UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
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☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2017
or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
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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. Formerly Known As Dominion Resources, 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 Formerly Known As Dominion 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.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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(Do not check if a smaller reporting company) |
Smaller reporting company |
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Emerging growth company |
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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
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Large accelerated filer |
☐ |
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Accelerated filer |
☐ |
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Non-accelerated filer |
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(Do not check if a smaller reporting company) |
Smaller reporting company |
☐ |
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Emerging growth company |
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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
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Large accelerated filer |
☐ |
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Accelerated filer |
☐ |
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Non-accelerated filer |
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(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 October 13, 2017, the latest practicable date for determination, Dominion Energy, Inc. had 643,529,769 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 |
80 |
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Item 3. |
96 |
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Item 4. |
97 |
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Item 1. |
98 |
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Item 1A. |
98 |
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Item 2. |
98 |
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Item 6. |
99 |
2
The following abbreviations or acronyms used in this Form 10-Q are defined below:
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Abbreviation or Acronym |
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Definition |
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2013 Equity Units |
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Dominion Energy's 2013 Series A Equity Units and 2013 Series B Equity Units issued in June 2013 |
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2014 Equity Units |
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Dominion Energy's 2014 Series A Equity Units issued in July 2014 |
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2016 Equity Units |
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Dominion Energy's 2016 Series A Equity Units issued in August 2016 |
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AFUDC |
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Allowance for funds used during construction |
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AOCI |
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Accumulated other comprehensive income (loss) |
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ARO |
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Asset retirement obligation |
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Atlantic Coast Pipeline |
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Atlantic Coast Pipeline, LLC, a limited liability company owned by Dominion Energy, Duke and Southern Company Gas |
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BACT |
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Best available control technology |
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bcf |
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Billion cubic feet |
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bcfe |
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Billion cubic feet equivalent |
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Brunswick County |
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A 1,376 MW combined cycle, natural gas-fired power station in Brunswick County, Virginia |
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CAA |
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Clean Air Act |
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CAISO |
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California Independent System Operator |
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CCR |
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Coal combustion residual |
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CEO |
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Chief Executive Officer |
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CERCLA |
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Comprehensive Environmental Response, Compensation and Liability Act of 1980, also known as Superfund |
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CFO |
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Chief Financial Officer |
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CO2 |
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Carbon dioxide |
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Companies |
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Dominion Energy, Virginia Power and Dominion Energy Gas, collectively |
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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 |
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Cove Point |
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Dominion Energy Cove Point LNG, LP (formerly known as Dominion Cove Point LNG, LP) |
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CPCN |
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Certificate of Public Convenience and Necessity |
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CWA |
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Clean Water Act |
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DECG |
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Dominion Energy Carolina Gas Transmission, LLC (formerly known as Dominion Carolina Gas Transmission, LLC) |
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DES |
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Dominion Energy Services, Inc. (formerly known as Dominion Resources Services, Inc.) |
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DETI |
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Dominion Energy Transmission, Inc. (formerly known as Dominion Transmission, Inc.) |
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DGI |
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Dominion Generation, Inc. (formerly known as Dominion Energy, Inc.) |
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DOE |
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Department of Energy |
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Dominion Energy |
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The legal entity, Dominion Energy, Inc. (formerly known as Dominion Resources, 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
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Abbreviation or Acronym |
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Definition |
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The legal entity, Dominion Energy Gas Holdings, LLC (formerly known as Dominion 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 (formerly known as Dominion 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 operating segment, or the entirety of Dominion Energy Midstream Partners, LP and its consolidated subsidiaries |
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Dominion Energy Questar |
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The legal entity, Dominion Energy Questar Corporation (formerly known as Dominion Questar Corporation), one or more of its consolidated subsidiaries or operating segment, or the entirety of Dominion Energy Questar Corporation and its consolidated subsidiaries |
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Dominion Energy Questar Combination |
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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 |
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Dominion Energy Questar Pipeline |
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Dominion Energy Questar Pipeline, LLC (formerly known as Questar Pipeline, LLC), one or more of its consolidated subsidiaries, or the entirety of Dominion Energy Questar Pipeline, LLC and its consolidated subsidiaries |
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DSM |
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Demand-side management |
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Dth |
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Dekatherm |
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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 |
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East Ohio |
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The East Ohio Gas Company |
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Eastern Market Access Project |
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Project to provide 294,000 Dths per 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 generation facility to be built in Maryland |
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EPA |
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Environmental Protection Agency |
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EPS |
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Earnings per share |
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FERC |
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Federal Energy Regulatory Commission |
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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 effective November 2016 |
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Fowler Ridge |
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A wind-turbine facility joint venture between Dominion Energy and BP Wind Energy North America Inc. in Benton County, Indiana |
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FTA |
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Free Trade Agreement |
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FTRs |
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Financial transmission rights |
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GAAP |
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U.S. generally accepted accounting principles |
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Gal |
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Gallon |
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Gas Infrastructure |
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Gas Infrastructure Group operating segment |
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GHG |
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Greenhouse gas |
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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 effective November 2016 |
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Greensville County |
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An approximately 1,588 MW combined cycle, natural gas-fired power station under construction in Greensville County, Virginia |
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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 |
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Hope |
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Hope Gas, Inc. |
4
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Abbreviation or Acronym |
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Definition |
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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 effective November 2016 |
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Iroquois |
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Iroquois Gas Transmission System, L.P. |
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ISO-NE |
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Independent System Operator New England |
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kV |
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Kilovolt |
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Liquefaction Project |
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A natural gas export/liquefaction facility currently under construction by Cove Point |
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LNG |
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Liquefied natural gas |
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Local 69 |
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Local 69, Utility Workers Union of America, United Gas Workers |
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MATS |
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Utility Mercury and Air Toxics Standard Rule |
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MD&A |
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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 |
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Millstone |
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Millstone nuclear power station |
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MISO |
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Midcontinent Independent System Operator, Inc. |
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MW |
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Megawatt |
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MWh |
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Megawatt hour |
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NAV |
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Net asset value |
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NedPower |
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A wind-turbine facility joint venture between Dominion Energy and Shell Wind Energy, Inc. in Grant County, West Virginia |
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NGL |
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Natural gas liquid |
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NOx |
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Nitrogen oxide |
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NRC |
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Nuclear Regulatory Commission |
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NRG |
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The legal entity, NRG Energy, Inc., one or more of its consolidated subsidiaries (including, effective November 2016, 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 |
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NSPS |
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New Source Performance Standards |
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Ohio Commission |
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Public Utilities Commission of Ohio |
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Order 1000 |
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Order issued by FERC adopting requirements for electric transmission planning, cost allocation and development |
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PIPP |
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Percentage of Income Payment Plan deployed by East Ohio |
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PIR |
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Pipeline Infrastructure Replacement program deployed by East Ohio |
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PJM |
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PJM Interconnection, L.L.C. |
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Power Delivery |
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Power Delivery Group operating segment |
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Power Generation |
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Power Generation Group operating segment |
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ppb |
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Parts-per-billion |
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PREP |
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Pipeline Replacement and Expansion Program, a program of replacing, upgrading and expanding natural gas utility infrastructure deployed by Hope |
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PSD |
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Prevention of Significant Deterioration |
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Questar Gas |
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Questar Gas Company |
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Rider BW |
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A rate adjustment clause associated with the recovery of costs related to Brunswick County |
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Rider U |
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A rate adjustment clause associated with the recovery of costs of new underground distribution facilities |
5
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Abbreviation or Acronym |
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Definition |
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A rate adjustment clause associated with the recovery of costs related to Woodland, Scott Solar and Whitehouse |
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Riders C1A and C2A |
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Rate adjustment clauses associated with the recovery of costs related to certain DSM programs approved in DSM cases |
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ROE |
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Return on equity |
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RSN |
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Remarketable subordinated note |
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SBL Holdco |
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SBL Holdco, LLC, a wholly-owned subsidiary of DGI |
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Scott Solar |
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A 17 MW utility-scale solar power station in Powhatan County, Virginia |
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SEC |
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Securities and Exchange Commission |
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Standard & Poor’s |
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Standard & Poor’s Ratings Services, a division of McGraw Hill Financial, Inc. |
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SunEdison |
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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 |
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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 |
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Three Cedars |
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Granite Mountain and Iron Springs, collectively |
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UEX Rider |
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Uncollectible Expense Rider deployed by East Ohio |
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VDEQ |
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Virginia Department of Environmental Quality |
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VEBA |
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Voluntary Employees' Beneficiary Association |
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VIE |
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Variable interest entity |
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Virginia Commission |
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Virginia State Corporation Commission |
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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 |
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VOC |
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Volatile organic compounds |
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Whitehouse |
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A 20 MW utility-scale solar power station in Louisa County, Virginia |
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Woodland |
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A 19 MW utility-scale solar power station in Isle of Wight County, Virginia |
6
DOMINION ENERGY, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2017 |
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2016 |
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2017 |
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2016 |
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(millions, except per share amounts) |
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Operating Revenue |
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$ |
3,179 |
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$ |
3,132 |
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$ |
9,376 |
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$ |
8,651 |
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Operating Expenses |
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Electric fuel and other energy-related purchases |
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638 |
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606 |
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1,711 |
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1,791 |
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Purchased (excess) electric capacity |
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21 |
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(6 |
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(8 |
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107 |
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Purchased gas |
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24 |
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77 |
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441 |
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252 |
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Other operations and maintenance |
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649 |
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765 |
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2,166 |
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2,133 |
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Depreciation, depletion and amortization |
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485 |
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400 |
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1,421 |
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1,112 |
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Other taxes |
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162 |
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145 |
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519 |
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448 |
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Total operating expenses |
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1,979 |
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1,987 |
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6,250 |
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5,843 |
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Income from operations |
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1,200 |
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1,145 |
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3,126 |
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2,808 |
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Other income |
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73 |
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63 |
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249 |
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189 |
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Interest and related charges |
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305 |
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250 |
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905 |
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715 |
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Income from operations including noncontrolling interests before income tax expense |
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968 |
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958 |
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2,470 |
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2,282 |
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Income tax expense |
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272 |
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230 |
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683 |
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561 |
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Net Income Including Noncontrolling Interests |
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696 |
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728 |
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1,787 |
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1,721 |
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Noncontrolling Interests |
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31 |
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38 |
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100 |
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55 |
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Net Income Attributable to Dominion Energy |
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$ |
665 |
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$ |
690 |
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$ |
1,687 |
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$ |
1,666 |
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Earnings Per Common Share |
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Net income attributable to Dominion Energy - Basic |
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$ |
1.03 |
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$ |
1.10 |
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$ |
2.66 |
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$ |
2.72 |
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Net income attributable to Dominion Energy - Diluted |
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1.03 |
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1.10 |
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2.66 |
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2.71 |
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Dividends Declared Per Common Share |
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$ |
0.7700 |
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$ |
0.7000 |
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$ |
2.2800 |
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$ |
2.1000 |
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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 September 30, |
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Nine Months Ended September 30, |
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2017 |
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2016 |
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2017 |
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2016 |
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(millions) |
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Net income including noncontrolling interests |
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$ |
696 |
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$ |
728 |
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$ |
1,787 |
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$ |
1,721 |
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Other comprehensive income, net of taxes: |
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Net deferred gains on derivatives-hedging activities(1) |
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11 |
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14 |
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82 |
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56 |
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Changes in unrealized net gains on investment securities(2) |
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48 |
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31 |
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141 |
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72 |
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Changes in net unrecognized pension and other postretirement benefit costs(3) |
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|
— |
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15 |
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— |
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15 |
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Amounts reclassified to net income: |
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Net derivative gains-hedging activities(4) |
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(15 |
) |
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(34 |
) |
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(56 |
) |
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(141 |
) |
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Net realized gains on investment securities(5) |
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(4 |
) |
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(13 |
) |
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(36 |
) |
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(23 |
) |
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Net pension and other postretirement benefit costs(6) |
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14 |
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9 |
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38 |
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25 |
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Changes in other comprehensive income (loss) from equity method investees(7) |
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— |
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— |
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2 |
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(1 |
) |
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Total other comprehensive income |
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54 |
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22 |
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171 |
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3 |
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Comprehensive income including noncontrolling interests |
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|
750 |
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|
750 |
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1,958 |
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1,724 |
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Comprehensive income attributable to noncontrolling interests |
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31 |
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38 |
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100 |
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55 |
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Comprehensive income attributable to Dominion Energy |
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$ |
719 |
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$ |
712 |
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$ |
1,858 |
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$ |
1,669 |
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(1) |
Net of $(5) million and $(8) million tax for the three months ended September 30, 2017 and 2016, respectively, and net of $(49) million and $(34) million tax for the nine months ended September 30, 2017 and 2016, respectively. |
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(2) |
Net of $(27) million and $(18) million tax for the three months ended September 30, 2017 and 2016, respectively, and net of $(80) million and $(43) million tax for the nine months ended September 30, 2017 and 2016, respectively. |
|
(3) |
Net of $--- million and $(10) million tax for the three months ended September 30, 2017 and 2016, respectively, and net of $--- million and $(10) million tax for the nine months ended September 30, 2017 and 2016, respectively. |
|
(4) |
Net of $10 million and $21 million tax for the three months ended September 30, 2017 and 2016, respectively, and net of $35 million and $88 million tax for the nine months ended September 30, 2017 and 2016, respectively. |
|
(5) |
Net of $2 million and $7 million tax for the three months ended September 30, 2017 and 2016, respectively, and net of $20 million and $13 million tax for the nine months ended September 30, 2017 and 2016, respectively. |
|
(6) |
Net of $(7) million and $(4) million tax for the three months ended September 30, 2017 and 2016, respectively, and net of $(25) million and $(16) million tax for the nine months ended September 30, 2017 and 2016, respectively. |
|
(7) |
Net of $--- million tax for both the three months ended September 30, 2017 and 2016, and net of $(1) million and $--- million tax for the nine months ended September 30, 2017 and 2016, respectively. |
The accompanying notes are an integral part of Dominion Energy’s Consolidated Financial Statements.
8
CONSOLIDATED BALANCE SHEETS
(Unaudited)
|
|
|
September 30, 2017 |
|
|
December 31, 2016(1) |
|
||
|
(millions) |
|
|
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
Current Assets |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
227 |
|
|
$ |
261 |
|
|
Customer receivables (less allowance for doubtful accounts of $16 and $18) |
|
|
1,292 |
|
|
|
1,523 |
|
|
Other receivables (less allowance for doubtful accounts of $3 and $2) |
|
|
212 |
|
|
|
183 |
|
|
Inventories |
|
|
1,527 |
|
|
|
1,524 |
|
|
Regulatory assets |
|
|
311 |
|
|
|
244 |
|
|
Other |
|
|
425 |
|
|
|
513 |
|
|
Total current assets |
|
|
3,994 |
|
|
|
4,248 |
|
|
Investments |
|
|
|
|
|
|
|
|
|
Nuclear decommissioning trust funds |
|
|
4,881 |
|
|
|
4,484 |
|
|
Investment in equity method affiliates |
|
|
1,895 |
|
|
|
1,561 |
|
|
Other |
|
|
320 |
|
|
|
298 |
|
|
Total investments |
|
|
7,096 |
|
|
|
6,343 |
|
|
Property, Plant and Equipment |
|
|
|
|
|
|
|
|
|
Property, plant and equipment |
|
|
73,610 |
|
|
|
69,556 |
|
|
Accumulated depreciation, depletion and amortization |
|
|
(20,799 |
) |
|
|
(19,592 |
) |
|
Total property, plant and equipment, net |
|
|
52,811 |
|
|
|
49,964 |
|
|
Deferred Charges and Other Assets |
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
6,405 |
|
|
|
6,399 |
|
|
Regulatory assets |
|
|
2,503 |
|
|
|
2,473 |
|
|
Other |
|
|
2,582 |
|
|
|
2,183 |
|
|
Total deferred charges and other assets |
|
|
11,490 |
|
|
|
11,055 |
|
|
Total assets |
|
$ |
75,391 |
|
|
$ |
71,610 |
|
|
(1) |
Dominion Energy’s Consolidated Balance Sheet at December 31, 2016 has been derived from the audited Consolidated Balance Sheet at that date. |
The accompanying notes are an integral part of Dominion Energy’s Consolidated Financial Statements.
9
CONSOLIDATED BALANCE SHEETS—(Continued)
(Unaudited)
|
|
|
September 30, 2017 |
|
|
December 31, 2016(1) |
|
||
|
(millions) |
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
|
Securities due within one year |
|
$ |
2,788 |
|
|
$ |
1,709 |
|
|
Short-term debt |
|
|
3,060 |
|
|
|
3,155 |
|
|
Accounts payable |
|
|
757 |
|
|
|
1,000 |
|
|
Accrued interest, payroll and taxes |
|
|
843 |
|
|
|
798 |
|
|
Regulatory liabilities |
|
|
88 |
|
|
|
163 |
|
|
Other |
|
|
1,023 |
|
|
|
1,290 |
|
|
Total current liabilities |
|
|
8,559 |
|
|
|
8,115 |
|
|
Long-Term Debt |
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
25,529 |
|
|
|
24,878 |
|
|
Junior subordinated notes |
|
|
3,980 |
|
|
|
2,980 |
|
|
Remarketable subordinated notes |
|
|
1,377 |
|
|
|
2,373 |
|
|
Total long-term debt |
|
|
30,886 |
|
|
|
30,231 |
|
|
Deferred Credits and Other Liabilities |
|
|
|
|
|
|
|
|
|
Deferred income taxes and investment tax credits |
|
|
9,379 |
|
|
|
8,602 |
|
|
Regulatory liabilities |
|
|
2,906 |
|
|
|
2,622 |
|
|
Other |
|
|
5,159 |
|
|
|
5,200 |
|
|
Total deferred credits and other liabilities |
|
|
17,444 |
|
|
|
16,424 |
|
|
Total liabilities |
|
|
56,889 |
|
|
|
54,770 |
|
|
Commitments and Contingencies (see Note 15) |
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
Common stock – no par(2) |
|
|
9,789 |
|
|
|
8,550 |
|
|
Retained earnings |
|
|
7,119 |
|
|
|
6,854 |
|
|
Accumulated other comprehensive loss |
|
|
(628 |
) |
|
|
(799 |
) |
|
Total common shareholders' equity |
|
|
16,280 |
|
|
|
14,605 |
|
|
Noncontrolling interests |
|
|
2,222 |
|
|
|
2,235 |
|
|
Total equity |
|
|
18,502 |
|
|
|
16,840 |
|
|
Total liabilities and equity |
|
$ |
75,391 |
|
|
$ |
71,610 |
|
|
(1) |
Dominion Energy’s Consolidated Balance Sheet at December 31, 2016 has been derived from the audited Consolidated Balance Sheet at that date. |
|
(2) |
1 billion shares authorized; 644 million shares and 628 million shares outstanding at September 30, 2017 and December 31, 2016, 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, 2015 |
|
|
596 |
|
|
$ |
6,680 |
|
|
$ |
6,458 |
|
|
$ |
(474 |
) |
|
$ |
12,664 |
|
|
$ |
938 |
|
|
$ |
13,602 |
|
|
Net income including noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
1,666 |
|
|
|
|
|
|
|
1,666 |
|
|
|
55 |
|
|
|
1,721 |
|
|
Contributions from SunEdison to Four Brothers and Three Cedars |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
178 |
|
|
|
178 |
|
|
Sale of interest in merchant solar projects |
|
|
|
|
|
|
22 |
|
|
|
|
|
|
|
|
|
|
|
22 |
|
|
|
117 |
|
|
|
139 |
|
|
Purchase of Dominion Energy Midstream common units |
|
|
|
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
(3 |
) |
|
|
(14 |
) |
|
|
(17 |
) |
|
Issuance of common stock |
|
|
31 |
|
|
|
2,079 |
|
|
|
|
|
|
|
|
|
|
|
2,079 |
|
|
|
|
|
|
|
2,079 |
|
|
Stock awards (net of change in unearned compensation) |
|
|
|
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
10 |
|
|
|
|
|
|
|
10 |
|
|
Present value of stock purchase contract payments related to RSNs |
|
|
|
|
|
|
(191 |
) |
|
|
|
|
|
|
|
|
|
|
(191 |
) |
|
|
|
|
|
|
(191 |
) |
|
Dividends and distributions |
|
|
|
|
|
|
|
|
|
|
(1,287 |
) |
|
|
|
|
|
|
(1,287 |
) |
|
|
(39 |
) |
|
|
(1,326 |
) |
|
Other comprehensive income, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 |
|
|
|
3 |
|
|
|
|
|
|
|
3 |
|
|
Other |
|
|
|
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
(5 |
) |
|
|
(1 |
) |
|
|
(6 |
) |
|
September 30, 2016 |
|
|
627 |
|
|
$ |
8,592 |
|
|
$ |
6,837 |
|
|
$ |
(471 |
) |
|
$ |
14,958 |
|
|
$ |
1,234 |
|
|
$ |
16,192 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016 |
|
|
628 |
|
|
$ |
8,550 |
|
|
$ |
6,854 |
|
|
$ |
(799 |
) |
|
$ |
14,605 |
|
|
$ |
2,235 |
|
|
$ |
16,840 |
|
|
Net income including noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
1,687 |
|
|
|
|
|
|
|
1,687 |
|
|
|
100 |
|
|
|
1,787 |
|
|
Contributions from NRG to Four Brothers and Three Cedars |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
9 |
|
|
|
9 |
|
|
Issuance of common stock |
|
|
16 |
|
|
|
1,232 |
|
|
|
|
|
|
|
|
|
|
|
1,232 |
|
|
|
|
|
|
|
1,232 |
|
|
Stock awards (net of change in unearned compensation) |
|
|
|
|
|
|
17 |
|
|
|
|
|
|
|
|
|
|
|
17 |
|
|
|
|
|
|
|
17 |
|
|
Dividends and distributions |
|
|
|
|
|
|
|
|
|
|
(1,435 |
) |
|
|
|
|
|
|
(1,435 |
) |
|
|
(123 |
) |
|
|
(1,558 |
) |
|
Other comprehensive income, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
171 |
|
|
|
171 |
|
|
|
|
|
|
|
171 |
|
|
Other |
|
|
|
|
|
|
(10 |
) |
|
|
13 |
|
|
. |
|
|
|
3 |
|
|
1 |
|
|
|
4 |
|
||
|
September 30, 2017 |
|
|
644 |
|
|
$ |
9,789 |
|
|
$ |
7,119 |
|
|
$ |
(628 |
) |
|
$ |
16,280 |
|
|
$ |
2,222 |
|
|
$ |
18,502 |
|
The accompanying notes are an integral part of Dominion Energy’s Consolidated Financial Statements.
11
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
Nine Months Ended September 30, |
|
2017 |
|
|
2016 |
|
||
|
(millions) |
|
|
|
|
|
|
|
|
|
Operating Activities |
|
|
|
|
|
|
|
|
|
Net income including noncontrolling interests |
|
$ |
1,787 |
|
|
$ |
1,721 |
|
|
Adjustments to reconcile net income including noncontrolling interests to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
Depreciation, depletion and amortization (including nuclear fuel) |
|
|
1,649 |
|
|
|
1,325 |
|
|
Deferred income taxes and investment tax credits |
|
|
652 |
|
|
|
481 |
|
|
Proceeds from assignment of tower rental portfolio |
|
|
91 |
|
|
|
— |
|
|
Gains on the sales of assets and equity method investment in Iroquois |
|
|
(61 |
) |
|
|
(50 |
) |
|
Contribution to pension plan |
|
|
(75 |
) |
|
|
— |
|
|
Other adjustments |
|
|
(95 |
) |
|
|
(78 |
) |
|
Changes in: |
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
247 |
|
|
|
19 |
|
|
Inventories |
|
|
(34 |
) |
|
|
(10 |
) |
|
Deferred fuel and purchased gas costs, net |
|
|
(81 |
) |
|
|
84 |
|
|
Prepayments |
|
|
34 |
|
|
|
71 |
|
|
Accounts payable |
|
|
(158 |
) |
|
|
(89 |
) |
|
Accrued interest, payroll and taxes |
|
|
61 |
|
|
|
205 |
|
|
Margin deposit assets and liabilities |
|
|
51 |
|
|
|
1 |
|
|
Pension and other postretirement benefits |
|
|
(132 |
) |
|
|
(91 |
) |
|
Other operating assets and liabilities |
|
|
(272 |
) |
|
|
(203 |
) |
|
Net cash provided by operating activities |
|
|
3,664 |
|
|
|
3,386 |
|
|
Investing Activities |
|
|
|
|
|
|
|
|
|
Plant construction and other property additions (including nuclear fuel) |
|
|
(4,122 |
) |
|
|
(4,536 |
) |
|
Acquisition of Dominion Energy Questar, net of cash acquired |
|
|
— |
|
|
|
(4,372 |
) |
|
Acquisition of solar development projects |
|
|
(343 |
) |
|
|
(21 |
) |
|
Proceeds from sales of securities |
|
</ | ||||||