for specific items in 2016 primarily related to the impact of the following items:

A $197 million ($122 millionafter-tax) charge related to future ash pond and landfill closure costs at certain utility generation facilities, attributable to DominionPower Generation; and
A $59 million ($36 millionafter-tax) charge related to an organizational design initiative, attributable to:
DVPPower Delivery ($5 millionafter-tax);
Dominion EnergyGas Infrastructure ($12 millionafter-tax); and
DominionPower Generation ($19 millionafter-tax).

In 2015, Dominion reportedafter-tax net expenses of $391 million in the Corporate and Other segment, with $136 million of these net expenses attributable to specific items related to its operating segments.

The net expenses for specific items in 2015 primarily related to the impact of the following items:

A $99 million ($60 millionafter-tax) charge related to future ash pond and landfill closure costs at certain utility generation facilities, attributable to Dominion Generation; and
An $85 million ($52 millionafter-tax)write-off of deferred fuel costs associated with Virginia legislation enacted in February 2015, attributable to Dominion Generation.

In 2014, Dominion reportedafter-tax net expenses of $970 million in the Corporate and Other segment, with $544 million of these net expenses attributable to specific items related to its operating segments.

The net expenses for specific items in 2014 primarily related to the impact of the following items:

$374 million ($248 millionafter-tax) in charges associated with Virginia legislation enacted in April 2014 relating to the development of a third nuclear unit located at North Anna and offshore wind facilities, attributable to Dominion Generation;
A $319 million ($193 millionafter-tax) net loss related to the producer services business discussed above, attributable to Dominion Energy; and
A $121 million ($74 millionafter-tax) charge related to a settlement offer to incur future ash pond closure costs at certain utility generation facilities, attributable to Dominion Generation.
 

 

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The following table presents segment information pertaining to Dominion’sDominion Energy’s operations:

 

Year Ended December 31,  DVP   

Dominion

Generation

  

Dominion

Energy

   

Corporate and

Other

  

Adjustments &

Eliminations

  

Consolidated

Total

 
(millions)                     

2016

         

Total revenue from external customers

  $2,210    $6,747   $2,069    $(7 $718   $11,737  

Intersegment revenue

   23     10    697     609    (1,339    

Total operating revenue

   2,233     6,757    2,766     602    (621  11,737  

Depreciation, depletion and amortization

   537     662    330     30        1,559  

Equity in earnings of equity method investees

        (16  105     22        111  

Interest income

        74    34     36    (78  66  

Interest and related charges

   244     290    38     516    (78  1,010  

Income taxes

   308     279    431     (363      655  

Net income (loss) attributable to Dominion

   484     1,397    726     (484      2,123  

Investment in equity method investees

        228    1,289     44        1,561  

Capital expenditures

   1,320     2,440    2,322     43        6,125  

Total assets (billions)

   15.6     27.1    26.0     10.2    (7.3  71.6  

2015

         

Total revenue from external customers

  $2,091    $7,001   $1,877    $(27 $741   $11,683  

Intersegment revenue

   20     15    695     554    (1,284    

Total operating revenue

   2,111     7,016    2,572     527    (543  11,683  

Depreciation, depletion and amortization

   498     591    262     44        1,395  

Equity in earnings of equity method investees

        (15  60     11        56  

Interest income

        64    25     13    (44  58  

Interest and related charges

   230     262    27     429    (44  904  

Income taxes

   307     465    423     (290      905  

Net income (loss) attributable to Dominion

   490     1,120    680     (391      1,899  

Investment in equity method investees

        245    1,042     33        1,320  

Capital expenditures

   1,607     2,190    2,153     43        5,993  

Total assets (billions)

   14.7     25.6    15.2     8.9    (5.8  58.6  

2014

         

Total revenue from external customers

  $1,918    $7,135   $2,446    $(12 $949   $12,436  

Intersegment revenue

   18     34    880     572    (1,504    

Total operating revenue

   1,936     7,169    3,326     560    (555  12,436  

Depreciation, depletion and amortization

   462     514    243     73        1,292  

Equity in earnings of equity method investees

        (18  54     10        46  

Interest income

        58    23     20    (33  68  

Interest and related charges

   205     240    11     770    (33  1,193  

Income taxes

   317     365    463     (693      452  

Net income (loss) attributable to Dominion

   502     1,061    717     (970      1,310  

Capital expenditures

   1,652     2,466    1,329     104        5,551  

Year Ended December 31,  

Power

Delivery

   

Power

Generation

  

Gas

Infrastructure

  

Corporate

and Other

  

Adjustments &

Eliminations

  

Consolidated

Total

 
(millions)                    

2018

        

Total revenue from external customers

  $2,206   $7,104  $4,221  $(208 $43  $13,366 

Intersegment revenue

   23    11   27   674   (735   

Total operating revenue

   2,229    7,115   4,248   466   (692  13,366 

Depreciation, depletion and amortization

   625    746   615   14      2,000 

Impairment of assets and related charges

       1   8   394      403 

Gains on sales of assets

       6   (186  (200     (380

Equity in earnings of equity method investees

       18   178   1      197 

Interest income

       90   64   126   (196  84 

Interest and related charges

   265    374   268   782   (196  1,493 

Income tax expense (benefit)

   160    294   330   (204     580 

Net income (loss) attributable to Dominion Energy

   587    1,254   1,214   (608     2,447 

Investment in equity method investees

       82   1,159   37      1,278 

Capital expenditures

   1,564    1,321   1,415   105      4,405 

Total assets (billions)

   17.8    28.2   31.5   11.2   (10.8  77.9 

2017

        

Total revenue from external customers

  $2,206   $6,676  $2,832  $16  $856  $12,586 

Intersegment revenue

   22    10   834   610   (1,476   

Total operating revenue

   2,228    6,686   3,666   626   (620  12,586 

Depreciation, depletion and amortization

   593    747   522   43      1,905 

Impairment of assets and related charges

             15      15 

Gains on sales of assets

          (147        (147

Equity in earnings of equity method investees

       (181  159   4      (18

Interest income

   4    92   45   96   (155  82 

Interest and related charges

   265    342   109   644   (155  1,205 

Income tax expense (benefit)

   334    373   487   (1,224     (30

Net income (loss) attributable to Dominion Energy

   531    1,181   898   389      2,999 

Investment in equity method investees

       81   1,422   41      1,544 

Capital expenditures

   1,433    2,275   2,149   52      5,909 

Total assets (billions)

   16.7    29.0   28.0   12.0   (9.1  76.6 

2016

        

Total revenue from external customers

  $2,210   $6,747  $2,069  $(7 $718  $11,737 

Intersegment revenue

   23    10   697   609   (1,339   

Total operating revenue

   2,233    6,757   2,766   602   (621  11,737 

Depreciation, depletion and amortization

   537    662   330   30      1,559 

Impairment of assets and related charges

             4      4 

Gains on sales of assets

       4   (44        (40

Equity in earnings of equity method investees

       (16  105   22      111 

Interest income

       74   34   36   (78  66 

Interest and related charges

   244    290   38   516   (78  1,010 

Income tax expense (benefit)

   308    279   431   (363     655 

Net income (loss) attributable to Dominion Energy

   484    1,397   726   (484     2,123 

Capital expenditures

   1,320    2,440   2,322   43      6,125 

Intersegment sales and transfers for Dominion Energy are based on contractual arrangements and may result in intersegment profit or loss that is eliminated in consolidation.

Virginia PowerVIRGINIA POWER

The majority of Virginia Power’s revenue is provided through tariff rates. Generally, such revenue is allocated for management reporting based on an unbundled rate methodology among Virginia Power’s DVPPower Delivery and DominionPower Generation segments.

The Corporate and Other Segment of Virginia Power primarily includes specific items attributable to its operating segments that are not included in profit measures evaluated by executive management in assessing the segments’ performance or in allocating resources.

In 2018, Virginia Power reported anafter-tax net expense of $312 million for specific items attributable to its operating segments in the Corporate and Other segment.

The net expenses for specific items in 2018 primarily related to the impact of the following items:

A $215 million ($160 millionafter-tax) charge associated with Virginia legislation enacted in March 2018 that requiresone-time rate credits of certain amounts to utility customers, attributable to:
Power Generation ($109 millionafter-tax); and
Power Delivery ($51 millionafter-tax).
An $81 million ($60 millionafter-tax) charge associated primarily with the asset retirement obligations for ash ponds and landfills at certain utility generation facilities in connection with the enactment of Virginia legislation in April 2018 attributable to Power Generation.
A $70 million ($52 millionafter-tax) charge associated with major storm damage and service restoration attributable to Power Delivery.

187


Combined Notes to Consolidated Financial Statements, Continued

In 2017, Virginia Power reported anafter-tax net benefit of $74 million for specific items attributable to its operating segments in the Corporate and Other segment.

The net benefit for specific items in 2017 primarily related to the impact of the following item:

A $93 million tax benefit resulting from the remeasurement of deferred income taxes as a result of the 2017 Tax Reform Act, attributable to Power Generation.

In 2016, Virginia Power reportedafter-tax net expenses of $173 million for specific items attributable to its operating segments in the Corporate and Other segment.

The net expenses for specific items in 2016 primarily related to the impact of the following item:

A $197 million ($121 millionafter-tax) charge related to future ash pond and landfill closure costs at certain utility generation facilities, attributable to DominionPower Generation.

In 2015, Virginia Power reportedafter-tax net expenses of $153 million for specific items attributable to its operating segments in the Corporate and Other segment.

The net expenses for specific items in 2015 primarily related to the impact of the following items:

A $99 million ($60 millionafter-tax) charge related to future ash pond and landfill closure costs at certain utility generation facilities, attributable to Dominion Generation; and
An $85 million ($52 millionafter-tax)write-off of deferred fuel costs associated with Virginia legislation enacted in February 2015, attributable to Dominion Generation.

In 2014, Virginia Power reportedafter-tax net expenses of $342 million for specific items attributable to its operating segments in the Corporate and Other segment.

The net expenses for specific items in 2014 primarily related to the impact of the following items:

$374 million ($248 millionafter-tax) in charges associated with Virginia legislation enacted in April 2014 relating to the development of a third nuclear unit located at North Anna and offshore wind facilities, attributable to Dominion Generation; and
A $121 million ($74 millionafter-tax) charge related to a settlement offer to incur future ash pond closure costs at certain utility generation facilities, attributable to Dominion Generation.
 

 

188   163



Combined Notes to Consolidated Financial Statements, Continued

 

 

The following table presents segment information pertaining to Virginia Power’s operations:

 

Year Ended December 31,  DVP   

Dominion

Generation

   

Corporate and

Other

 

Adjustments &

Eliminations

 

Consolidated

Total

   

Power

Delivery

   

Power

Generation

   

Corporate

and Other

 Adjustments &
Eliminations
 

Consolidated

Total

 
(millions)                                

2018

        

Operating revenue

  $2,204   $5,630   $(215 $  $7,619 

Depreciation and amortization

   624    533    (25     1,132 

Interest income

       9    5   (4  10 

Interest and related charges

   265    250       (4  511 

Income tax expense (benefit)

   158    220    (78     300 

Net income (loss)

   586    1,008    (312     1,282 

Capital expenditures

   1,539    1,003          2,542 

Total assets (billions)

   17.6    19.4       (0.1  36.9 

2017

        

Operating revenue

  $2,212   $5,344   $  $  $7,556 

Depreciation and amortization

   594    547         1,141 

Interest income

   4    15    3  (3 19 

Interest and related charges

   265    232      (3 494 

Income tax expense (benefit)

   334    534    (94    774 

Net income

   527    939    74     1,540 

Capital expenditures

   1,439    1,290         2,729 

Total assets (billions)

   16.6    18.6      (0.1 35.1 

2016

                

Operating revenue

  $2,217    $5,390    $(19 $   $7,588    $2,217   $5,390   $(19 $  $7,588 

Depreciation and amortization

   537     488             1,025     537    488         1,025 

Interest income

                                         

Interest and related charges

   244     219         (2  461     244    219      (2 461 

Income taxes

   307     524     (104   727  

Income tax expense (benefit)

   307    524    (104    727 

Net income (loss)

   482     909     (173      1,218     482    909    (173    1,218 

Capital expenditures

   1,313     1,336             2,649     1,313    1,336         2,649 

Total assets (billions)

   15.6     17.8         (0.1  33.3  

2015

        

Operating revenue

  $2,099    $5,566    $(43 $   $7,622  

Depreciation and amortization

   498     453     2       953  

Interest income

        7            7  

Interest and related charges

   230     210     4   (1 443  

Income taxes

   308     437     (86  659  

Net income (loss)

   490     750     (153     1,087  

Capital expenditures

   1,569     1,120            2,689  

Total assets (billions)

   14.7     17.0        (0.1 31.6  

2014

        

Operating revenue

  $1,928    $5,651    $   $   $7,579  

Depreciation and amortization

   462     416     37       915  

Interest income

        8            8  

Interest and related charges

   205     203     3       411  

Income taxes

   317     416     (185     548  

Net income (loss)

   509     691     (342     858  

Capital expenditures

   1,651     1,456            3,107  

DOMINION ENERGY GAS

The Corporate and Other Segment of Dominion Energy Gas primarily includes specific items attributable to Dominion Energy Gas’ operating segment that are not included in profit measures evaluated by executive management in assessing the segment’s performance or in allocating resources and the effect of certain items recorded at Dominion Energy Gas as a result of Dominion’sDominion Energy’s basis in the net assets contributed.

In 2018, Dominion Energy Gas reportedafter-tax net expenses of $251 million in its Corporate and Other segment, with $244 million of these net expenses attributable to its operating segment.

The net expenses for specific items in 2018 primarily related to the impact of the following items:

A $219 million ($165 millionafter-tax) charge related to the impairment of gathering and processing assets; and
A $124 million ($88 millionafter-tax) charge for disallowance of FERC-regulated plant.

In 2017, Dominion Energy Gas reportedafter-tax net benefit of $179 million in its Corporate and Other segment, with $174 million of these net expenses attributable to its operating segment.

The net benefit for specific items in 2017 primarily related to the impact of the following item:

A $185 million tax benefit resulting from the remeasurement of deferred income taxes as a result of the 2017 Tax Reform Act.

In 2016, Dominion Energy Gas reportedafter-tax net expenses of $3 million in its Corporate and Other segment, with $7 million of these net expenses attributable to its operating segment.

The net expense for specific items in 2016 primarily related to the impact of the following item:

An $8 million ($5 millionafter-tax) charge related to an organizational design initiative.

In 2015, Dominion Gas reportedafter-tax net expenses of $21 million in its Corporate and Other segment, with $13 million of these net expenses attributable to specific items related to its operating segment.

The net expenses for specific items in 2015 primarily related to the impact of the following item:

$16 million ($10 millionafter-tax) ceiling test impairment charge.

In 2014, Dominion Gas reportedafter-tax net expenses of $9 million in its Corporate and Other segment, with none of these net expenses attributable to specific items related to its operating segment.

 

 

164



The following table presents segment information pertaining to Dominion Gas’ operations:

Year Ended December 31,  Dominion
Energy
   

Corporate and

Other

  

Consolidated

Total

 
(millions)           

2016

     

Operating revenue

  $1,638    $   $1,638  

Depreciation and amortization

   214     (10  204  

Equity in earnings of equity method investees

   21         21  

Interest income

   1         1  

Interest and related charges

   92     2    94  

Income taxes

   237     (22  215  

Net income (loss)

   395     (3  392  

Investment in equity method investees

   98         98  

Capital expenditures

   854         854  

Total assets (billions)

   10.5     0.6    11.1  

2015

     

Operating revenue

  $1,716    $   $1,716  

Depreciation and amortization

   213     4    217  

Equity in earnings of equity method investees

   23         23  

Interest income

   1         1  

Interest and related charges

   72     1    73  

Income taxes

   296     (13  283  

Net income (loss)

   478     (21  457  

Investment in equity method investees

   102         102  

Capital expenditures

   795         795  

Total assets (billions)

   9.7     0.6    10.3  

2014

     

Operating revenue

  $1,898    $   $1,898  

Depreciation and amortization

   197         197  

Equity in earnings of equity method investees

   21         21  

Interest income

   1         1  

Interest and related charges

   27         27  

Income taxes

   340     (6  334  

Net income (loss)

   521     (9  512  

Capital expenditures

   719         719  

    165189



Combined Notes to Consolidated Financial Statements, Continued

 

 

 

The following table presents segment information pertaining to Dominion Energy Gas’ operations:

Year Ended December 31,  

Gas

Infrastructure

  

Corporate and

Other

  

Consolidated

Total

 
(millions)          

2018

    

Operating revenue

  $1,940  $  $1,940 

Depreciation and amortization

   244      244 

Impairment of assets and related charges

   5   341   346 

Gains on sales of assets

   (119     (119

Equity in earnings of equity method investees

   24      24 

Interest income

   2      2 

Interest and related charges

   104   1   105 

Income tax expense (benefit)

   188   (102  86 

Net income (loss)

   552   (251  301 

Investment in equity method investees

   91      91 

Capital expenditures

   772      772 

Total assets (billions)

   11.8   0.6   12.4 

2017

    

Operating revenue

  $1,814  $  $1,814 

Depreciation and amortization

   227      227 

Impairment of assets and related charges

   15   1   16 

Gains on sales of assets

   (70     (70

Equity in earnings of equity method investees

   21      21 

Interest income

   2      2 

Interest and related charges

   97      97 

Income tax expense (benefit)

   256   (205  51 

Net income

   436   179   615 

Investment in equity method investees

   95      95 

Capital expenditures

   778      778 

Total assets (billions)

   11.3   0.6   11.9 

2016

    

Operating revenue

  $1,638  $  $1,638 

Depreciation and amortization

   214   (10  204 

Gains on sales of assets

   (45     (45

Equity in earnings of equity method investees

   21      21 

Interest income

   1      1 

Interest and related charges

   92   2   94 

Income tax expense (benefit)

   237   (22  215 

Net income (loss)

   395   (3  392 

Capital expenditures

   854      854 

190


 

NOTE 26. QUARTERLY FINANCIALAND COMMON STOCK DATA (UNAUDITED)

A summary of the Companies’ quarterly results of operations for the years ended December 31, 20162018 and 20152017 follows. Amounts reflect all adjustments necessary in the opinion of management for a fair statement of the results for the interim periods. Results for interim periods may fluctuate as a result of weather conditions, changes in rates and other factors.

DOMINION ENERGY

 

   

First

Quarter

  

Second

Quarter

  

Third

Quarter

  

Fourth

Quarter

  Year 
(millions, except per
share amounts)
               
2016               

Operating revenue

 $2,921  $2,598  $3,132  $3,086  $11,737 

Income from operations

  882   781   1,145   819   3,627 

Net income including noncontrolling interests

  531   462   728   491   2,212 

Net income attributable to Dominion

  524   452   690   457   2,123 

Basic EPS:

     

Net income attributable to Dominion

  0.88   0.73   1.10   0.73   3.44 

Diluted EPS:

     

Net income attributable to Dominion

  0.88   0.73   1.10   0.73   3.44 

Dividends declared per share

  0.7000   0.7000   0.7000   0.7000   2.8000 

Common stock prices (intradayhigh-low)

 $

 

75.18 -

66.25

 

 

 $
 
77.93 -
68.71
 
 
 $
 
78.97 -
72.49
 
 
 $
 
77.32 -
69.51
 
 
 $
 
78.97 -
66.25
 
 
    First
Quarter
   Second
Quarter
   Third
Quarter
   Fourth
Quarter
 
(millions)                

2018

        

Operating revenue

  $3,466   $3,088   $3,451   $3,361 

Income from operations

   875    742    1,150    834 

Net income including noncontrolling interests

   526    478    883    662 

Net income attributable to Dominion Energy

   503    449    854    641 

Basic EPS:

        

Net income attributable to Dominion Energy

   0.77    0.69    1.31    0.97 

Diluted EPS:

        

Net income attributable to Dominion Energy

   0.77    0.69    1.30    0.97 

Dividends declared per common share

   0.835    0.835    0.835    0.835 

2017

        

Operating revenue

  $3,384   $2,813   $3,179   $3,210 

Income from operations

   1,079    753    1,152    953 

Net income including noncontrolling interests

   674    417    696    1,333 

Net income attributable to Dominion Energy

   632    390    665    1,312 

Basic EPS:

        

Net income attributable to Dominion Energy

   1.01    0.62    1.03    2.04 

Diluted EPS:

        

Net income attributable to Dominion Energy

   1.01    0.62    1.03    2.04 

Dividends declared per common share

   0.755    0.755    0.770    0.770 

Dominion Energy’s 2018 results include the impact of the following significant items:

Fourth quarter results include $536 million ofafter-tax gains from the sale of certain merchant generation facilities and equity method investments partially offset by a $164 millionafter-tax impairment charge for certain gathering and processing assets.
   

First

Quarter

  

Second

Quarter

  

Third

Quarter

  

Fourth

Quarter

  Year 
(millions, except per
share amounts)
               

2015

     

Operating revenue

 $3,409  $2,747  $2,971  $2,556  $11,683 

Income from operations

  1,002   773   1,123   638   3,536 

Net income including noncontrolling interests

  540   418   599   366   1,923 

Net income attributable to Dominion

  536   413   593   357   1,899 

Basic EPS:

     

Net income attributable to Dominion

  0.91   0.70   1.00   0.60   3.21 

Diluted EPS:

     

Net income attributable to Dominion

  0.91   0.70   1.00   0.60   3.20 

Dividends declared per share

  0.6475   0.6475   0.6475   0.6475   2.5900 

Common stock prices (intradayhigh-low)

 $

 

79.89 -

68.25

 

 

 $
 
74.34 -
66.52
 
 
 $
 
76.59 -
66.65
 
 
 $
 
74.88 -
64.54
 
 
 $
 
79.89 -
64.54
 
 
Second quarter results include an $89 millionafter-tax charge for disallowance of FERC-regulated plant.
First quarter results include a $160 millionafter-tax charge associated with Virginia legislation enacted in March 2018 that requiredone-time rate credits of certain amounts to utility customers.

Dominion’s 2016Dominion Energy’s 2017 results include the impact of the following significant item:

Fourth quarter results include $851 million tax benefit resulting from the remeasurement of deferred income taxes as a $122result of the 2017 Tax Reform Act, partially offset by $96 million ofafter-tax charge related to future ash pond and landfill closure costs at certain utilitycharges associated with our equity method investments in wind-powered generation facilities.

There were no significant items impacting Dominion’s 2015 quarterly results.

166



VIRGINIA POWER

Virginia Power’s quarterly results of operations were as follows:

 

  

First

Quarter

   

Second

Quarter

   

Third

Quarter

   

Fourth

Quarter

   Year   First
Quarter
   Second
Quarter
   Third
Quarter
   Fourth
Quarter
 
(millions)                                    

2016

          

2018

        

Operating revenue

  $1,890   $1,776   $2,211   $1,711   $7,588   $1,748   $1,829   $2,232   $1,810 

Income from operations

   514    553    914    369    2,350    364    533    756    418 

Net income

   263    280    503    172    1,218    184    339    520    239 

2015

          

2017

        

Operating revenue

  $2,137   $1,813   $2,058   $1,614   $7,622   $1,831   $1,747   $2,154   $1,824 

Income from operations

   525    481    741    374    2,121    653    613    847    619 

Net income

   269    246    385    187    1,087    356    318    459    407 

Virginia Power’s 20162018 results include the impact of the following significant item:

First quarter results include a $160 millionafter-tax charge associated with Virginia legislation enacted in March 2018 that requiredone-time rate credits of certain amounts to utility customers.

Virginia Power’s 2017 results include the impact of the following significant item:

Fourth quarter results include a $121$93 millionafter-tax charge related to future ash pond and landfill closure costs at certain utility generation facilities. tax benefit resulting from the remeasurement of deferred income taxes as a result of the 2017 Tax Reform Act.

Virginia Power’s 2015DOMINION ENERGY GAS

Dominion Energy Gas’ quarterly results of operations were as follows:

    First
Quarter
   Second
Quarter
   Third
Quarter
   Fourth
Quarter
 
(millions)                

2018

        

Operating revenue

   $526    $459    $423    $532 

Income (loss) from operations

   201    7    182    (55
Net income (loss)  166   15   136   (16) 

2017

        

Operating revenue

   $490    $422    $401    $501 

Income from operations

   156    116    185    181 

Net income

   108    77    117    313 

Dominion Energy Gas’s 2018 results include the impact of the following significant items:

Fourth quarter results include a $32$165 millionafter-tax impairment charge related to incremental future ash pondfor certain gathering and landfill closure costs at certain utility generation facilities.processing assets.
Second quarter results include a $28an $89 millionafter-tax charge related to incremental future ash pond and landfill closure costs at certain utility generation facilities due to the enactmentfor disallowance of the final CCR rule in April 2015.FERC-regulated plant.
First quarter results include a $52 millionafter-taxwrite-off of deferred fuel costs associated with Virginia legislation enacted in February 2015.

DOMINION GAS

Dominion Gas’ quarterly results of operations were as follows:

    

First

Quarter

   

Second

Quarter

   

Third

Quarter

   

Fourth

Quarter

   Year 
(millions)                    

2016

          

Operating revenue

  $431   $368   $382   $457   $1,638 

Income from operations

   175    186    133    175    669 
Net income  98   105   83   106   392 

2015

          

Operating revenue

  $531   $395   $365   $425   $1,716 

Income from operations

   271    153    202    163    789 

Net income

   161    85    111    100    457 

There were no significant items impacting Dominion Gas’ 2016 quarterly results.

Dominion Gas’ 2015Energy Gas’s 2017 results include the impact of the following significant items:item:

ThirdFourth quarter results include a $29$197 millionafter-tax gain tax benefit resulting from an agreement to convey shale development rights underneaththe remeasurement of deferred income taxes as a natural gas storage field.
First quarter results include a $43 millionafter-tax gain from agreements to convey shale development rights underneath several natural gas storage fields.result of the 2017 Tax Reform Act.
 

 

167191


 



 

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

 

 

Item 9A. Controls and Procedures

DOMINION ENERGY

Senior management, including Dominion’sDominion Energy’s CEO and CFO, evaluated the effectiveness of Dominion’sDominion Energy’s disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation process, Dominion’sDominion Energy’s CEO and CFO have concluded that Dominion’sDominion Energy’s disclosure controls and procedures are effective. There were no changes in Dominion’sDominion Energy’s internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, Dominion’sDominion Energy’s internal control over financial reporting.

 

 

MANAGEMENTS ANNUAL REPORTON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of Dominion Energy understands and accepts responsibility for Dominion’sDominion Energy’s financial statements and related disclosures and the effectiveness of internal control over financial reporting (internal control). Dominion Energy continuously strives to identify opportunities to enhance the effectiveness and efficiency of internal control, just as Dominion Energy does throughout all aspects of its business.

Dominion Energy maintains a system of internal control designed to provide reasonable assurance, at a reasonable cost, that its assets are safeguarded against loss from unauthorized use or disposition and that transactions are executed and recorded in accordance with established procedures. This system includes written policies, an organizational structure designed to ensure appropriate segregation of responsibilities, careful selection and training of qualified personnel and internal audits.

The Audit Committee of the Board of Directors of Dominion Energy, composed entirely of independent directors, meets periodically with the independent registered public accounting firm, the internal auditors and management to discuss auditing, internal

control, and financial reporting matters of Dominion Energy and to ensure that each is properly discharging its responsibilities. Both the independent registered public accounting firm and the internal auditors periodically meet alone with the Audit Committee and have free access to the Audit Committee at any time.

SEC rules implementing Section 404 of the Sarbanes-Oxley Act of 2002 require Dominion’s 2016Dominion Energy’s 2018 Annual Report to contain a management’s report and a report of the independent registered public accounting firm regarding the effectiveness of internal control. As a basis for the report, Dominion Energy tested and evaluated the design and operating effectiveness of internal controls. Based on its assessment as of December 31, 2016,2018, Dominion Energy makes the following assertions:

Management is responsible for establishing and maintaining effective internal control over financial reporting of Dominion.Dominion Energy.

There are inherent limitations in the effectiveness of any internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even effective internal controls can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control may vary over time.

Management evaluated Dominion’sDominion Energy’s internal control over financial reporting as of December 31, 2016.2018. This assessment was based on criteria for effective internal control over financial reporting described inInternal Control-Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management believes that Dominion Energy maintained effective internal control over financial reporting as of December 31, 2016.2018.

Dominion’sDominion Energy’s independent registered public accounting firm is engaged to express an opinion on Dominion’sDominion Energy’s internal control over financial reporting, as stated in their report which is included herein.

In September 2016, Dominion acquired Dominion Questar. Dominion excluded all of the acquired Dominion Questar’s business from the scope of management’s assessment of the effectiveness of Dominion’s internal control over financial reporting as of December 31, 2016. Dominion Questar constituted 3% of Dominion’s total revenues for 2016 and 6% of Dominion’s total assets as of December 31, 2016.

February 28, 20172019

 

 

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REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors and Shareholders of

Dominion Resources,Energy, Inc.

Richmond, VirginiaOpinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Dominion Resources,Energy, Inc. and subsidiaries (“Dominion”Dominion Energy”) as ofat December 31, 2016,2018, based on criteria established inInternal Control-IntegratedControl—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. As describedCommission (COSO). In our opinion, Dominion Energy maintained, in Management’s Annual Report on Internal Control over Financial Reporting, management excluded from its assessment theall material respects, effective internal control over financial reporting at December 31, 2018, based on criteria established inInternal Control—Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the acquired Dominion Questar businesses which were acquired on September 16, 2016 and who constitute 3%standards of total revenues and 6% of total assets ofthe Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statement amountsstatements at and for the year ended December 31, 2016. Accordingly,2018, of Dominion Energy and our audit did not include the internal control overreport dated February 28, 2019, expressed an unqualified opinion on those consolidated financial reporting of Questar businesses. Dominion’sstatements.

Basis for Opinion

Dominion Energy’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on Dominion’sDominion Energy’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to Dominion Energy in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately

and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of theits inherent limitations, of internal control over financial reporting including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be preventedprevent or detected on a timely basis.detect misstatements. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Dominion maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on the criteria established inInternal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2016 of Dominion and our report dated February 28, 2017 expressed an unqualified opinion on those financial statements.

/s/ Deloitte & Touche LLP

Richmond, Virginia

February 28, 20172019

 

 

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VIRGINIA POWER

Senior management, including Virginia Power’s CEO and CFO, evaluated the effectiveness of Virginia Power’s disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation process, Virginia Power’s CEO and CFO have concluded that Virginia Power’s disclosure controls and procedures are effective. There were no changes in Virginia Power’s internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, Virginia Power’s internal control over financial reporting.

 

 

MANAGEMENTS ANNUAL REPORTON INTERNAL CONTROL OVEROVER FINANCIAL REPORTING

Management of Virginia Power understands and accepts responsibility for Virginia Power’s financial statements and related disclosures and the effectiveness of internal control over financial reporting (internal control). Virginia Power continuously strives to identify opportunities to enhance the effectiveness and efficiency of internal control, just as it does throughout all aspects of its business.

Virginia Power maintains a system of internal control designed to provide reasonable assurance, at a reasonable cost, that its assets are safeguarded against loss from unauthorized use or disposition and that transactions are executed and recorded in accordance with established procedures. This system includes written policies, an organizational structure designed to ensure appropriate segregation of responsibilities, careful selection and training of qualified personnel and internal audits.

The Board of Directors also serves as Virginia Power’s Audit Committee and meets periodically with the independent registered public accounting firm, the internal auditors and management to discuss Virginia Power’s auditing, internal accounting control and financial reporting matters and to ensure that each is properly discharging its responsibilities.

SEC rules implementing Section 404 of the Sarbanes-Oxley Act require Virginia Power’s 20162018 Annual Report to contain a management’s report regarding the effectiveness of internal control. As a basis for the report, Virginia Power tested and evaluated the design and operating effectiveness of internal controls. Based on the assessment as of December 31, 2016,2018, Virginia Power makes the following assertions:

Management is responsible for establishing and maintaining effective internal control over financial reporting of Virginia Power.

There are inherent limitations in the effectiveness of any internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even effective internal controls can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control may vary over time.

Management evaluated Virginia Power’s internal control over financial reporting as of December 31, 2016.2018. This assessment was based on criteria for effective internal control over financial reporting described inInternal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of

the Treadway Commission. Based on this assessment, management believes that Virginia Power maintained effective internal control over financial reporting as of December 31, 2016.2018.

This annual report does not include an attestation report of Virginia Power’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report is not subject to attestation by Virginia Power’s independent registered public accounting firm pursuant to a permanent exemption under the Dodd-Frank Act.

February 28, 20172019

 

 

DOMINION ENERGY GAS

Senior management, including Dominion Energy Gas’ CEO and CFO, evaluated the effectiveness of Dominion Energy Gas’ disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation process, Dominion Energy Gas’ CEO and CFO have concluded that Dominion Energy Gas’ disclosure controls and procedures are effective. There were no changes in Dominion Energy Gas’ internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, Dominion Energy Gas’ internal control over financial reporting.

 

 

MANAGEMENTS ANNUAL REPORTON INTERNAL CONTROL OVEROVER FINANCIAL REPORTING

Management of Dominion Energy Gas understands and accepts responsibility for Dominion Energy Gas’ financial statements and related disclosures and the effectiveness of internal control over financial reporting (internal control). Dominion Energy Gas continuously strives to identify opportunities to enhance the effectiveness and efficiency of internal control, just as it does throughout all aspects of its business.

Dominion Energy Gas maintains a system of internal control designed to provide reasonable assurance, at a reasonable cost, that its assets are safeguarded against loss from unauthorized use or disposition and that transactions are executed and recorded in accordance with established procedures. This system includes written policies, an organizational structure designed to ensure appropriate segregation of responsibilities, careful selection and training of qualified personnel and internal audits.

The Board of Directors also serves as Dominion Energy Gas’ Audit Committee and meets periodically with the independent registered public accounting firm, the internal auditors and management to discuss Dominion Energy Gas’ auditing, internal accounting control and financial reporting matters and to ensure that each is properly discharging its responsibilities.

SEC rules implementing Section 404 of the Sarbanes-Oxley Act require Dominion Energy Gas’ 20162018 Annual Report to contain a management’s report regarding the effectiveness of internal control. As a basis for the report, Dominion Energy Gas tested and evaluated the design and operating effectiveness of internal controls. Based on the assessment as of December 31, 2016,2018, Dominion Energy Gas makes the following assertions:

Management is responsible for establishing and maintaining effective internal control over financial reporting of Dominion Energy Gas.

 

 

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There are inherent limitations in the effectiveness of any internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even effective internal controls can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control may vary over time.

Management evaluated Dominion Energy Gas’ internal control over financial reporting as of December 31, 2016.2018. This assessment was based on criteria for effective internal control over financial reporting described inInternal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management believes that Dominion Energy Gas maintained effective internal control over financial reporting as of December 31, 2016.2018.

This annual report does not include an attestation report of Dominion Energy Gas’ independent registered public accounting firm regarding internal control over financial reporting. Management’s report is not subject to attestation by Dominion Energy Gas’ independent registered public accounting firm pursuant to a permanent exemption under the Dodd-Frank Act.

February 28, 20172019

 

 

Item 9B. Other Information

None.

 

171195


 



 

Part III

Item 10. Directors, Executive Officers and Corporate Governance

DOMINION ENERGY

The following information for Dominion Energy is incorporated by reference from the Dominion 2017Energy 2019 Proxy Statement, which will be filed on or around March 20, 2017:22, 2019:

 

Information regarding the directors required by this item is found under the headingElection of Directors.

 

Information regarding compliance with Section 16 of the Securities Exchange Act of 1934, as amended, required by this item is found under the headingSection 16(a) Beneficial Ownership Reporting Compliance.

 

Information regarding the Dominion Energy Audit Committee Financial expert(s) required by this item is found under the headingBoardThe Committees of Directors Committees—the Board—Audit Committee.

 

Information regarding the Dominion Energy Audit Committee required by this item is found under the headingsBoardThe Committees of Directors Committees—the Board—Audit Committee andAudit Committee Report.

 

Information regarding Dominion’sDominion Energy’s Code of Ethics and Business Conduct required by this item is found under the headingCorporate GovernanceOther InformationCode of Ethics and Board MattersBusiness Conduct.

The information concerning the executive officers of Dominion Energy required by this item is included in Part I of this Form10-K under the captionExecutive Officers of Dominion Energy. Each executive officer of Dominion Energy is elected annually.

 

 

Item 11. Executive Compensation

DOMINION ENERGY

The following information about Dominion Energy is contained in the 20172019 Proxy Statement and is incorporated by reference: the information regarding executive compensation contained under the headingsCompensation Discussion and Analysis andExecutive Compensation Tables; the information regarding Compensation Committee interlocks contained under the headingCompensation Committee InterlocksandInsider Participation;The the information regarding the Compensation Committee review and discussions of Compensation Discussion and Analysis contained under the headingCompensation, Governance and Nominating Committee Report; and the information regarding director compensation contained under the heading Compensation ofNon-Employee Directors.

 

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

DOMINION ENERGY

The information concerning stock ownership by directors, executive officers and five percent beneficial owners contained under the headingSecurities Ownership in the 20172019 Proxy Statement is incorporated by reference.

The information regarding equity securities of Dominion Energy that are authorized for issuance under its equity compensation plans contained under the headingExecutive Compensation-EquityCompensation Tables-EquityCompensation Plans in the 20172019 Proxy Statement is incorporated by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

DOMINION ENERGY

The information regarding related party transactions required by this item found under the headingOther Information-Information—Certain Relationships and Related Party Transactions, and information regarding director independence found under the headingCorporate Governance and Board Matters-Independence of Directors,Governance—Director Independence, in the 20172019 Proxy Statement is incorporated by reference.

 

 

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Item 14. Principal Accountant Fees and Services

DOMINION ENERGY

The information concerning principal accountant fees and services contained under the headingAuditor Fees andPre-Approval Policy in the 20172019 Proxy Statement is incorporated by reference.

VIRGINIA POWERAND DOMINION ENERGY GAS

The following table presents fees paid to Deloitte & Touche LLP for services related to Virginia Power and Dominion Energy Gas for the fiscal years ended December 31, 20162018 and 2015.2017.

 

Type of Fees  2016   2015   2018   2017 
(millions)                

Virginia Power

        

Audit fees

  $1.82    $1.87    $1.68   $1.93 

Audit-related fees

                  

Tax fees

                  

All other fees

                  

Total Fees

  $1.82    $1.87    $1.68   $1.93 

Dominion Gas

    

Dominion Energy Gas

    

Audit fees

  $1.05    $1.06    $0.97   $1.09 

Audit-related fees

   0.16     0.19     0.26    0.24 

Tax fees

                  

All other fees

                  

Total Fees

  $1.21    $1.25    $1.23   $1.33 

Audit fees represent fees of Deloitte & Touche LLP for the audit of Virginia Power’sPower and Dominion Energy Gas’ annual consolidated financial statements, the review of financial statements included in Virginia Power’sPower and Dominion Energy Gas’ quarterly Form10-Q reports, and the services that an independent auditor would customarily provide in connection with subsidiary audits, statutory requirements, regulatory filings, and similar engagements for the fiscal year, such as comfort letters, attest services, consents, and assistance with review of documents filed with the SEC.

Audit-related fees consist of assurance and related services that are reasonably related to the performance of the audit or review of Virginia Power’sPower and Dominion Energy Gas’ consolidated financial statements or internal control over financial reporting. This category may include fees related to the performance of audits and attest services not required by statute or regulations, due diligence related to mergers, acquisitions, and investments, and accounting consultations about the application of GAAP to proposed transactions.

Virginia Power’sPower and Dominion Energy Gas’ Boards of Directors have adopted the Dominion Energy Audit Committeepre-approval policy for their independent auditor’s services and fees and have delegated the execution of this policy to the Dominion Energy Audit Committee. In accordance with this delegation, each year the Dominion Energy Audit Committeepre-approves a schedule that details the services to be provided for the following year and an estimated charge for such services. At its January 2017February 2019 meeting, the Dominion Energy Audit Committee approved Virginia Power’s and Dominion Gas’ schedules of services and fees for 2017.2019 inclusive of Virginia Power and Dominion Energy Gas. In accordance with thepre-approval policy, any changes to thepre-approved schedule may bepre-approved by the Dominion Energy Audit Committee or a delegated member of the Dominion Energy Audit Committee.

 

 

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Part IV

Item 15. Exhibits and Financial Statement Schedules

 

 

(a) Certain documents are filed as part of this Form10-K and are incorporated by reference and found on the pages noted.

1. Financial Statements

See Index on page 60.69.

2. All schedules are omitted because they are not applicable, or the required information is either not material or is shown in the financial statements or the related notes.

3. Exhibits (incorporated by reference unless otherwise noted)

 

Exhibit


Number

  

Description

  Dominion
Energy
  Virginia
Power
 Dominion
Energy
Gas
2.1Agreement and Plan of Merger by and among Dominion Energy, Inc., Sedona Corp. and SCANA Corporation, dated as of January  2, 2018 (Exhibit 2.1, Form8-K filed January 5, 2018, FileNo. 1-8489).X
3.1.a  Dominion Resources,Energy, Inc. Articles of Incorporation as amended and restated, effective May 20, 201010, 2017 (Exhibit 3.1, Form8-K filed May 20, 2010,10, 2017, FileNo. 1-8489)No.1-8489). X   
3.1.b  Virginia Electric and Power Company Amended and Restated Articles of Incorporation, as in effect on October  30, 2014 (Exhibit 3.1.b, Form10-Q filed November 3, 2014, FileNo. 1-2255).   X 
3.1.c  Articles of Organization of Dominion Energy Gas Holdings, LLC (Exhibit 3.1, FormS-4 filed April 4, 2014, FileNo. 333-195066).     X
3.1.dArticles of Amendment to the Articles of Organization of Dominion Energy Gas Holdings, LLC (Exhibit 3.1, Form8-K filed May 16, 2017, FileNo. 1-37591).X
3.2.a  Dominion Resources,Energy, Inc. Amended and Restated Bylaws, effective December 17, 2015May  10, 2017 (Exhibit 3.1,3.2, Form8-K filed December 17, 2015,May 10, 2017, FileNo. 1-8489). X   
3.2.b  Virginia Electric and Power Company Amended and Restated Bylaws, effective June  1, 2009 (Exhibit 3.1, Form8-K filed June 3, 2009, FileNo. 1-2255).   X 
3.2.c  Operating Agreement of Dominion Energy Gas Holdings, LLC dated as of SeptemberMay  12, 20132017 (Exhibit 3.2, FormS-48-K filed April 4, 2014,May 16, 2017, FileNo. 333-195066)001-37591).     X
4  Dominion Resources,Energy, Inc., Virginia Electric and Power Company and Dominion Energy Gas Holdings, LLC agree to furnish to the Securities and Exchange Commission upon request any other instrument with respect to long-term debt as to which the total amount of securities authorized does not exceed 10% of any of their total consolidated assets.  X X X
4.1.a  See Exhibit 3.1.a above. X   
4.1.b  See Exhibit 3.1.b above.   X 
4.2  Indenture of Mortgage of Virginia Electric and Power Company, dated November 1, 1935, as supplemented and modified by Fifty-Eighth Supplemental Indenture (Exhibit 4(ii), Form10-K for the fiscal year ended December 31, 1985, FileNo.  1-2255);Ninety-Second Supplemental Indenture, dated as of July  1, 2012 (Exhibit 4.1, Form10-Q for the quarter ended June 30, 2012 filed August 1, 2012, FileNo. 1-2255). X X 
4.3  Form of Senior Indenture, dated June  1, 1998, between Virginia Electric and Power Company and The Bank of New York Mellon (as successor trustee to JP Morgan Chase Bank (formerly The Chase Manhattan Bank)), as Trustee (Exhibit 4(iii), FormS-3 Registration Statement filed February 27, 1998, FileNo.  333-47119); Form of Twelfth Supplemental Indenture, dated January 1, 2006 (Exhibit 4.2, Form8-K filed January 12, 2006, FileNo. 1-2255);Form of Thirteenth Supplemental Indenture, dated as of January  1, 2006 (Exhibit 4.3, Form8-K filed January 12, 2006, FileNo.  1-2255);Form of Fourteenth Supplemental Indenture, dated May 1, 2007 (Exhibit 4.2, Form8-K filed May  16, 2007, FileNo. 1-2255);Form of Fifteenth Supplemental Indenture, dated September  1, 2007 (Exhibit 4.2, Form8-K filed September 10, 2007, FileNo.  1-2255);Form of Seventeenth Supplemental Indenture, dated November  1, 2007 (Exhibit 4.3, Form8-K filed November 30, 2007, FileNo.  1-2255);Form of Eighteenth Supplemental Indenture, dated April  1, 2008 (Exhibit 4.2, Form8-K filed April 15, 2008, FileNo.  1-2255);Form of Nineteenth Supplemental and Amending Indenture, dated November  1, 2008 (Exhibit 4.2, Form8-K filedXX

198


Exhibit
Number

Description

Dominion
Energy
Virginia
Power
Dominion
Energy
Gas
November 5, 2008, FileNo.  1-2255);Form of Twentieth Supplemental Indenture, dated June 1, 2009 (Exhibit 4.3, Form8-K filed June  24, 2009, FileNo. 1-2255);Form of Twenty-FirstTwenty- First Supplemental Indenture, dated August  1, 2010 (Exhibit 4.3, Form8-K filed September 1, 2010, FileNo.  1-2255);Twenty-Second Supplemental Indenture, dated as of January  1, 2012 (Exhibit 4.3, Form8-K filed January 12, 2012, FileXX

174



Exhibit

Number

Description

DominionVirginia
Power
Dominion
Gas
No.  1-2255);Twenty-Third Supplemental Indenture, dated as of January  1, 2013 (Exhibit 4.3, Form8-K filed January 8, 2013, FileNo.  1-2255);Twenty-Fourth Supplemental Indenture, dated as of January  1, 2013 (Exhibit 4.4, Form8-K filed January 8, 2013, FileNo.  1-2255);Twenty-Fifth Supplemental Indenture, dated as of March  1, 2013 (Exhibit 4.3, Form8-K filed March 14, 2013, FileNo.  1-2255);Twenty-Sixth Supplemental Indenture, dated as of August  1, 2013 (Exhibit 4.3, Form8-K filed August 15, 2013, FileNo.  1-2255);Twenty-Seventh Supplemental Indenture, dated February  1, 2014 (Exhibit 4.3, Form8-K filed February 7, 2014, FileNo.  1-2255);Twenty-Eighth Supplemental Indenture, dated February  1, 2014 (Exhibit 4.4, Form8-K filed February 7, 2014, FileNo.  1-2255);Twenty-Ninth Supplemental Indenture, dated May 1, 2015 (Exhibit 4.3, Form8-K filed May  13, 2015, FileNo. 1-02255);Thirtieth Supplemental Indenture, dated May 1, 2015 (Exhibit 4.4, Form8-K filed May 13, 2015, FileNo.  1-02255);Thirty-First Supplemental Indenture, dated January  1, 2016 (Exhibit 4.3, Form8-K filed January 14, 2016, FileNo.  000-55337);Thirty-Second Supplemental Indenture, dated November  1, 2016 (Exhibit 4.3, Form8-K filed November 16, 2016, FileNo.  000-55337);Thirty-Third Supplemental Indenture, dated November  1, 2016 (Exhibit 4.4, Form8-K filed November 16, 2016, FileNo.  000-55337);Thirty-Fourth Supplemental Indenture, dated March  1, 2017 (Exhibit 4.3, Form8-K filed March 16, 2017; Fil eNo. 000-55337).      
4.4  Senior Indenture, dated as of September  1, 2017, between Virginia Electric and Power Company and U.S. Bank National Association, as Trustee (Exhibit 4.1, Form8-K filed September  13, 2017, File No.000-55337);First Supplemental Indenture, dated as of September  1, 2017 (Exhibit 4.2, Form8-K filed September  13, 2017, File No.000-55337);Second Supplemental Indenture, dated as of March 1, 2018 (Exhibit 4.2, Form8-K filed March 22, 2018, FileNo.  000-55337);Third Supplemental Indenture, dated as of November  1, 2018 (Exhibit 4.2, Form8-K filed November 28, 2018, FileNo. 000-55337).XX
4.5Indenture, Junior Subordinated Debentures, dated December  1, 1997, between Dominion Resources, Inc. and The Bank of New York Mellon (as successor trustee to JP Morgan Chase Bank (formerly The Chase Manhattan Bank)) as supplemented by a Form of Second Supplemental Indenture, dated January  1, 2001 (Exhibit 4.6, Form8-K filed January 12, 2001, FileNo. 1-8489). X    
4.54.6  Indenture, dated April  1, 1995, between Consolidated Natural Gas Company and The Bank of New York Mellon (as successor trustee to United States Trust Company of New York) (Exhibit (4), Certificate of Notification No. 1 filed April 19, 1995, FileNo. 70-8107);Securities Resolution No. 2 effective as of October 16, 1996 (Exhibit 2, Form8-A filed October 18, 1996, FileNo. 1-3196 and relating to the 6 7/8% Debentures Due October  15, 2026);Securities Resolution No. 4 effective as of December 9, 1997 (Exhibit 2, Form8-A filed December  12, 1997, FileNo. 1-3196 and relating to the 6.80% Debentures Due December 15, 2027).  X    
4.64.7  Form of Senior Indenture, dated June  1, 2000, between Dominion Resources, Inc. and The Bank of New York Mellon (as successor trustee to JP Morgan Chase Bank (formerly The Chase Manhattan Bank)), as Trustee (Exhibit 4(iii), FormS-3 Registration Statement filed December 21, 1999, FileNo. 333-93187);Form of Sixteenth Supplemental Indenture, dated December  1, 2002 (Exhibit 4.3, Form8-K filed December 13, 2002, FileNo.  1-8489);Form of Twenty-First Supplemental Indenture, dated March  1, 2003 (Exhibits 4.3, Form8-K filed March 4, 2003, FileNo.  1-8489);Form of Twenty-Second Supplemental Indenture, dated July  1, 2003 (Exhibit 4.2, Form8-K filed July 22, 2003, FileNo.  1-8489);Form of Twenty-Ninth Supplemental Indenture, dated June  1, 2005 (Exhibit 4.3, Form8-K filed June 17, 2005, FileNo.  1-8489); FormsForm of Thirty-Fifth andSupplemental Indenture, dated June  1, 2008 (Exhibit 4.2, Form8-K filed June 16, 2008, FileNo.  1-8489);Form of Thirty-Sixth Supplemental Indentures, dated June  1, 2008 (Exhibits 4.2 and(Exhibit 4.3, Form8-K filed June 16, 2008, FileNo.  1-8489);Form of Thirty-Ninth Supplemental Indenture, dated August 1, 2009 (Exhibit 4.3, Form8-KX

199


Exhibit
Number

Description

Dominion
Energy
Virginia
Power
Dominion
Energy
Gas
filed August 12, 2009, FileNo.  1-8489);Forty-First Supplemental Indenture, dated March 1, 2011 (Exhibit 4.3, Form8-K, filed March  7, 2011, FileNo. 1-8489);Forty-Third Supplemental Indenture, dated August 1, 2011 (Exhibit 4.3,Form 8-K, filed August 5, 2011, FileNo.  1-8489); Forty-Fourth Supplemental Indenture, dated August 1, 2011 (Exhibit 4.3, Form8-K, filed August 15, 2011, FileNo. 1-8489);Forty-Fifth Supplemental Indenture, dated September  1, 2012 (Exhibit 4.3, Form8-K, filed September 13, 2012, FileNo.  1-8489);Forty-Sixth Supplemental Indenture, dated September  1, 2012 (Exhibit 4.4, Form8-K, filed September 13, 2012, FileNo.  1-8489);Forty-Seventh Supplemental Indenture, dated September  1, 2012 (Exhibit 4.5, Form8-K, filed September 13, 2012, FileNo.  1-8489);Forty-Eighth Supplemental Indenture, dated March  1, 2014 (Exhibit 4.3, Form8-K, filed March 24, 2014, FileNo.  1-8489);Forty-Ninth Supplemental Indenture, dated November  1, 2014 (Exhibit 4.3, Form8-K, filed November 25, 2014, FileNo.  1-8489);Fiftieth Supplemental Indenture, dated November  1, 2014 (Exhibit 4.4, Form8-K, filed November 25, 2014, FileNo.  1-8489);Fifty-First Supplemental Indenture, dated November  1, 2014 (Exhibit 4.5, Form8-K, filed November 25, 2014, FileNo. 1-8489).  X    

4.8  175



Exhibit

Number

Description

DominionVirginia
Power
Dominion
Gas
4.7Indenture, dated as of June  1, 2015, between Dominion Resources, Inc. and Deutsche Bank Trust Company Americas, as Trustee (Exhibit 4.1, Form8-K filed June 15, 2015, FileNo. 1-8489);First Supplemental Indenture, dated as of June 1, 2015 (Exhibit 4.2, Form8-K filed June 15, 2015, FileNo. 1-8489);Second Supplemental Indenture, dated as of September 1, 2015 (Exhibit 4.2, Form8-K filed September 24, 2015, FileNo.  1-8489);Third Supplemental Indenture, dated as of February  1, 2016 (Exhibit 4.7, Form10-K for the fiscal year ended December 31, 2015 filed February 26, 2016, FileNo.  1-8489);Fourth Supplemental Indenture, dated as of August  1, 2016 (Exhibit 4.2, Form8-K filed August 9, 2016, FileNo.  1-8489);Fifth Supplemental Indenture, dated as of August  1, 2016 (Exhibit 4.3, Form8-K filed August 9, 2016, FileNo.  1-8489);Sixth Supplemental Indenture, dated as of August  1, 2016 (Exhibit 4.4, Form8-K filed August 9, 2016, FileNo.  1-8489);Seventh Supplemental Indenture, dated as of September  1, 2016 (Exhibit 4.1, Form10-Q filed November 9, 2016, FileNo.  1-8489);Eighth Supplemental Indenture, dated as of December  1, 2016 (filed herewith)(Exhibit 4.7, Form10-K for the fiscal year ended December 31, 2016 filed February 28, 2017, FileNo.  1-8489);Ninth Supplemental Indenture, dated as of January  1, 2017 (Exhibit 4.2, Form8-K filed January 12, 2017, FileNo.  1-8489);Tenth Supplemental Indenture, dated as of January  1, 2017 (Exhibit 4.3, Form8-K filed January 12, 2017, FileNo.  1-8489);Eleventh Supplemental Indenture, dated as of March  1, 2017 (Exhibit 4.3, Form10-Q filed May 4, 2017, FileNo.  1-8489);Twelfth Supplemental Indenture, dated as of June  1, 2017 (Exhibit 4.2, Form10-Q filed August 3, 2017, FileNo.  1-8489);Thirteenth Supplemental Indenture, dated December  1, 2017 (Exhibit 4.8, Form10-K for the fiscal year ended December 31, 2017 filed February 27, 2018, FileNo.  1-8489);Fourteenth Supplemental Indenture, dated May 1, 2018 (Exhibit 4.2, Form10-Q filed August  2, 2018, FileNo. 1-8489);Fifteenth Supplemental Indenture, dated June 1, 2018 (Exhibit 4.2, Form8-K, filed June 5, 2018, FileNo. 1-8489). X   
4.84.9  Junior Subordinated Indenture II, dated June  1, 2006, between Dominion Resources, Inc. and The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A.), as Trustee (Exhibit 4.1, Form10-Q for the quarter ended June 30, 2006 filed August  3, 2006, FileNo. 1-8489);First Supplemental Indenture dated as of June 1, 2006 (Exhibit 4.2, Form10-Q for the quarter ended June 30, 2006 filed August 3, 2006, FileNo.  1-8489);Second Supplemental Indenture, dated as of September  1, 2006 (Exhibit 4.2, Form10-Q for the quarter ended September 30, 2006 filed November 1, 2006, FileNo.  1-8489); FourthThird Supplemental and Amending Indenture, dated as of June  1, 20132009 (Exhibit 4.3,4.2, Form8-K filed June 7, 2013,15, 2009, FileNo.  1-8489); Fifth Supplemental Indenture, dated as of June 1, 2013 (Exhibit 4.4, Form8-K filed June 7, 2013, FileNo. 1-8489);Sixth Supplemental Indenture, dated as of June 1, 2014 (Exhibit 4.3, Form8-K filed July  1, 2014, FileNo. 1-8489);Seventh Supplemental Indenture, dated as of September  1, 2014 (Exhibit 4.3, Form8-K filed October 3, 2013, FileNo.  1-8489);Eighth Supplemental Indenture, dated March 7, 2016 (Exhibit 4.4, Form8-K filed March  7, 2016, FileNo. 1-8489);Ninth Supplemental Indenture, dated May 26, 2016 (Exhibit 4.4, Form8-K filed May 26, 2016, FileNo.  1-8489);Tenth Supplemental Indenture, dated July 1, 2016 (Exhibit 4.3, Form8-K filed July  19, 2016, FileNo. 1-8489);Eleventh Supplemental Indenture, dated August 1, 2016 (Exhibit 4.3, Form8-K filed August 15, 2016, FileNo.  1-8489);Twelfth Supplemental Indenture, dated August 1, 2016 (Exhibit 4.4, Form8-K filed August  15, 2016, FileNo. 1-8489);Thirteenth Supplemental Indenture, dated May 18, 2017 (Exhibit 4.4, Form8-K filed May 18, 2017, FileNo. 1-8489). X   

200


Exhibit
Number

Description

Dominion
Energy
Virginia
Power
Dominion
Energy
Gas
4.94.10  Replacement Capital Covenant entered into by Dominion Resources, Inc. dated June 23, 2006 (Exhibit 4.3, Form10-Q for the quarter ended June 30, 2006 filed August 3, 2006, FileNo.  1-8489), as amended byAmendment No. 1 to Replacement Capital Covenant dated September 26, 2011 (Exhibit 4.2, Form10-Q for the quarter ended September 30, 2011 filed October 28, 2011, FileNo. 1-8489). X   
4.104.11  Replacement Capital Covenant entered into by Dominion Resources, Inc. dated September 29, 2006 (Exhibit 4.3, Form10-Q for the quarter ended September 30, 2006 filed November 1, 2006, FileNo.  1-8489), as amended byAmendment No. 1 to Replacement Capital Covenant dated September 26, 2011 (Exhibit 4.3, Form10-Q for the quarter ended September 30, 2011 filed October 28, 2011, FileNo. 1-8489). X   
4.11Series A Purchase Contract and Pledge Agreement, dated as of June 7, 2013, between Dominion Resources, Inc. and Deutsche Bank Trust Company Americas, as Purchase Contract Agent, Collateral Agent, Custodial Agent and Securities Intermediary (Exhibit 4.7, Form8-K filed June 7, 2013, FileNo. 1-8489).X
4.12  Series B Purchase Contract and Pledge Agreement, dated as of June 7, 2013, between Dominion Resources, Inc. and Deutsche Bank Trust Company Americas, as Purchase Contract Agent, Collateral Agent, Custodial Agent and Securities Intermediary (Exhibit 4.8, Form8-K filed June 7, 2013, FileNo. 1-8489).X
4.132014 Series A Purchase Contract and Pledge Agreement, dated as of July 1, 2014, between Dominion Resources, Inc. and Deutsche Bank Trust Company Americas, as Purchase Contract Agent, Collateral Agent, Custodial Agent and Securities Intermediary (Exhibit 4.5, Form8-K filed July 1, 2014, FileNo. 1-8489).X

176



Exhibit

Number

Description

DominionVirginia
Power
Dominion
Gas
4.142016 Series A Purchase Contract and Pledge Agreement, dated August  15, 2016, between the CompanyDominion Resources, Inc. and Deutsche Bank Trust Company Americas, as Purchase Contract Agent, Collateral Agent, Custodial Agent and Securities Intermediary (Exhibit 4.7, Form8-K filed August 15, 2016, FileNo. 1-8489). X    
4.154.13  Indenture, dated as of October  1, 2013, between Dominion Gas Holdings, LLC and Deutsche Bank Trust Company Americas, as Trustee (Exhibit 4.1, FormS-4 filed April 4, 2014, FileNo.  333-195066); First Supplemental Indenture, dated as of October 1, 2013 (Exhibit 4.2, FormS-4 filed April 4, 2014, FileNo. 333-195066);Second Supplemental Indenture, dated as of October  1, 2013 (Exhibit 4.3, FormS-4 filed April 4, 2014, FileNo.  333-195066);Third Supplemental Indenture, dated as of October  1, 2013 (Exhibit 4.4, FormS-4 filed April 4, 2014, FileNo.  333-195066);Fourth Supplemental Indenture, dated as of December  1, 2014 (Exhibit 4.2, Form8-K filed December 8, 2014, FileNo.  333-195066);Fifth Supplemental Indenture, dated as of December  1, 2014 (Exhibit 4.3, Form8-K filed December 8, 2014, FileNo.  333-195066);Sixth Supplemental Indenture, dated as of December  1, 2014 (Exhibit 4.4, Form8-K filed December 8, 2014, FileNo.  333-195066);Seventh Supplemental Indenture, dated as of November  1, 2015 (Exhibit 4.2, Form8-K filed November 17, 2015, FileNo.  001-37591);Eighth Supplemental Indenture, dated as of May  1, 2016 (Exhibit 4.1.a, Form10-Q filed August 3, 2016, FileNo.  1-37591);Ninth Supplemental Indenture, dated as of June  1, 2016 (Exhibit 4.1.b, Form10-Q filed August 3, 2016, FileNo.  1-37591);Tenth Supplemental Indenture, dated as of June  1, 2016 (Exhibit 4.1.c, Form10-Q filed August 3, 2016, FileNo.  1-37591);Eleventh Supplemental Indenture, dated June 1, 2018 (Exhibit 4.2, Form8-K filed June  19, 2018, FileNo. 1-37591). X     X 
10.1  $5,000,000,000 Second6,000,000,000 Third Amended and Restated Revolving Credit Agreement, dated November 10, 2016,as of March  20, 2018, among Dominion Resources,Energy, Inc., Virginia Electric and Power Company, Dominion Energy Gas Holdings, LLC, Questar Gas Company, JPMorgan Chase Bank, N.A., as Administrative Agent, Mizuho Bank, Ltd., Bank of America, N.A., BarclaysThe Bank PLCof Nova Scotia and Wells Fargo Bank, N.A., as Syndication Agents, and other lenders named therein (Exhibit 10.1, Form8-K filed November 11, 2016,March 26, 2018, FileNo. 1-8489)001-08489). X   X    X 
10.2  $500,000,000 Second Amended and Restated Revolving950 million364-Day Term Loan Credit Agreement, dated November 10, 2016,February  9, 2018, by and among Dominion Resources,Energy, Inc., Virginia Electric and Power Company, Dominion Gas Holdings, LLC, Questar Gas Company, KeyBank National Association,The Bank of Nova Scotia, as Administrative Agent, U.S.The Bank National Association,of Nova Scotia, as Syndication Agent,Lead Arranger and Bookrunner, and other lenders named therein (Exhibit 10.2,10.1, Form8-K filed November 11, 2016,February 15, 2018, FileNo. 1-8489)001-08489).X   X   X  
10.3  Confirmation of Forward Sale Transaction, dated March  27, 2018, between the Company and Credit Suisse Capital, LLC, with Credit Suisse Securities (USA) LLC acting as agent for Credit Suisse Capital LLC (Exhibit 10.1, Form8-K filed April 2, 2018, FileNo. 001-08489).X
10.4Confirmation of Forward Sale Transaction, dated March  27, 2018, between the Company and Credit Suisse Capital, LLC, with Credit Suisse Securities (USA) LLC acting as agent for Goldman Sachs & Co. LLC (Exhibit 10.2, Form8-K filed April 2, 2018, FileNo. 001-08489).X
10.5$500,000,000364-Day Term Loan Credit Agreement, dated June  14, 2018, by and among Dominion Energy, Inc., Toronto Dominion (Texas) LLC, as Administrative Agent, TD Securities (USA) LLC, as Lead Arranger and Bookrunner, and other lenders named therein (Exhibit 10.1, Form8-K filed June 15, 2018, FileNo. 001-08489).X

201


Exhibit
Number

Description

Dominion
Energy
Virginia
Power
Dominion
Energy
Gas
10.6DRS Services Agreement, dated January  1, 2003, between Dominion Resources, Inc. and Dominion Resources Services, Inc. (Exhibit 10.1, Form10-K for the fiscal year ended December 31, 2011 filed February 28, 2012, FileNo. 1-8489). X    
10.410.7  DRS Services Agreement, dated January  1, 2012, between Dominion Resources Services, Inc. and Virginia Electric and Power Company (Exhibit 10.2, Form10-K for the fiscal year ended December 31, 2011 filed February 28, 2012, FileNo. 1-8489 and FileNo. 1-2255).     X   
10.510.8  DRS Services Agreement, dated September  12, 2013, between Dominion Gas Holdings, LLC and Dominion Resources Services, Inc. (Exhibit 10.3, FormS-4 filed April 4, 2014, FileNo. 333-195066).       X 
10.610.9  DRS Services Agreement, dated January  1, 2003, between Dominion Transmission, Inc. and Dominion Resources Services, Inc. (Exhibit 10.4, FormS-4 filed April 4, 2014, FileNo. 333-195066).       X 
10.710.10  DRS Services Agreement, dated January  1, 2003, between The East Ohio Company and Dominion Resources Services, Inc. (Exhibit 10.5, FormS-4 filed April 4, 2014, FileNo. 333-195066).       X 
10.810.11  DRS Services Agreement, dated January  1, 2003, between Dominion Iroquois, Inc. and Dominion Resources Services, Inc. (Exhibit 10.6, FormS-4 filed April 4, 2014, FileNo. 333-195066).       X 
10.910.12  Agreement between PJM Interconnection, L.L.C. and Virginia Electric and Power Company (Exhibit 10.1, Form8-K filed April 26, 2005, FileNo. 1-2255 and FileNo. 1-8489). X   X   

10.13  177



Exhibit

Number

Description

DominionVirginia
Power
Dominion
Gas
10.10Form of Settlement Agreement in the form of a proposed Consent Decree among the United States of America, on behalf of the United States Environmental Protection Agency, the State of New York, the State of New Jersey, the State of Connecticut, the Commonwealth of Virginia and the State of West Virginia and Virginia Electric and Power Company (Exhibit 10, Form10-Q for the quarter ended March 31, 2003 filed May 9, 2003, FileNo. 1-8489 and FileNo. 1-2255). X X 
10.11*10.14  Dominion Resources, Inc. Executive Supplemental Retirement Plan, as amended and restated effective December 17, 2004 (Exhibit 10.5, Form8-K filed December 23, 2004, FileNo.  1-8489), as amended September  26, 2014 (Exhibit 10.1, Form10-Q for the fiscal quarter ended September 30, 2014 filed November 3, 2014). X X X
10.12*10.15*  Form of Employment Continuity Agreement for certain officers of Dominion Resources, Inc. and Virginia Electric and Power Company, amended and restated July 15, 2003 (Exhibit 10.1, Form10-Q for the quarter ended June 30, 2003 filed August 11, 2003, FileNo. 1-8489 and FileNo. 1-2255), as amendedMarch  31, 2006 (Exhibit 10.1, Form8-K filed April 4, 2006, FileNo. 1-8489). X X X
10.13*10.16*  Form of Employment Continuity Agreement for certain officers of Dominion Resources, Inc. and Virginia Electric and Power Company dated January 24, 2013 (effective for certain officers elected subsequent to February 1, 2013) (Exhibit 10.9, Form10-K for the fiscal year ended December 31, 2013 filed February 27,28, 2014, FileNo. 1-8489 and FileNo. 1-2255). X X X
10.14*10.17*  Dominion Resources, Inc. Retirement Benefit Restoration Plan, as amended and restated effective December 17, 2004 (Exhibit 10.6, Form8-K filed December 23, 2004, FileNo.  1-8489), as amendedSeptember  26, 2014 (Exhibit 10.2, Form10-Q for the fiscal quarter ended September 30, 2014 filed November 3, 2014). X X X
10.15*10.18*  Dominion Resources, Inc. Executives’ Deferred Compensation Plan, amended and restated effective December 31, 2004 (Exhibit 10.7, Form8-K filed December 23, 2004, FileNo. 1-8489). X X X
10.16*10.19*  Dominion Resources, Inc. New Executive Supplemental Retirement Plan, as amended and restated effective July  1, 2013 (Exhibit 10.2, Form10-Q for the quarter ended June 30, 2013 filed August 6, 2013 FileNo.  1-8489), as amendedSeptember  26, 2014 (Exhibit 10.3, Form10-Q for the fiscal quarter ended September 30, 2014 filed November 3, 2014). X X X

202


Exhibit
Number

Description

Dominion
Energy
Virginia
Power
Dominion
Energy
Gas
10.17*10.20*  Dominion Resources, Inc. New Retirement Benefit Restoration Plan, as amended and restated effective January 1, 2009 (Exhibit 10.17, Form10-K for the fiscal year ended December 31, 2008 filed February 26, 2009, FileNo.  1-8489 andExhibit 10.20, Form10-K for the fiscal year ended December 31, 2008 filed February  26, 2009, FileNo. 1-2255), as amendedSeptember 26, 2014 (Exhibit 10.4, Form10-Q for the fiscal quarter ended September 30, 2014 filed November 3, 2014). X X X
10.18*10.21*  Dominion Resources, Inc. Stock Accumulation Plan for Outside Directors, amended as of February 27, 2004 (Exhibit 10.15, Form10-K for the fiscal year ended December 31, 2003 filed March 1, 2004, FileNo.  1-8489) as amended effectiveDecember 31, 2004 (Exhibit 10.1, Form8-K filed December 23, 2004, FileNo. 1-8489). X   
10.19*10.22*  Dominion Resources, Inc. Directors Stock Compensation Plan, as amended February  27, 2004 (Exhibit 10.16, Form10-K for the fiscal year ended December 31, 2003 filed March 1, 2004, FileNo.  1-8489) as amended effectiveDecember 31, 2004 (Exhibit 10.2, Form8-K filed December 23, 2004, FileNo. 1-8489). X   
10.20*10.23*  Dominion Resources, Inc.Non-Employee Directors’ Compensation Plan, effective January  1, 2005, as amended and restated effective December 17, 2009 (Exhibit 10.18, Form10-K filed for the fiscal year ended December 31, 2009 filed February 26, 2010, FileNo. 1-8489). X   
10.21*10.24*  Dominion Resources, Inc. Executive Stock Purchase Tool Kit, effective September 1, 2001, amended and restated May  7, 2014 (Exhibit 10.4, Form10-Q for the fiscal quarter ended June 30, 2014 filed July 30, 2014, FileNo.  1-8489 and FileNo. 1-2250). X X X

178    



Exhibit

Number

X
 

Description

DominionVirginia
Power
Dominion
Gas
10.22*10.25*  Dominion Resources, Inc. Security Option Plan, effective January 1, 2003, amended December 31, 2004 and restated effective January 1, 2005 (Exhibit 10.13, Form8-K filed December 23, 2004, FileNo. 1-8489).XXX
10.23*Letter agreement between Dominion Resources, Inc. and Thomas F. Farrell, II, dated February 27, 2003 (Exhibit 10.24, Form10-K for the fiscal year ended December 31, 2002 filed March 20, 2003, FileNo.  1-8489), as amendedDecember 16, 2005 (Exhibit 10.1, Form8-K filed December 16, 2005, FileNo. 1-8489). X X X
10.24*10.26*  Employment agreement dated February 13, 2007 between Dominion Resources Services, Inc. and Mark F.  McGettrick (Exhibit 10.34, Form10-K for the fiscal year ended December 31, 2006 filed February 28, 2007, FileNo. 1-8489). X X X
10.25*10.27*  Supplemental Retirement Agreement dated October 22, 2003 between Dominion Resources, Inc. and Paul D. Koonce (Exhibit 10.18, Form10-K for the fiscal year ended December 31, 2003 filed March 1, 2004, FileNo. 1-2255). X X X
10.26*10.28*  Supplemental Retirement Agreement dated December 12, 2000, between Dominion Resources, Inc. and David A. Christian (Exhibit 10.25, Form10-K for the fiscal year ended December 31, 2001 filed March 11, 2002, FileNo. 1-2255).XXX
10.27*Form of Advancement of Expenses for certain directors and officers of Dominion Resources, Inc., approved by the Dominion Resources, Inc. Board of Directors on October 24, 2008 (Exhibit 10.2, Form10-Q for the quarter ended September 30, 2008 filed October 30, 2008, FileNo.  1-8489 andExhibit 10.3, Form10-Q for the quarter ended September 30, 2008 filed October  30, 2008, FileNo. 1-2255). X XX
10.28*Dominion Resources, Inc. 2005 Incentive Compensation Plan, originally effective May 1, 2005, as amended and restated effective December 20, 2011 (Exhibit 10.32, Form10-K for the fiscal year ended December 31, 2011 filed February 28, 2012, FileNo. 1-8489 and FileNo. 1-2255). X X X
10.29*  Supplemental Retirement Agreement with Mark F. McGettrick effective May  19, 2010 (Exhibit 10.1, Form8-K filed May 20, 2010, FileNo. 1-8489). X X X
10.30*  Form of Restricted Stock Award Agreement for Mark F. McGettrick, Paul D. Koonce and David A. Christian approved December 17, 2012 (Exhibit 10.1, Form8-K filed December 21, 2012, FileNo. 1-8489).XXX
10.31*Form of Restricted Stock Award Agreement under the 2012 Long-Term Incentive Program approved January 19, 2012 (Exhibit 10.2, Form8-K filed January 20, 2012, FileNo. 1-8489).XXX
10.32*2013 Performance Grant Plan under the 2013 Long-Term Incentive Program approved January 24, 2013 (Exhibit 10.1, Form8-K filed January 25, 2013, FileNo. 1-8489).XXX
10.33*Form of Restricted Stock Award Agreement under the 2013 Long-Term Incentive Program approved January 24, 2013 (Exhibit 10.2, Form8-K filed January 25, 2013, FileNo. 1-8489). X X X
10.34*10.31*  Restricted Stock Award Agreement for Thomas F. Farrell II, dated December 17, 2010 (Exhibit 10.1, Form8-K filed December 17, 2010, FileNo. 1-8489).XXX
10.35*2014 Performance Grant Plan under the 2014 Long-Term Incentive Program approved January 16, 2014 (Exhibit 10.40, Form10-K for the fiscal year ended December 31, 2013 filed February 28, 2014, FileNo. 1-8489).XXX
10.36*Form of Restricted Stock Award Agreement under the 2014 Long-Term Incentive Program approved January 16, 2014 (Exhibit 10.41, Form10-K for the fiscal year ended December 31, 2013 filed February 28, 2014, FileNo. 1-8489). X X X
10.37*10.32*  Form of Special Performance Grant for Thomas F. Farrell II and Mark F. McGettrick approved January 16, 2014 (Exhibit 10.42, Form10-K for the fiscal year ended December 31, 2013 filed February 28, 2014, FileNo. 1-8489).XXX
10.38*Dominion Resources, Inc. 2014 Incentive Compensation Plan, effective May 7, 2014 (Exhibit 10.1, Form8-K filed May 7, 2014, FileNo. 1-8489). X X X

    179



Exhibit

Number

X
 

Description

DominionVirginia
Power
Dominion
Gas
10.3910.33  Registration Rights Agreement, dated as of October  22, 2013, by and among Dominion Gas Holdings, LLC and RBC Capital Markets, LLC, RBS Securities Inc. and Scotia Capital (USA) Inc., as the initial purchasers of the Notes (Exhibit 10.1, FormS-4 filed April  4, 2014, FileNo. 333-195066).     X
10.4010.34  Inter-Company Credit Agreement, dated October  17, 2013, between Dominion Resources, Inc. and Dominion Gas Holdings, LLC (Exhibit 10.2, FormS-4 filed April 4, 2014, FileNo. 333-195066). X  X

203


Exhibit
Number

Description

Dominion
Energy
Virginia
Power
Dominion
Energy
Gas
10.41*10.35*  2015 Performance Grant Plan under 2015 Long-Term Incentive Program approved January 22, 2015 (Exhibit 10.42, Form10-K for the fiscal year ended December 31, 2014 filed February 27, 2015, FileNo. 1-8489).XXX
10.42*Form of Restricted Stock Award Agreement under the 2015 Long-Term Incentive Program approved January 22, 2015 (Exhibit 10.43, Form10-K for the fiscal year ended December 31, 2014 filed February 27, 2015, FileNo. 1-8489).XXX
10.43*2016 Performance Grant Plan under the 2016 Long-Term Incentive Program approved January 21, 2016 (Exhibit 10.47, Form10-K for the fiscal year ended December 31, 2015 filed February 26, 2016, FileNo. 1-8489). X X X
10.44*10.36*  Form of Restricted Stock Award Agreement under the 2016 Long-Term Incentive Program approved January 21, 2016 (Exhibit 10.48, Form10-K for the fiscal year ended December 31, 2015 filed February 26, 2016, FileNo. 1-8489). X X X
10.45*10.37*  2017 Performance Grant Plan (Transition Grant) under the 2017 Long-Term Incentive Program approved January  24, 2017 (filed herewith)(Exhibit 10.45, Form10-K for the fiscal year ended December 31, 2016 filed February 28, 2017, FileNo. 1-8489). X X X
10.46*10.38*  Form of Restricted Stock Award Agreement under the 2017 Long-Term Incentive Program approved January 24, 2017 (filed herewith)(Exhibit 10.46, Form10-K for the fiscal year ended December 31, 2016 filed February 28, 2017, FileNo. 1-8489). X X X
10.47*10.39*  Base salaries2017 Performance Grant Plan under the 2014 Incentive Compensation Plan approved January 24, 2017 (Exhibit 10.3, Form10-Q for named executive officers of Dominion Resources, Inc. (filed herewith)the quarter ended March 31, 2017 filed May 4, 2017, FileNo. 1-8489). X  XX
10.48*10.40*  2018 Performance Grant Plan under the 2018 Long-Term Incentive Program approved January 25, 2018 (Exhibit 10.43, FormNon-employee10-K directors’ annual compensation for Dominion Resources, Inc. (filed herewith)the fiscal year ended December 31, 2017, filed February 27, 2018, FileNo. 1-8489). X  XX
12.a10.41*  RatioForm of earnings to fixed chargesRestricted Stock Award Agreement under the 2018 Long-Term Incentive Program approved January 25, 2018 (Exhibit 10.44, Form10-K for Dominion Resources, Inc. (filed herewith)the fiscal year ended December 31, 2017, filed February 27, 2018, FileNo. 1-8489). X  XX
12.b10.42*  Ratio of earnings to fixed charges for Virginia Electric and Power Company2019 Performance Grant Plan under the 2019 Long-Term Incentive Program approved January 24, 2019 (filed herewith).   X XX
12.c10.43*  Ratio of earnings to fixed charges for Dominion Gas Holdings, LLC2019 Goal-Based Stock Award Agreement under the 2019 Long-Term Incentive Program approved January 24, 2019 (filed herewith).   XXX
10.44*Form of Restricted Stock Award Agreement under the 2019 Long-Term Incentive Program approved January 24, 2019 (filed herewith).XXX
21  Subsidiaries of Dominion Resources,Energy, Inc. (filed herewith). X   
2323.1  Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm for Dominion Energy, Inc., Virginia Electric and Power Company and Dominion Energy Gas Holdings, LLC (filed herewith). X X X
23.2Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm for SCANA Corporation (filed herewith).X
31.a  Certification by Chief Executive Officer of Dominion Resources,Energy, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). X   
31.b  Certification by Chief Financial Officer of Dominion Resources,Energy, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). X   
31.c  Certification by Chief Executive Officer of Virginia Electric and Power Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).   X 
31.d  Certification by Chief Financial Officer of Virginia Electric and Power Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).   X 
31.e  Certification by Chief Executive Officer of Dominion Energy Gas Holdings, LLC pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).     X
31.f  Certification by Chief Financial Officer of Dominion Energy Gas Holdings, LLC pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).    X

180   X 



Exhibit

Number

Description

DominionVirginia
Power
Dominion
Gas
32.a  Certification to the Securities and Exchange Commission by Chief Executive Officer and Chief Financial Officer of Dominion Resources,Energy, Inc. as required by Section  906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). X   
32.b  Certification to the Securities and Exchange Commission by Chief Executive Officer and Chief Financial Officer of Virginia Electric and Power Company as required by Section  906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).   X 
32.c  Certification to the Securities and Exchange Commission by Chief Executive Officer and Chief Financial Officer of Dominion Energy Gas Holdings, LLC as required by Section  906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).     X

204


Exhibit
Number

Description

Dominion
Energy
Virginia
Power
Dominion
Energy
Gas
99Audited Consolidated Financial Statements and Schedule of SCANA Corporation at December  31, 2018 and 2017 and for the three years ended December 31, 2018, together with the related notes to the financial statements (incorporated by reference from Item 8. Financial Statements and Supplementary Data for SCANA Corporation, SCANA Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed February 28, 2019, File No. 1-8809). SCANA Corporation’s Annual Report is included in a combined filing with the Annual Report of South Carolina Electric & Gas Company; information related to such affiliated entity is not considered to be a component of the Audited Financial Statements of SCANA Corporation.X
101  The following financial statements from Dominion Resources,Energy, Inc. and, Virginia Electric and Power Company and Dominion Energy Gas Holdings, LLC Annual Report on Form10-K for the year ended December 31, 2016,2018, filed on February 28, 2017,2019, formatted in XBRL: (i) Consolidated Statements of Income, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Common Shareholders’ Equity (iv) Consolidated Statements of Comprehensive Income (v) Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements. X X XX

 

*

Indicates management contract or compensatory plan or arrangementarrangement.

 

 

Item 16. Form10-K Summary

None.

 

    181205



Signatures

 

 

DOMINIONDominion Energy

Pursuant to the requirements of Section 13 or 15(d) 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.

 

DOMINION ENERGY, INC.
DOMINION RESOURCES, INC.
By: /s/ Thomas F. Farrell, II
 

(Thomas F. Farrell, II, Chairman, President and

Chief Executive Officer)

Date: February 28, 20172019

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the 28th day of February, 2017.2019.

 

Signature  Title

/s/ Thomas F. Farrell, II

Thomas F. Farrell, II

  

Chairman of the Board of Directors, President and Chief

Executive Officer

/s/ William P. BarrJames A. Bennett

William P. BarrJames A. Bennett

  Director

/s/ Helen E. Dragas

Helen E. Dragas

  Director

/s/ James O. Ellis, Jr.

James O. Ellis, Jr.

  Director

/s/ Ronald W. JibsonD. Maybank Hagood

Ronald W. JibsonD. Maybank Hagood

  Director

/s/ John W. Harris

John W. Harris

Director

/s/ Ronald W. Jibson

Ronald W. Jibson

  Director

/s/ Mark J. Kington

Mark J. Kington

  Director

/s/ Joseph M. Rigby

Joseph M. Rigby

  Director

/s/ Pamela J. Royal

Pamela J. Royal

  Director

/s/ Robert H. Spilman, Jr.

Robert H. Spilman, Jr.

  Director

/s/ Susan N. Story

Susan N. Story

  Director

/s/ Michael E. Szymanczyk

Michael E. Szymanczyk

  Director

/s/ David A. WollardJames R. Chapman

David A. Wollard

Director

/s/ Mark F. McGettrick

Mark F. McGettrickJames R. Chapman

  Executive Vice President, and Chief Financial Officer and Treasurer

/s/ Michele L. Cardiff

Michele L. Cardiff

  Vice President, Controller and Chief Accounting Officer

 

182206    


 



 

Virginia Power

Pursuant to the requirements of Section 13 or 15(d) 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.

 

VIRGINIA ELECTRIC AND POWER COMPANY
By: /s/ Thomas F. Farrell, II
 

(Thomas F. Farrell, II, Chairman of the Board

of Directors and Chief Executive Officer)

Date: February 28, 20172019

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the 28th day of February, 2017.2019.

 

Signature  Title

/s/ Thomas F. Farrell, II

Thomas F. Farrell, II

  Chairman of the Board of Directors and Chief Executive Officer

/s/ Mark F. McGettrickRobert M. Blue

Mark F. McGettrickRobert M. Blue

  Director Executive Vice President and Chief Financial Officer

/s/ Mark O. WebbCarlos M. Brown

Mark O. WebbCarlos M. Brown

  Director

/s/ James R. Chapman

James R. Chapman

Executive Vice President, Chief Financial Officer and Treasurer

/s/ Michele L. Cardiff

Michele L. Cardiff

  Vice President, Controller and Chief Accounting Officer

 

    183207


 



 

Dominion Energy Gas

Pursuant to the requirements of Section 13 or 15(d) 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.

 

DOMINION ENERGY GAS HOLDINGS, LLC
By: /s/ Thomas F. Farrell, II
 

(Thomas F. Farrell, II, Chairman of the Board

of Directors and Chief Executive Officer)

Date: February 28, 20172019

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the 28th day of February, 2017.2019.

 

Signature  Title

/s/ Thomas F. Farrell, II

Thomas F. Farrell, II

  Chairman of the Board of Directors and Chief Executive Officer

/s/ Mark F. McGettrickCarlos M. Brown

Mark F. McGettrickCarlos M. Brown

Director

/s/ James R. Chapman

James R. Chapman

  Director, Executive Vice President, and Chief Financial Officer

/s/ Mark O. Webb

Mark O. Webb

Director and Treasurer

/s/ Michele L. Cardiff

Michele L. Cardiff

  Vice President, Controller and Chief Accounting Officer

 

184208    



Exhibit Index

Exhibit

Number

Description

DominionVirginia
Power
Dominion
Gas
3.1.aDominion Resources, Inc. Articles of Incorporation as amended and restated, effective May 20, 2010 (Exhibit 3.1, Form8-K filed May 20, 2010, FileNo. 1-8489).X
3.1.bVirginia Electric and Power Company Amended and Restated Articles of Incorporation, as in effect on October 30, 2014 (Exhibit 3.1.b, Form10-Q filed November 3, 2014, FileNo. 1-2255).X
3.1.cArticles of Organization of Dominion Gas Holdings, LLC (Exhibit 3.1, FormS-4 filed April 4, 2014, FileNo. 333-195066).X
3.2.aDominion Resources, Inc. Amended and Restated Bylaws, effective December 17, 2015 (Exhibit 3.1, Form8-K filed December 17, 2015, FileNo. 1-8489).X
3.2.bVirginia Electric and Power Company Amended and Restated Bylaws, effective June 1, 2009 (Exhibit 3.1, Form8-K filed June 3, 2009, FileNo. 1-2255).X
3.2.cOperating Agreement of Dominion Gas Holdings, LLC dated as of September 12, 2013 (Exhibit 3.2, FormS-4 filed April 4, 2014, FileNo. 333-195066).X
4Dominion Resources, Inc., Virginia Electric and Power Company and Dominion Gas Holdings, LLC agree to furnish to the Securities and Exchange Commission upon request any other instrument with respect to long-term debt as to which the total amount of securities authorized does not exceed 10% of any of their total consolidated assets.XXX
4.1.aSee Exhibit 3.1.a above.X
4.1.bSee Exhibit 3.1.b above.X
4.2Indenture of Mortgage of Virginia Electric and Power Company, dated November 1, 1935, as supplemented and modified by Fifty-Eighth Supplemental Indenture (Exhibit 4(ii), Form10-K for the fiscal year ended December 31, 1985, FileNo. 1-2255); Ninety-Second Supplemental Indenture, dated as of July 1, 2012 (Exhibit 4.1, Form10-Q for the quarter ended June 30, 2012 filed August 1, 2012, FileNo. 1-2255).XX
4.3Form of Senior Indenture, dated June 1, 1998, between Virginia Electric and Power Company and The Bank of New York Mellon (as successor trustee to JP Morgan Chase Bank (formerly The Chase Manhattan Bank)), as Trustee (Exhibit 4(iii), FormS-3 Registration Statement filed February 27, 1998, FileNo. 333-47119); Form of Twelfth Supplemental Indenture, dated January 1, 2006 (Exhibit 4.2, Form8-K filed January 12, 2006, FileNo. 1-2255); Form of Thirteenth Supplemental Indenture, dated as of January 1, 2006 (Exhibit 4.3, Form8-K filed January 12, 2006, FileNo. 1-2255); Form of Fourteenth Supplemental Indenture, dated May 1, 2007 (Exhibit 4.2, Form8-K filed May 16, 2007, FileNo. 1-2255); Form of Fifteenth Supplemental Indenture, dated September 1, 2007 (Exhibit 4.2, Form8-K filed September 10, 2007, FileNo. 1-2255); Form of Seventeenth Supplemental Indenture, dated November 1, 2007 (Exhibit 4.3, Form8-K filed November 30, 2007, FileNo. 1-2255); Form of Eighteenth Supplemental Indenture, dated April 1, 2008 (Exhibit 4.2, Form8-K filed April 15, 2008, FileNo. 1-2255); Form of Nineteenth Supplemental and Amending Indenture, dated November 1, 2008 (Exhibit 4.2, Form8-K filed November 5, 2008, FileNo. 1-2255); Form of Twentieth Supplemental Indenture, dated June 1, 2009 (Exhibit 4.3, Form8-K filed June 24, 2009, FileNo. 1-2255); Form of Twenty-First Supplemental Indenture, dated August 1, 2010 (Exhibit 4.3, Form8-K filed September 1, 2010, FileNo. 1-2255); Twenty-Second Supplemental Indenture, dated as of January 1, 2012 (Exhibit 4.3, Form8-K filed January 12, 2012, FileNo. 1-2255); Twenty-Third Supplemental Indenture, dated as of January 1, 2013 (Exhibit 4.3, Form8-K filed January 8, 2013, FileNo. 1-2255); Twenty-Fourth Supplemental Indenture, dated as of January 1, 2013 (Exhibit 4.4, Form8-K filed January 8, 2013, FileNo. 1-2255); Twenty-Fifth Supplemental Indenture, dated as of March 1, 2013 (Exhibit 4.3, Form8-K filed March 14, 2013, FileNo. 1-2255); Twenty-Sixth Supplemental Indenture, dated as of August 1, 2013 (Exhibit 4.3, Form8-K filed August 15, 2013, FileNo. 1-2255); Twenty-Seventh Supplemental Indenture, dated February 1, 2014 (Exhibit 4.3, Form8-K filed February 7, 2014, FileNo. 1-2255); Twenty-Eighth Supplemental Indenture, dated February 1, 2014 (Exhibit 4.4, Form8-K filed February 7, 2014, FileNo. 1-2255); Twenty-Ninth Supplemental Indenture,XX

185



Exhibit

Number

Description

DominionVirginia
Power
Dominion
Gas
dated May 1, 2015 (Exhibit 4.3, Form8-K filed May 13, 2015, FileNo. 1-02255); Thirtieth Supplemental Indenture, dated May 1, 2015 (Exhibit 4.4, Form8-K filed May 13, 2015, FileNo. 1-02255); Thirty-First Supplemental Indenture, dated January 1, 2016 (Exhibit 4.3, Form8-K filed January 14, 2016, FileNo. 000-55337); Thirty-Second Supplemental Indenture, dated November 1, 2016 (Exhibit 4.3, Form 8-K filed November 16, 2016, File No. 000-55337); Thirty-Third Supplemental Indenture, dated November 1, 2016 (Exhibit 4.4, Form 8-K filed November 16, 2016, File No. 000-55337).
4.4Indenture, Junior Subordinated Debentures, dated December 1, 1997, between Dominion Resources, Inc. and The Bank of New York Mellon (as successor trustee to JP Morgan Chase Bank (formerly The Chase Manhattan Bank)) as supplemented by a Form of Second Supplemental Indenture, dated January 1, 2001 (Exhibit 4.6, Form8-K filed January 12, 2001, FileNo. 1-8489).X
4.5Indenture, dated April 1, 1995, between Consolidated Natural Gas Company and The Bank of New York Mellon (as successor trustee to United States Trust Company of New York) (Exhibit (4), Certificate of Notification No. 1 filed April 19, 1995, FileNo. 70-8107); Securities Resolution No. 2 effective as of October 16, 1996 (Exhibit 2, Form8-A filed October 18, 1996, FileNo. 1-3196 and relating to the 6 7/8% Debentures Due October 15, 2026); Securities Resolution No. 4 effective as of December 9, 1997 (Exhibit 2, Form8-A filed December 12, 1997, FileNo. 1-3196 and relating to the 6.80% Debentures Due December 15, 2027).X
4.6Form of Senior Indenture, dated June 1, 2000, between Dominion Resources, Inc. and The Bank of New York Mellon (as successor trustee to JP Morgan Chase Bank (formerly The Chase Manhattan Bank)), as Trustee (Exhibit 4(iii), FormS-3 Registration Statement filed December 21, 1999, FileNo. 333-93187); Form of Sixteenth Supplemental Indenture, dated December 1, 2002 (Exhibit 4.3, Form8-K filed December 13, 2002, FileNo. 1-8489); Form of Twenty-First Supplemental Indenture, dated March 1, 2003 (Exhibits 4.3, Form8-K filed March 4, 2003, FileNo. 1-8489); Form of Twenty-Second Supplemental Indenture, dated July 1, 2003 (Exhibit 4.2, Form8-K filed July 22, 2003, FileNo. 1-8489); Form of Twenty-Ninth Supplemental Indenture, dated June 1, 2005 (Exhibit 4.3, Form8-K filed June 17, 2005, FileNo. 1-8489); Forms of Thirty-Fifth and Thirty-Sixth Supplemental Indentures, dated June 1, 2008 (Exhibits 4.2 and 4.3, Form8-K filed June 16, 2008, FileNo. 1-8489); Form of Thirty-Ninth Supplemental Indenture, dated August 1, 2009 (Exhibit 4.3, Form8-K filed August 12, 2009, FileNo. 1-8489); Forty-First Supplemental Indenture, dated March 1, 2011 (Exhibit 4.3, Form8-K, filed March 7, 2011, FileNo. 1-8489); Forty-Third Supplemental Indenture, dated August 1, 2011 (Exhibit 4.3,Form 8-K, filed August 5, 2011, FileNo. 1-8489); Forty-Fourth Supplemental Indenture, dated August 1, 2011 (Exhibit 4.3, Form8-K, filed August 15, 2011, FileNo. 1-8489); Forty-Fifth Supplemental Indenture, dated September 1, 2012 (Exhibit 4.3, Form8-K, filed September 13, 2012, FileNo. 1-8489); Forty-Sixth Supplemental Indenture, dated September 1, 2012 (Exhibit 4.4, Form8-K, filed September 13, 2012, FileNo. 1-8489); Forty-Seventh Supplemental Indenture, dated September 1, 2012 (Exhibit 4.5, Form8-K, filed September 13, 2012, FileNo. 1-8489); Forty-Eighth Supplemental Indenture, dated March 1, 2014 (Exhibit 4.3, Form8-K, filed March 24, 2014, FileNo. 1-8489); Forty-Ninth Supplemental Indenture, dated November 1, 2014 (Exhibit 4.3, Form8-K, filed November 25, 2014, FileNo. 1-8489); Fiftieth Supplemental Indenture, dated November 1, 2014 (Exhibit 4.4, Form8-K, filed November 25, 2014, FileNo. 1-8489); Fifty-First Supplemental Indenture, dated November 1, 2014 (Exhibit 4.5, Form8-K, filed November 25, 2014, FileNo. 1-8489).X
4.7Indenture, dated as of June 1, 2015, between Dominion Resources, Inc. and Deutsche Bank Trust Company Americas, as Trustee (Exhibit 4.1, Form8-K filed June 15, 2015, FileNo. 1-8489); First Supplemental Indenture, dated as of June 1, 2015 (Exhibit 4.2, Form8-K filed June 15, 2015, FileNo. 1-8489); Second Supplemental Indenture, dated as of September 1, 2015 (Exhibit 4.2, Form8-K filed September 24, 2015, FileNo. 1-8489); Third Supplemental Indenture, dated as of February 1, 2016 (Exhibit 4.7, Form10-K for the fiscal year ended December 31, 2015 filed February 26, 2016, FileNo. 1-8489); Fourth Supplemental Indenture, dated as of August 1, 2016 (Exhibit 4.2, Form8-K filed August 9, 2016, FileNo. 1-8489); Fifth Supplemental Indenture, dated as of August 1, 2016 (Exhibit 4.3, Form8-K filed August 9, 2016, FileNo. 1-8489); Sixth Supplemental Indenture, dated as of August 1,X

186



Exhibit

Number

Description

DominionVirginia
Power
Dominion
Gas
2016 (Exhibit 4.4, Form8-K filed August 9, 2016, FileNo. 1-8489); Seventh Supplemental Indenture, dated as of September 1, 2016 (Exhibit 4.1, Form10-Q filed November 9, 2016, FileNo. 1-8489); Eighth Supplemental Indenture, dated as of December 1, 2016 (filed herewith); Ninth Supplemental Indenture, dated as of January 1, 2017 (Exhibit 4.2, Form 8-K filed January 12, 2017, File No. 1-8489); Tenth Supplemental Indenture, dated as of January 1, 2017 (Exhibit 4.3, Form 8-K filed January 12, 2017, File No. 1-8489).
4.8Junior Subordinated Indenture II, dated June 1, 2006, between Dominion Resources, Inc. and The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A.), as Trustee (Exhibit 4.1, Form10-Q for the quarter ended June 30, 2006 filed August 3, 2006, FileNo. 1-8489); First Supplemental Indenture dated as of June 1, 2006 (Exhibit 4.2, Form10-Q for the quarter ended June 30, 2006 filed August 3, 2006, FileNo. 1-8489); Second Supplemental Indenture, dated as of September 1, 2006 (Exhibit 4.2, Form10-Q for the quarter ended September 30, 2006 filed November 1, 2006, FileNo. 1-8489); Fourth Supplemental Indenture, dated as of June 1, 2013 (Exhibit 4.3, Form8-K filed June 7, 2013, FileNo. 1-8489); Fifth Supplemental Indenture, dated as of June 1, 2013 (Exhibit 4.4, Form8-K filed June 7, 2013, FileNo. 1-8489); Sixth Supplemental Indenture, dated as of June 1, 2014 (Exhibit 4.3, Form8-K filed July 1, 2014, FileNo. 1-8489); Seventh Supplemental Indenture, dated as of September 1, 2014 (Exhibit 4.3, Form8-K filed October 3, 2013, FileNo. 1-8489); Eighth Supplemental Indenture, dated March 7, 2016 (Exhibit 4.4, Form8-K filed March 7, 2016, FileNo. 1-8489); Ninth Supplemental Indenture, dated May 26, 2016 (Exhibit 4.4, Form8-K filed May 26, 2016, FileNo. 1-8489); Tenth Supplemental Indenture, dated July 1, 2016 (Exhibit 4.3, Form8-K filed July 19, 2016, FileNo. 1-8489); Eleventh Supplemental Indenture, dated August 1, 2016 (Exhibit 4.3, Form8-K filed August 15, 2016, FileNo. 1-8489); Twelfth Supplemental Indenture, dated August 1, 2016 (Exhibit 4.4, Form8-K filed August 15, 2016, FileNo. 1-8489).X
4.9Replacement Capital Covenant entered into by Dominion Resources, Inc. dated June 23, 2006 (Exhibit 4.3, Form10-Q for the quarter ended June 30, 2006 filed August 3, 2006, FileNo. 1-8489), as amended by Amendment No. 1 to Replacement Capital Covenant dated September 26, 2011 (Exhibit 4.2, Form10-Q for the quarter ended September 30, 2011 filed October 28, 2011, FileNo. 1-8489).X
4.10Replacement Capital Covenant entered into by Dominion Resources, Inc. dated September 29, 2006 (Exhibit 4.3, Form10-Q for the quarter ended September 30, 2006 filed November 1, 2006, FileNo. 1-8489), as amended by Amendment No. 1 to Replacement Capital Covenant dated September 26, 2011 (Exhibit 4.3, Form10-Q for the quarter ended September 30, 2011 filed October 28, 2011, FileNo. 1-8489).X
4.11Series A Purchase Contract and Pledge Agreement, dated as of June 7, 2013, between Dominion Resources, Inc. and Deutsche Bank Trust Company Americas, as Purchase Contract Agent, Collateral Agent, Custodial Agent and Securities Intermediary (Exhibit 4.7, Form8-K filed June 7, 2013, FileNo. 1-8489).X
4.12Series B Purchase Contract and Pledge Agreement, dated as of June 7, 2013, between Dominion Resources, Inc. and Deutsche Bank Trust Company Americas, as Purchase Contract Agent, Collateral Agent, Custodial Agent and Securities Intermediary (Exhibit 4.8, Form8-K filed June 7, 2013, FileNo. 1-8489).X
4.132014 Series A Purchase Contract and Pledge Agreement, dated as of July 1, 2014, between Dominion Resources, Inc. and Deutsche Bank Trust Company Americas, as Purchase Contract Agent, Collateral Agent, Custodial Agent and Securities Intermediary (Exhibit 4.5, Form8-K filed July 1, 2014, FileNo. 1-8489).X
4.142016 Series A Purchase Contract and Pledge Agreement, dated August 15, 2016, between the Company and Deutsche Bank Trust Company Americas, as Purchase Contract Agent, Collateral Agent, Custodial Agent and Securities Intermediary (Exhibit 4.7, Form8-K filed August 15, 2016, FileNo. 1-8489).X

187



Exhibit

Number

Description

DominionVirginia
Power
Dominion
Gas
4.15Indenture, dated as of October 1, 2013, between Dominion Gas Holdings, LLC and Deutsche Bank Trust Company Americas, as Trustee (Exhibit 4.1, FormS-4 filed April 4, 2014, FileNo. 333-195066); First Supplemental Indenture, dated as of October 1, 2013 (Exhibit 4.2, FormS-4 filed April 4, 2014, FileNo. 333-195066); Second Supplemental Indenture, dated as of October 1, 2013 (Exhibit 4.3, FormS-4 filed April 4, 2014, FileNo. 333-195066); Third Supplemental Indenture, dated as of October 1, 2013 (Exhibit 4.4, FormS-4 filed April 4, 2014, FileNo. 333-195066); Fourth Supplemental Indenture, dated as of December 1, 2014 (Exhibit 4.2, Form8-K filed December 8, 2014, FileNo. 333-195066); Fifth Supplemental Indenture, dated as of December 1, 2014 (Exhibit 4.3, Form8-K filed December 8, 2014, FileNo. 333-195066); Sixth Supplemental Indenture, dated as of December 1, 2014 (Exhibit 4.4, Form8-K filed December 8, 2014, FileNo. 333-195066); Seventh Supplemental Indenture, dated as of November 1, 2015 (Exhibit 4.2, Form8-K filed November 17, 2015, FileNo. 001-37591); Eighth Supplemental Indenture, dated as of May 1, 2016 (Exhibit 4.1.a, Form10-Q filed August 3, 2016, FileNo. 1-37591); Ninth Supplemental Indenture, dated as of June 1, 2016 (Exhibit 4.1.b, Form10-Q filed August 3, 2016, FileNo. 1-37591); Tenth Supplemental Indenture, dated as of June 1, 2016 (Exhibit 4.1.c, Form10-Q filed August 3, 2016, FileNo. 1-37591).XX
10.1$5,000,000,000 Second Amended and Restated Revolving Credit Agreement, dated November 10, 2016, among Dominion Resources, Inc., Virginia Electric and Power Company, Dominion Gas Holdings, LLC, Questar Gas Company, JPMorgan Chase Bank, N.A., as Administrative Agent, Mizuho Bank, Ltd., Bank of America, N.A., Barclays Bank PLC and Wells Fargo Bank, N.A., as Syndication Agents, and other lenders named therein (Exhibit 10.1, Form8-K filed November 11, 2016, FileNo. 1-8489).XXX
10.2$500,000,000 Second Amended and Restated Revolving Credit Agreement, dated November 10, 2016, among Dominion Resources, Inc., Virginia Electric and Power Company, Dominion Gas Holdings, LLC, Questar Gas Company, KeyBank National Association, as Administrative Agent, U.S. Bank National Association, as Syndication Agent, and other lenders named therein (Exhibit 10.2, Form8-K filed November 11, 2016, FileNo. 1-8489).XXX
10.3DRS Services Agreement, dated January 1, 2003, between Dominion Resources, Inc. and Dominion Resources Services, Inc. (Exhibit 10.1, Form10-K for the fiscal year ended December 31, 2011 filed February 28, 2012, FileNo. 1-8489).X
10.4DRS Services Agreement, dated January 1, 2012, between Dominion Resources Services, Inc. and Virginia Electric and Power Company (Exhibit 10.2, Form10-K for the fiscal year ended December 31, 2011 filed February 28, 2012, FileNo. 1-8489 and FileNo. 1-2255).X
10.5DRS Services Agreement, dated September 12, 2013, between Dominion Gas Holdings, LLC and Dominion Resources Services, Inc. (Exhibit 10.3, FormS-4 filed April 4, 2014, FileNo. 333-195066).X
10.6DRS Services Agreement, dated January 1, 2003, between Dominion Transmission Inc. and Dominion Resources Services, Inc. (Exhibit 10.4, FormS-4 filed April 4, 2014, FileNo. 333-195066).X
10.7DRS Services Agreement, dated January 1, 2003, between The East Ohio Company and Dominion Resources Services, Inc. (Exhibit 10.5, FormS-4 filed April 4, 2014, FileNo. 333-195066).X
10.8DRS Services Agreement, dated January 1, 2003, between Dominion Iroquois, Inc. and Dominion Resources Services, Inc. (Exhibit 10.6, FormS-4 filed April 4, 2014, FileNo. 333-195066).X
10.9Agreement between PJM Interconnection, L.L.C. and Virginia Electric and Power Company (Exhibit 10.1, Form8-K filed April 26, 2005, FileNo. 1-2255 and FileNo. 1-8489).XX
10.10Form of Settlement Agreement in the form of a proposed Consent Decree among the United States of America, on behalf of the United States Environmental Protection Agency, the State of New York, the State of New Jersey, the State of Connecticut, the Commonwealth of Virginia and the State of West Virginia and Virginia Electric and Power Company (Exhibit 10, Form10-Q for the quarter ended March 31, 2003 filed May 9, 2003, FileNo. 1-8489 and FileNo. 1-2255).XX

188



Exhibit

Number

Description

DominionVirginia
Power
Dominion
Gas
10.11*Dominion Resources, Inc. Executive Supplemental Retirement Plan, as amended and restated effective December 17, 2004 (Exhibit 10.5, Form8-K filed December 23, 2004, FileNo. 1-8489), as amended September 26, 2014 (Exhibit 10.1, Form10-Q for the fiscal quarter ended September 30, 2014 filed November 3, 2014).XXX
10.12*Form of Employment Continuity Agreement for certain officers of Dominion Resources, Inc. and Virginia Electric and Power Company, amended and restated July 15, 2003 (Exhibit 10.1, Form10-Q for the quarter ended June 30, 2003 filed August 11, 2003, FileNo. 1-8489 and FileNo. 1-2255), as amended March 31, 2006 (Exhibit 10.1, Form8-K filed April 4, 2006, FileNo. 1-8489).XXX
10.13*Form of Employment Continuity Agreement for certain officers of Dominion Resources, Inc. and Virginia Electric and Power Company dated January 24, 2013 (effective for certain officers elected subsequent to February 1, 2013) (Exhibit 10.9, Form10-K for the fiscal year ended December 31, 2013 filed February 27, 2014, FileNo. 1-8489 and FileNo. 1-2255).XXX
10.14*Dominion Resources, Inc. Retirement Benefit Restoration Plan, as amended and restated effective December 17, 2004 (Exhibit 10.6, Form8-K filed December 23, 2004, FileNo. 1-8489), as amended September 26, 2014 (Exhibit 10.2, Form10-Q for the fiscal quarter ended September 30, 2014 filed November 3, 2014).XXX
10.15*Dominion Resources, Inc. Executives’ Deferred Compensation Plan, amended and restated effective December 31, 2004 (Exhibit 10.7, Form8-K filed December 23, 2004, FileNo. 1-8489).XXX
10.16*Dominion Resources, Inc. New Executive Supplemental Retirement Plan, as amended and restated effective July 1, 2013 (Exhibit 10.2, Form10-Q for the quarter ended June 30, 2013 filed August 6, 2013 FileNo. 1-8489), as amended September 26, 2014 (Exhibit 10.3, Form10-Q for the fiscal quarter ended September 30, 2014 filed November 3, 2014).XXX
10.17*Dominion Resources, Inc. New Retirement Benefit Restoration Plan, as amended and restated effective January 1, 2009 (Exhibit 10.17, Form10-K for the fiscal year ended December 31, 2008 filed February 26, 2009, FileNo. 1-8489 and Exhibit 10.20, Form10-K for the fiscal year ended December 31, 2008 filed February 26, 2009, FileNo. 1-2255), as amended September 26, 2014 (Exhibit 10.4, Form10-Q for the fiscal quarter ended September 30, 2014 filed November 3, 2014).XXX
10.18*Dominion Resources, Inc. Stock Accumulation Plan for Outside Directors, amended as of February 27, 2004 (Exhibit 10.15, Form10-K for the fiscal year ended December 31, 2003 filed March 1, 2004, FileNo. 1-8489) as amended effective December 31, 2004 (Exhibit 10.1, Form8-K filed December 23, 2004, FileNo. 1-8489).X
10.19*Dominion Resources, Inc. Directors Stock Compensation Plan, as amended February 27, 2004 (Exhibit 10.16, Form10-K for the fiscal year ended December 31, 2003 filed March 1, 2004, FileNo. 1-8489) as amended effective December 31, 2004 (Exhibit 10.2, Form8-K filed December 23, 2004, FileNo. 1-8489).X
10.20*Dominion Resources, Inc.Non-Employee Directors’ Compensation Plan, effective January 1, 2005, as amended and restated effective December 17, 2009 (Exhibit 10.18, Form10-K filed for the fiscal year ended December 31, 2009 filed February 26, 2010, FileNo. 1-8489).X
10.21*Dominion Resources, Inc. Executive Stock Purchase Tool Kit, effective September 1, 2001, amended and restated May 7, 2014 (Exhibit 10.4, Form10-Q for the fiscal quarter ended June 30, 2014 filed July 30, 2014, FileNo. 1-8489 and FileNo. 1-2250).XXX
10.22*Dominion Resources, Inc. Security Option Plan, effective January 1, 2003, amended December 31, 2004 and restated effective January 1, 2005 (Exhibit 10.13, Form8-K filed December 23, 2004, FileNo. 1-8489).XXX
10.23*Letter agreement between Dominion Resources, Inc. and Thomas F. Farrell II, dated February 27, 2003 (Exhibit 10.24, Form10-K for the fiscal year ended December 31, 2002 filed March 20, 2003, FileNo. 1-8489), as amended December 16, 2005 (Exhibit 10.1, Form8-K filed December 16, 2005, FileNo. 1-8489).XXX

189



Exhibit

Number

Description

DominionVirginia
Power
Dominion
Gas
10.24*Employment agreement dated February 13, 2007 between Dominion Resources Services, Inc. and Mark F. McGettrick (Exhibit 10.34, Form10-K for the fiscal year ended December 31, 2006 filed February 28, 2007, FileNo. 1-8489).XXX
10.25*Supplemental Retirement Agreement dated October 22, 2003 between Dominion Resources, Inc. and Paul D. Koonce (Exhibit 10.18, Form10-K for the fiscal year ended December 31, 2003 filed March 1, 2004, FileNo. 1-2255).XXX
10.26*Supplemental Retirement Agreement dated December 12, 2000, between Dominion Resources, Inc. and David A. Christian (Exhibit 10.25, Form10-K for the fiscal year ended December 31, 2001 filed March 11, 2002, FileNo. 1-2255).XXX
10.27*Form of Advancement of Expenses for certain directors and officers of Dominion Resources, Inc., approved by the Dominion Resources, Inc. Board of Directors on October 24, 2008 (Exhibit 10.2, Form10-Q for the quarter ended September 30, 2008 filed October 30, 2008, FileNo. 1-8489 and Exhibit 10.3, Form10-Q for the quarter ended September 30, 2008 filed October 30, 2008, FileNo. 1-2255).XXX
10.28*Dominion Resources, Inc. 2005 Incentive Compensation Plan, originally effective May 1, 2005, as amended and restated effective December 20, 2011 (Exhibit 10.32, Form10-K for the fiscal year ended December 31, 2011 filed February 28, 2012, FileNo. 1-8489 and FileNo. 1-2255).XXX
10.29*Supplemental Retirement Agreement with Mark F. McGettrick effective May 19, 2010 (Exhibit 10.1, Form8-K filed May 20, 2010, FileNo. 1-8489).XXX
10.30*Form of Restricted Stock Award Agreement for Mark F. McGettrick, Paul D. Koonce and David A. Christian approved December 17, 2012 (Exhibit 10.1, Form8-K filed December 21, 2012, FileNo. 1-8489).XXX
10.31*Form of Restricted Stock Award Agreement under the 2012 Long-Term Incentive Program approved January 19, 2012 (Exhibit 10.2, Form8-K filed January 20, 2012, FileNo. 1-8489).XXX
10.32*2013 Performance Grant Plan under the 2013 Long-Term Incentive Program approved January 24, 2013 (Exhibit 10.1, Form8-K filed January 25, 2013, FileNo. 1-8489).XXX
10.33*Form of Restricted Stock Award Agreement under the 2013 Long-Term Incentive Program approved January 24, 2013 (Exhibit 10.2, Form8-K filed January 25, 2013, FileNo. 1-8489).XXX
10.34*Restricted Stock Award Agreement for Thomas F. Farrell II, dated December 17, 2010 (Exhibit 10.1, Form8-K filed December 17, 2010, FileNo. 1-8489).XXX
10.35*2014 Performance Grant Plan under the 2014 Long-Term Incentive Program approved January 16, 2014 (Exhibit 10.40, Form10-K for the fiscal year ended December 31, 2013 filed February 28, 2014, FileNo. 1-8489).XXX
10.36*Form of Restricted Stock Award Agreement under the 2014 Long-Term Incentive Program approved January 16, 2014 (Exhibit 10.41, Form10-K for the fiscal year ended December 31, 2013 filed February 28, 2014, FileNo. 1-8489).XXX
10.37*Form of Special Performance Grant for Thomas F. Farrell II and Mark F. McGettrick approved January 16, 2014 (Exhibit 10.42, Form10-K for the fiscal year ended December 31, 2013 filed February 28, 2014, FileNo. 1-8489).XXX
10.38*Dominion Resources, Inc. 2014 Incentive Compensation Plan, effective May 7, 2014 (Exhibit 10.1, Form8-K filed May 7, 2014, FileNo. 1-8489).XXX
10.39Registration Rights Agreement, dated as of October 22, 2013, by and among Dominion Gas Holdings, LLC and RBC Capital Markets, LLC, RBS Securities Inc. and Scotia Capital (USA) Inc., as the initial purchasers of the Notes (Exhibit 10.1, FormS-4 filed April 4, 2014, FileNo. 333-195066).X
10.40Inter-Company Credit Agreement, dated October 17, 2013, between Dominion Resources, Inc. and Dominion Gas Holdings, LLC (Exhibit 10.2, FormS-4 filed April 4, 2014, FileNo. 333-195066).XX

190



Exhibit

Number

Description

DominionVirginia
Power
Dominion
Gas
10.41*2015 Performance Grant Plan under 2015 Long-Term Incentive Program approved January 22, 2015 (Exhibit 10.42, Form10-K for the fiscal year ended December 31, 2014 filed February 27, 2015, FileNo. 1-8489).XXX
10.42*Form of Restricted Stock Award Agreement under the 2015 Long-Term Incentive Program approved January 22, 2015 (Exhibit 10.43, Form10-K for the fiscal year ended December 31, 2014 filed February 27, 2015, FileNo. 1-8489).XXX
10.43*2016 Performance Grant Plan under the 2016 Long-Term Incentive Program approved January 21, 2016 (Exhibit 10.47, Form10-K for the fiscal year ended December 31, 2015 filed February 26, 2016, FileNo. 1-8489).XXX
10.44*Form of Restricted Stock Award Agreement under the 2016 Long-Term Incentive Program approved January 21, 2016 (Exhibit 10.48, Form10-K for the fiscal year ended December 31, 2015 filed February 26, 2016, FileNo. 1-8489).XXX
10.45*2017 Performance Grant Plan under the 2017 Long-Term Incentive Program approved January 24, 2017 (filed herewith).XXX
10.46*Form of Restricted Stock Award Agreement under the 2017 Long-Term Incentive Program approved January 24, 2017 (filed herewith).XXX
10.47*Base salaries for named executive officers of Dominion Resources, Inc. (filed herewith).X
10.48*Non-employee directors’ annual compensation for Dominion Resources, Inc. (filed herewith).X
12.aRatio of earnings to fixed charges for Dominion Resources, Inc. (filed herewith).X
12.bRatio of earnings to fixed charges for Virginia Electric and Power Company (filed herewith).X
12.cRatio of earnings to fixed charges for Dominion Gas Holdings, LLC (filed herewith).X
21Subsidiaries of Dominion Resources, Inc. (filed herewith).X
23Consent of Deloitte & Touche LLP (filed herewith).XXX
31.aCertification by Chief Executive Officer of Dominion Resources, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).X
31.bCertification by Chief Financial Officer of Dominion Resources, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).X
31.cCertification by Chief Executive Officer of Virginia Electric and Power Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).X
31.dCertification by Chief Financial Officer of Virginia Electric and Power Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).X
31.eCertification by Chief Executive Officer of Dominion Gas Holdings, LLC pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).X
31.fCertification by Chief Financial Officer of Dominion Gas Holdings, LLC pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).X
32.aCertification to the Securities and Exchange Commission by Chief Executive Officer and Chief Financial Officer of Dominion Resources, Inc. as required by Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).X
32.bCertification to the Securities and Exchange Commission by Chief Executive Officer and Chief Financial Officer of Virginia Electric and Power Company as required by Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).X
32.cCertification to the Securities and Exchange Commission by Chief Executive Officer and Chief Financial Officer of Dominion Gas Holdings, LLC as required by Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).X

191



Exhibit

Number

Description

DominionVirginia
Power
Dominion
Gas
101The following financial statements from Dominion Resources, Inc. and Virginia Electric and Power Company Annual Report on Form10-K for the year ended December 31, 2016, filed on February 28, 2017, formatted in XBRL: (i) Consolidated Statements of Income, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Common Shareholders’ Equity (iv) Consolidated Statements of Comprehensive Income (v) Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements.XXX

*Indicates management contract or compensatory plan or arrangement

192