UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2018
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 |
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Exact name of registrants as specified in their charters, address of principal executive offices and registrants’ telephone number |
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I.R.S. Employer Identification Number |
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001-08489 |
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DOMINION ENERGY, INC.
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54-1229715 |
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000-55337 |
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VIRGINIA ELECTRIC AND POWER COMPANY
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54-0418825 |
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001-37591 |
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DOMINION ENERGY GAS HOLDINGS, LLC
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46-3639580 |
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120 Tredegar Street Richmond, Virginia 23219 (804) 819-2000 |
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State or other jurisdiction of incorporation or organization of the registrants: Virginia
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 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 Regulation S-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 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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Dominion Energy, Inc.
Large accelerated filer |
☒ |
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Accelerated filer |
☐ |
Non-accelerated filer |
☐ |
(Do not check if a smaller reporting company) |
Smaller reporting company |
☐ |
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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. ☐
Virginia Electric and Power Company
Large accelerated filer |
☐ |
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Accelerated filer |
☐ |
Non-accelerated filer |
☒ |
(Do not check if a smaller reporting company) |
Smaller reporting company |
☐ |
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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. ☐
Dominion Energy Gas Holdings, LLC
Large accelerated filer |
☐ |
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Accelerated filer |
☐ |
Non-accelerated filer |
☒ |
(Do not check if a smaller reporting company) |
Smaller reporting company |
☐ |
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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 in Rule 12b-2 of the Exchange Act).
Dominion Energy, Inc. Yes ☐ No ☒ Virginia Electric and Power Company Yes ☐ No ☒
Dominion Energy Gas Holdings, LLC Yes ☐ No ☒
At April 13, 2018, the latest practicable date for determination, Dominion Energy, Inc. had 652,551,940 shares of common stock outstanding and Virginia Electric and Power Company had 274,723 shares of common stock outstanding. Dominion Energy, Inc. is the sole holder of Virginia Electric and Power Company’s common stock. Dominion Energy, Inc. holds all of the membership interests of Dominion Energy Gas Holdings, LLC.
This combined Form 10-Q represents separate filings by Dominion 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 Energy, Inc.’s other operations.
VIRGINIA ELECTRIC AND POWER COMPANY AND DOMINION ENERGY GAS HOLDINGS, LLC MEET THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q AND ARE FILING THIS FORM 10-Q UNDER THE REDUCED DISCLOSURE FORMAT.
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Page Number |
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3 |
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Item 1. |
7 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
84 |
Item 3. |
97 |
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Item 4. |
98 |
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Item 1. |
99 |
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Item 1A. |
99 |
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Item 2. |
100 |
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Item 6. |
101 |
2
The following abbreviations or acronyms used in this Form 10-Q are defined below:
Abbreviation or Acronym |
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Definition |
2014 Equity Units |
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Dominion Energy's 2014 Series A Equity Units issued in July 2014 |
2016 Equity Units |
|
Dominion Energy's 2016 Series A Equity Units issued in August 2016 |
2017 Tax Reform Act |
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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 |
AFUDC |
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Allowance for funds used during construction |
AMR |
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Automated meter reading program deployed by East Ohio |
AOCI |
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Accumulated other comprehensive income (loss) |
ARO |
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Asset retirement obligation |
Atlantic Coast Pipeline |
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Atlantic Coast Pipeline, LLC, a limited liability company owned by Dominion Energy, Duke and Southern Company Gas |
BACT |
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Best available control technology |
bcf |
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Billion cubic feet |
bcfe |
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Billion cubic feet equivalent |
Blue Racer |
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Blue Racer Midstream, LLC, a joint venture between Dominion Energy and Caiman Energy II, LLC |
CAA |
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Clean Air Act |
CAISO |
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California Independent System Operator |
CCR |
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Coal combustion residual |
CEO |
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Chief Executive Officer |
CERCLA |
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Comprehensive Environmental Response, Compensation and Liability Act of 1980, also known as Superfund |
CFO |
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Chief Financial Officer |
CO2 |
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Carbon dioxide |
Companies |
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Dominion Energy, Virginia Power and Dominion Energy Gas, collectively |
Cooling degree days |
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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 |
Cove Point |
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Dominion Energy Cove Point LNG, LP |
Cove Point Holdings |
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Cove Point GP Holding Company, LLC |
CPCN |
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Certificate of Public Convenience and Necessity |
CWA |
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Clean Water Act |
DECG |
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Dominion Energy Carolina Gas Transmission, LLC |
DES |
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Dominion Energy Services, Inc. |
DETI |
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Dominion Energy Transmission, Inc. |
DGI |
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Dominion Generation, Inc. |
DOE |
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U.S. Department of Energy |
Dominion Energy |
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The legal entity, Dominion 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 Energy, Inc. and its consolidated subsidiaries |
3
Abbreviation or Acronym |
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Definition |
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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 |
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Dominion Energy Midstream |
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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 or operating segment, or the entirety of Dominion Energy Midstream Partners, LP and its consolidated subsidiaries |
Dominion Energy Questar Pipeline |
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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 |
Dth |
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Dekatherm |
Duke |
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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 |
East Ohio |
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The East Ohio Gas Company, doing business as Dominion Energy Ohio |
Eastern Market Access Project |
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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 |
EPA |
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U.S. Environmental Protection Agency |
EPS |
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Earnings per share |
FASB |
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Financial Accounting Standards Board |
FERC |
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Federal Energy Regulatory Commission |
Four Brothers |
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Four Brothers Solar, LLC, a limited liability company owned by Dominion Energy and Four Brothers Holdings, LLC, a wholly-owned subsidiary of NRG |
Fowler Ridge |
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Fowler I Holdings LLC, a wind-turbine facility joint venture between Dominion Energy and BP Wind Energy North America Inc. in Benton County, Indiana |
FTA |
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Free Trade Agreement |
FTRs |
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Financial transmission rights |
GAAP |
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U.S. generally accepted accounting principles |
Gal |
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Gallon |
Gas Infrastructure |
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Gas Infrastructure Group operating segment |
GHG |
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Greenhouse gas |
Granite Mountain |
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Granite Mountain Holdings, LLC, a limited liability company owned by Dominion Energy and Granite Mountain Renewables, LLC, a wholly-owned subsidiary of NRG |
Heating degree days |
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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 |
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Hope Gas, Inc., doing business as Dominion Energy West Virginia |
Iron Springs |
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Iron Springs Holdings, LLC, a limited liability company owned by Dominion Energy and Iron Springs Renewables, LLC, a wholly-owned subsidiary of NRG |
Iroquois |
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Iroquois Gas Transmission System, L.P. |
ISO-NE |
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ISO New England, Inc. |
Kewaunee |
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Kewaunee nuclear power station |
kV |
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Kilovolt |
Liquefaction Project |
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A natural gas export/liquefaction facility at Cove Point |
LNG |
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Liquefied natural gas |
MATS |
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Utility Mercury and Air Toxics Standard Rule |
4
Abbreviation or Acronym |
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Definition |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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MGD |
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Million gallons a day |
Millstone |
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Millstone nuclear power station |
MW |
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Megawatt |
MWh |
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Megawatt hour |
NAV |
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Net asset value |
NedPower |
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NedPower Mount Storm LLC, a wind-turbine facility joint venture between Dominion Energy and Shell Wind Energy, Inc. in Grant County, West Virginia |
NGL |
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Natural gas liquid |
NOx |
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Nitrogen oxide |
NRC |
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Nuclear Regulatory Commission |
NRG |
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The legal entity, NRG Energy, Inc., one or more of its consolidated subsidiaries or operating segments, or the entirety of NRG Energy, Inc. and its consolidated subsidiaries |
NSPS |
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New Source Performance Standards |
Ohio Commission |
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Public Utilities Commission of Ohio |
Order 1000 |
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Order issued by FERC adopting requirements for electric transmission planning, cost allocation and development |
PIPP |
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Percentage of Income Payment Plan deployed by East Ohio |
PIR |
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Pipeline Infrastructure Replacement program deployed by East Ohio |
PJM |
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PJM Interconnection, L.L.C. |
Power Delivery |
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Power Delivery Group operating segment |
Power Generation |
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Power Generation Group operating segment |
ppb |
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Parts-per-billion |
PSD |
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Prevention of Significant Deterioration |
Questar Gas |
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Questar Gas Company |
Regulation Act |
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Legislation effective July 1, 2007, that amended the Virginia Electric Utility Restructuring Act and fuel factor statute, which legislation is known as the Virginia Electric Utility Regulation Act, as amended in 2015 and 2018 |
Rider B |
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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 U |
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A rate adjustment clause associated with the recovery of costs of new underground distribution facilities |
ROE |
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Return on equity |
SBL Holdco |
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SBL Holdco, LLC, a wholly-owned subsidiary of DGI |
SCANA |
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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 |
SCANA Merger Agreement |
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Agreement and plan of merger entered on January 2, 2018 between Dominion Energy and SCANA in which SCANA will become a wholly-owned subsidiary of Dominion Energy upon closing |
SCE&G |
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South Carolina Electric & Gas Company, a wholly-owned subsidiary of SCANA |
SEC |
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Securities and Exchange Commission |
Standard & Poor’s |
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Standard & Poor’s Ratings Services, a division of McGraw Hill Financial, Inc. |
Terra Nova Renewable Partners |
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A partnership comprised primarily of institutional investors advised by J.P. Morgan Asset Management-Global Real Assets |
5
Abbreviation or Acronym |
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Definition |
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Granite Mountain and Iron Springs, collectively |
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Utah Commission |
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Public Service Commission of Utah |
VDEQ |
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Virginia Department of Environmental Quality |
VEBA |
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Voluntary Employees' Beneficiary Association |
VIE |
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Variable interest entity |
Virginia Commission |
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Virginia State Corporation Commission |
Virginia Power |
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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 |
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Volatile organic compounds |
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6
DOMINION ENERGY, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
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Three Months Ended March 31, |
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2018 |
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2017 |
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(millions, except per share amounts) |
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Operating Revenue(1) |
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$ |
3,466 |
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$ |
3,384 |
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Operating Expenses |
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Electric fuel and other energy-related purchases |
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744 |
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575 |
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Purchased (excess) electric capacity |
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14 |
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(17 |
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Purchased gas |
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340 |
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305 |
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Other operations and maintenance |
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796 |
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784 |
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Depreciation, depletion and amortization |
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498 |
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469 |
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Other taxes |
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199 |
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189 |
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Total operating expenses |
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2,591 |
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|
2,305 |
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Income from operations |
|
|
875 |
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|
|
1,079 |
|
Other income |
|
|
100 |
|
|
|
162 |
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Interest and related charges |
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|
314 |
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|
|
292 |
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Income from operations including noncontrolling interests before income tax expense |
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|
661 |
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|
949 |
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Income tax expense |
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|
135 |
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|
275 |
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Net Income Including Noncontrolling Interests |
|
|
526 |
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|
674 |
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Noncontrolling Interests |
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23 |
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|
42 |
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Net Income Attributable to Dominion Energy |
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$ |
503 |
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$ |
632 |
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Earnings Per Common Share |
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Net income attributable to Dominion Energy - Basic |
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$ |
0.77 |
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$ |
1.01 |
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Net income attributable to Dominion Energy - Diluted |
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|
0.77 |
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1.01 |
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Dividends Declared Per Common Share |
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$ |
0.835 |
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$ |
0.755 |
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(1) |
See Note 10 for amounts attributable to related parties. |
The accompanying notes are an integral part of Dominion Energy’s Consolidated Financial Statements.
7
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
|
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Three Months Ended March 31, |
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2018 |
|
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2017 |
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(millions) |
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Net income including noncontrolling interests |
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$ |
526 |
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$ |
674 |
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Other comprehensive income (loss), net of taxes: |
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Net deferred gains on derivatives-hedging activities(1) |
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|
111 |
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43 |
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Changes in unrealized net gains (losses) on investment securities(2) |
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|
(13 |
) |
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58 |
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Amounts reclassified to net income: |
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|
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Net derivative (gains) losses-hedging activities(3) |
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8 |
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(23 |
) |
Net realized (gains) losses on investment securities(4) |
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1 |
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(28 |
) |
Net pension and other postretirement benefit costs(5) |
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|
25 |
|
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|
13 |
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Changes in other comprehensive income from equity method investees(6) |
|
|
— |
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|
1 |
|
Total other comprehensive income |
|
|
132 |
|
|
|
64 |
|
Comprehensive income including noncontrolling interests |
|
|
658 |
|
|
|
738 |
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Comprehensive income attributable to noncontrolling interests |
|
|
24 |
|
|
|
42 |
|
Comprehensive income attributable to Dominion Energy |
|
$ |
634 |
|
|
$ |
696 |
|
(1) |
Net of $(37) million and $(27) million tax for the three months ended March 31, 2018 and 2017, respectively. |
(2) |
Net of $4 million and $(35) million tax for the three months ended March 31, 2018 and 2017, respectively. |
(3) |
Net of $(3) million and $14 million tax for the three months ended March 31, 2018 and 2017, respectively. |
(4) |
Net of $— million and $16 million tax for the three months ended March 31, 2018 and 2017, respectively. |
(5) |
Net of $(1) million and $(8) million tax for the three months ended March 31, 2018 and 2017, respectively. |
(6) |
Net of $— million and $(1) million tax for the three months ended March 31, 2018 and 2017, respectively. |
The accompanying notes are an integral part of Dominion Energy’s Consolidated Financial Statements.
8
CONSOLIDATED BALANCE SHEETS
(Unaudited)
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|
March 31, 2018 |
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|
December 31, 2017(1) |
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(millions) |
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ASSETS |
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Current Assets |
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|
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|
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Cash and cash equivalents |
|
$ |
189 |
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|
$ |
120 |
|
Customer receivables (less allowance for doubtful accounts of $19 and $17) |
|
|
1,615 |
|
|
|
1,660 |
|
Other receivables (less allowance for doubtful accounts of $2 at both dates)(2) |
|
|
136 |
|
|
|
126 |
|
Inventories |
|
|
1,367 |
|
|
|
1,477 |
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Other |
|
|
974 |
|
|
|
951 |
|
Total current assets |
|
|
4,281 |
|
|
|
4,334 |
|
Investments |
|
|
|
|
|
|
|
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Nuclear decommissioning trust funds |
|
|
5,060 |
|
|
|
5,093 |
|
Investment in equity method affiliates |
|
|
1,638 |
|
|
|
1,544 |
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Other |
|
|
334 |
|
|
|
327 |
|
Total investments |
|
|
7,032 |
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|
|
6,964 |
|
Property, Plant and Equipment |
|
|
|
|
|
|
|
|
Property, plant and equipment |
|
|
75,632 |
|
|
|
74,823 |
|
Accumulated depreciation, depletion and amortization |
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|
(21,503 |
) |
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|
(21,065 |
) |
Total property, plant and equipment, net |
|
|
54,129 |
|
|
|
53,758 |
|
Deferred Charges and Other Assets |
|
|
|
|
|
|
|
|
Goodwill |
|
|
6,405 |
|
|
|
6,405 |
|
Regulatory assets |
|
|
2,698 |
|
|
|
2,480 |
|
Other |
|
|
2,809 |
|
|
|
2,644 |
|
Total deferred charges and other assets |
|
|
11,912 |
|
|
|
11,529 |
|
Total assets |
|
$ |
77,354 |
|
|
$ |
76,585 |
|
(1) |
Dominion Energy’s Consolidated Balance Sheet at December 31, 2017 has been derived from the audited Consolidated Balance Sheet at that date. |
(2) |
See Note 10 for amounts attributable to related parties. |
The accompanying notes are an integral part of Dominion Energy’s Consolidated Financial Statements.
9
CONSOLIDATED BALANCE SHEETS—(Continued)
(Unaudited)
|
|
March 31, 2018 |
|
|
December 31, 2017(1) |
|
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(millions) |
|
|
|
|
|
|
|
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LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
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Current Liabilities |
|
|
|
|
|
|
|
|
Securities due within one year |
|
$ |
3,603 |
|
|
$ |
3,078 |
|
Short-term debt |
|
|
2,713 |
|
|
|
3,298 |
|
Accounts payable |
|
|
702 |
|
|
|
875 |
|
Other(2) |
|
|
2,321 |
|
|
|
2,385 |
|
Total current liabilities |
|
|
9,339 |
|
|
|
9,636 |
|
Long-Term Debt |
|
|
|
|
|
|
|
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Long-term debt |
|
|
25,759 |
|
|
|
25,588 |
|
Junior subordinated notes |
|
|
3,980 |
|
|
|
3,981 |
|
Remarketable subordinated notes |
|
|
1,381 |
|
|
|
1,379 |
|
Total long-term debt |
|
|
31,120 |
|
|
|
30,948 |
|
Deferred Credits and Other Liabilities |
|
|
|
|
|
|
|
|
Deferred income taxes and investment tax credits |
|
|
4,719 |
|
|
|
4,523 |
|
Regulatory liabilities |
|
|
6,977 |
|
|
|
6,916 |
|
Other(2) |
|
|
5,157 |
|
|
|
5,192 |
|
Total deferred credits and other liabilities |
|
|
16,853 |
|
|
|
16,631 |
|
Total liabilities |
|
|
57,312 |
|
|
|
57,215 |
|
Commitments and Contingencies (see Note 16) |
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
Common stock – no par(3) |
|
|
10,316 |
|
|
|
9,865 |
|
Retained earnings |
|
|
8,924 |
|
|
|
7,936 |
|
Accumulated other comprehensive loss |
|
|
(1,551 |
) |
|
|
(659 |
) |
Total common shareholders' equity |
|
|
17,689 |
|
|
|
17,142 |
|
Noncontrolling interests |
|
|
2,353 |
|
|
|
2,228 |
|
Total equity |
|
|
20,042 |
|
|
|
19,370 |
|
Total liabilities and equity |
|
$ |
77,354 |
|
|
$ |
76,585 |
|
(1) |
Dominion Energy’s Consolidated Balance Sheet at December 31, 2017 has been derived from the audited Consolidated Balance Sheet at that date. |
(2) |
See Note 10 for amounts attributable to related parties. |
(3) |
1 billion shares authorized; 653 million shares and 645 million shares outstanding at March 31, 2018 and December 31, 2017, respectively. |
The accompanying notes are an integral part of Dominion Energy’s Consolidated Financial Statements.
10
CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
|
|
Common Stock |
|
|
Dominion Energy Shareholders |
|
|
Total Common |
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
Shares |
|
|
Amount |
|
|
Retained Earnings |
|
|
AOCI |
|
|
Shareholders' Equity |
|
|
Noncontrolling Interests |
|
|
Total Equity |
|
|||||||
(millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016 |
|
|
628 |
|
|
$ |
8,550 |
|
|
$ |
6,854 |
|
|
$ |
(799 |
) |
|
$ |
14,605 |
|
|
$ |
2,235 |
|
|
$ |
16,840 |
|
Net income including noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
632 |
|
|
|
|
|
|
|
632 |
|
|
|
42 |
|
|
|
674 |
|
Contributions from NRG to Four Brothers and Three Cedars |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
6 |
|
|
|
6 |
|
Issuance of common stock |
|
|
1 |
|
|
|
79 |
|
|
|
|
|
|
|
|
|
|
|
79 |
|
|
|
|
|
|
|
79 |
|
Dividends and distributions |
|
|
|
|
|
|
|
|
|
|
(474 |
) |
|
|
|
|
|
|
(474 |
) |
|
|
(19 |
) |
|
|
(493 |
) |
Other comprehensive income, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64 |
|
|
|
64 |
|
|
|
|
|
|
|
64 |
|
Other |
|
|
|
|
|
|
|
|
|
|
11 |
|
|
|
|
|
|
|
11 |
|
|
|
|
|
|
|
11 |
|
March 31, 2017 |
|
|
629 |
|
|
$ |
8,629 |
|
|
$ |
7,023 |
|
|
$ |
(735 |
) |
|
$ |
14,917 |
|
|
$ |
2,264 |
|
|
$ |
17,181 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
503 |
|
|
|
|
|
|
|
503 |
|
|
|
23 |
|
|
|
526 |
|
Issuance of common stock |
|
|
8 |
|
|
|
580 |
|
|
|
|
|
|
|
|
|
|
|
580 |
|
|
|
|
|
|
|
580 |
|
Sale of Dominion Energy Midstream common units - net of offering costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
4 |
|
|
|
4 |
|
Stock awards (net of change in unearned compensation) |
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
3 |
|
Dividends and distributions |
|
|
|
|
|
|
|
|
|
|
(544 |
) |
|
|
|
|
|
|
(544 |
) |
|
|
(31 |
) |
|
|
(575 |
) |
Other comprehensive income, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
131 |
|
|
|
131 |
|
|
|
1 |
|
|
|
132 |
|
Other |
|
|
|
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
(5 |
) |
|
|
1 |
|
|
|
(4 |
) |
March 31, 2018 |
|
|
653 |
|
|
$ |
10,316 |
|
|
$ |
8,924 |
|
|
$ |
(1,551 |
) |
|
$ |
17,689 |
|
|
$ |
2,353 |
|
|
$ |
20,042 |
|
The accompanying notes are an integral part of Dominion Energy’s Consolidated Financial Statements.
11
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended March 31, |
|
2018 |
|
|
2017 |
|
||
(millions) |
|
|
|
|
|
|
|
|
Operating Activities |
|
|
|
|
|
|
|
|
Net income including noncontrolling interests |
|
$ |
526 |
|
|
$ |
674 |
|
Adjustments to reconcile net income including noncontrolling interests to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation, depletion and amortization (including nuclear fuel) |
|
|
572 |
|
|
|
548 |
|
Deferred income taxes and investment tax credits |
|
|
131 |
|
|
|
250 |
|
Proceeds from assignment of tower rental portfolio |
|
|
— |
|
|
|
91 |
|
Contribution to pension plan |
|
|
— |
|
|
|
(75 |
) |
Gains on sales of assets |
|
|
(44 |
) |
|
|
— |
|
Provision for rate credits to electric utility customers |
|
|
215 |
|
|
|
— |
|
Other adjustments |
|
|
13 |
|
|
|
(84 |
) |
Changes in: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
47 |
|
|
|
136 |
|
Inventories |
|
|
104 |
|
|
|
61 |
|
Deferred fuel and purchased gas costs, net |
|
|
(264 |
) |
|
|
(37 |
) |
Prepayments |
|
|
(3 |
) |
|
|
18 |
|
Accounts payable |
|
|
(57 |
) |
|
|
(140 |
) |
Accrued interest, payroll and taxes |
|
|
(103 |
) |
|
|
(19 |
) |
Customer deposits |
|
|
101 |
|
|
|
— |
|
Margin deposit assets and liabilities |
|
|
(33 |
) |
|
|
8 |
|
Net realized and unrealized changes related to derivative activities |
|
|
47 |
|
|
|
31 |
|
Other operating assets and liabilities |
|
|
(20 |
) |
|
|
(102 |
) |
Net cash provided by operating activities |
|
|
1,232 |
|
|
|
1,360 |
|
Investing Activities |
|
|
|
|
|
|
|
|
Plant construction and other property additions (including nuclear fuel) |
|
|
(1,103 |
) |
|
|
(1,435 |
) |
Acquisition of solar development projects |
|
|
(7 |
) |
|
|
(94 |
) |
Proceeds from sales of securities |
|
|
419 |
|
|
|
756 |
|
Purchases of securities |
|
|
(453 |
) |
|
|
(786 |
) |
Proceeds from assignment of shale development rights |
|
|
44 |
|
|
|
— |
|
Contributions to equity method affiliates |
|
|
(87 |
) |
|
|
(146 |
) |
Other |
|
|
4 |
|
|
|
4 |
|
Net cash used in investing activities |
|
|
(1,183 |
) |
|
|
(1,701 |
) |
Financing Activities |
|
|
|
|
|
|
|
|
Issuance of short-term notes |
|
|
950 |
|
|
|
— |
|
Repayment of short-term debt, net |
|
|
(585 |
) |
|
|
(528 |
) |
Issuance of long-term debt |
|
|
950 |
|
|
|
1,950 |
|
Repayment of long-term debt |
|
|
(1,180 |
) |
|
|
(401 |
) |
Issuance of common stock |
|
|
581 |
|
|
|
79 |
|
Common dividend payments |
|
|
(544 |
) |
|
|
(474 |
) |
Other |
|
|
(72 |
) |
|
|
(67 |
) |
Net cash provided by financing activities |
|
|
100 |
|
|
|
559 |
|
Increase in cash, restricted cash and equivalents |
|
|
149 |
|
|
|
218 |
|
Cash, restricted cash and equivalents at beginning of period |
|
|
185 |
|
|
|
322 |
|
Cash, restricted cash and equivalents at end of period |
|
$ |
334 |
|
|
$ |
540 |
|
Supplemental Cash Flow Information |
|
|
|
|
|
|
|
|
Significant noncash investing activities: |
|
|
|
|
|
|
|
|
Accrued capital expenditures |
|
$ |
175 |
|
|
$ |
230 |
|
The accompanying notes are an integral part of Dominion Energy’s Consolidated Financial Statements.
12
VIRGINIA ELECTRIC AND POWER COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
|
|
Three Months Ended March 31, |
|
|||||
|
|
2018 |
|
|
2017 |
|
||
(millions) |
|
|
|
|
|
|
|
|
Operating Revenue(1) |
|
$ |
1,748 |
|
|
$ |
1,831 |
|
Operating Expenses |
|
|
|
|
|
|
|
|
Electric fuel and other energy-related purchases(1) |
|
|
591 |
|
|
|
456 |
|
Purchased (excess) electric capacity |
|
|
14 |
|
|
|
(17 |
) |
Other operations and maintenance: |
|
|
|
|
|
|
|
|
Affiliated suppliers |
|
|
83 |
|
|
|
78 |
|
Other |
|
|
316 |
|
|
|
296 |
|
Depreciation and amortization |
|
|
297 |
|
|
|
286 |
|
Other taxes |
|
|
83 |
|
|
|
79 |
|
Total operating expenses |
|
|
1,384 |
|
|
|
1,178 |
|
Income from operations |
|
|
364 |
|
|
|
653 |
|
Other income |
|
|
3 |
|
|
|
31 |
|
Interest and related charges(1) |
|
|
132 |
|
|
|
120 |
|
Income before income tax expense |
|
|
235 |
|
|
|
564 |
|
Income tax expense |
|
|
51 |
|
|
|
208 |
|
Net Income |
|
$ |
184 |
|
|
$ |
356 |
|
(1) |
See Note 18 for amounts attributable to affiliates. |
The accompanying notes are an integral part of Virginia Power’s Consolidated Financial Statements.
13
VIRGINIA ELECTRIC AND POWER COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
|
|
Three Months Ended March 31, |
|
|||||
|
|
2018 |
|
|
2017 |
|
||
(millions) |
|
|
|
|
|
|
|
|
Net income |
|
$ |
184 |
|
|
$ |
356 |
|
Other comprehensive income (loss), net of taxes: |
|
|
|
|
|
|
|
|
Net deferred gains on derivatives-hedging activities(1) |
|
|
5 |
|
|
|
— |
|
Changes in unrealized net gains (losses) on nuclear decommissioning trust funds(2) |
|
|
— |
|
|
|
7 |
|
Amounts reclassified to net income: |
|
|
|
|
|
|
|
|
Net realized gains on nuclear decommissioning trust funds(3) |
|
|
— |
|
|
|
(3 |
) |
Total other comprehensive income |
& |