10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

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

For the quarterly period ended June 30, 2012

or

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

For the transition period from              to             

Commission File Number	Exact name of registrants as specified in their charters, address of principal executive offices and registrants’ telephone number	I.R.S. Employer Identification Number
001-08489	DOMINION RESOURCES, INC.	54-1229715
001-02255	VIRGINIA ELECTRIC AND POWER COMPANY	54-0418825
	120 Tredegar Street Richmond, Virginia 23219 (804) 819-2000

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 Resources, Inc.    Yes  x    No  ¨             Virginia Electric and Power Company    Yes  x    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 Resources, Inc.    Yes  x    No  ¨             Virginia Electric and Power Company    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Dominion Resources, Inc.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Virginia Electric and Power Company

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Dominion Resources, Inc.    Yes  ¨    No  x             Virginia Electric and Power Company    Yes  ¨    No  x

At June 30, 2012, the latest practicable date for determination, Dominion Resources, Inc. had 573,352,279 shares of common stock outstanding and Virginia Electric and Power Company had 274,723 shares of common stock outstanding. Dominion Resources, Inc. is the sole holder of Virginia Electric and Power Company’s common stock.

This combined Form 10-Q represents separate filings by Dominion Resources, Inc. and Virginia Electric and Power Company. Information contained herein relating to an individual registrant is filed by that registrant on its own behalf. Virginia Electric and Power Company makes no representations as to the information relating to Dominion Resources, Inc.’s other operations.

COMBINED INDEX

		Page Number
	Glossary of Terms		3
	PART I. Financial Information
Item 1.	Financial Statements		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		53
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		70
Item 4.	Controls and Procedures		71
	PART II. Other Information
Item 1.	Legal Proceedings		71
Item 1A.	Risk Factors		72
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		72
Item 6.	Exhibits		73

PAGE 2

GLOSSARY OF TERMS

The following abbreviations or acronyms used in this Form 10-Q are defined below:

Abbreviation or Acronym	Definition
AFUDC	Allowance for funds used during construction
AOCI	Accumulated other comprehensive income (loss)
ARO	Asset retirement obligation
ARP	Acid Rain Program, a market-based initiative for emissions allowance trading, established pursuant to Title IV of the CAA
bcf	Billion cubic feet
Bear Garden	A 590 MW combined cycle, natural gas-fired power station in Buckingham County, Virginia
Biennial Review Order	Order issued by the Virginia Commission in November 2011 concluding the 2009 - 2010 biennial review of Virginia Power’s base rates, terms and conditions
Brayton Point	Brayton Point power station
CAA	Clean Air Act
CAIR	Clean Air Interstate Rule
CEO	Chief Executive Officer
CERCLA	Comprehensive Environmental Response, Compensation and Liability Act of 1980
CFO	Chief Financial Officer
CFTC	Commodity Futures Trading Commission
CO2	Carbon dioxide
COL	Combined Construction Permit and Operating License
Companies	Dominion and Virginia Power, collectively
Cooling degree days	Units measuring the extent to which the average daily temperature is greater than 65 degrees Fahrenheit, calculated as the difference between 65 degrees and the average temperature for that day
Cove Point	Dominion Cove Point LNG, LP
CSAPR	Cross State Air Pollution Rule
CWA	Clean Water Act
DEI	Dominion Energy, Inc.
Dodd-Frank Act	The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
DOE	Department of Energy
Dominion	The legal entity, Dominion Resources, Inc., one or more of its consolidated subsidiaries (other than Virginia Power) or operating segments or the entirety of Dominion Resources, Inc. and its consolidated subsidiaries
DRS	Dominion Resources Services, Inc.
DSM	Demand-side management
Dth	Dekatherm
DVP	Dominion Virginia Power operating segment
East Ohio	The East Ohio Gas Company, doing business as Dominion East Ohio
EPA	Environmental Protection Agency
EPS	Earnings per share
ERM	Enterprise Risk Management
Fairless	Fairless power station
FCM	Futures Commission Merchant
FERC	Federal Energy Regulatory Commission
Fowler Ridge	A wind-turbine facility joint venture between Dominion and BP Alternative Energy, Inc. in Benton County, Indiana
FTRs	Financial transmission rights
GAAP	U.S. generally accepted accounting principles
Gal	Gallon
GHG	Greenhouse gas
Heating degree days	Units measuring the extent to which the average daily temperature is less than 65 degrees Fahrenheit, calculated as the difference between 65 degrees and the average temperature for that day

PAGE 3

Abbreviation or Acronym	Definition
INPO	Institute of Nuclear Power Operations
ISO	Independent system operator
ISO-NE	ISO New England
Kewaunee	Kewaunee nuclear power station
Kincaid	Kincaid power station
kV	Kilovolt
LNG	Liquefied natural gas
Manchester Street	Manchester Street power station
MATS	Utility Mercury and Air Toxics Standard Rule
MD&A	Management’s Discussion and Analysis of Financial Condition and Results of Operations
MF Global	MF Global Inc.
Millstone	Millstone nuclear power station
MISO	Midwest Independent Transmission System Operators, Inc.
Moody’s	Moody’s Investors Service
MW	Megawatt
MWh	Megawatt hour
NCEMC	North Carolina Electric Membership Corporation
NedPower	A wind-turbine facility joint venture between Dominion and Shell WindEnergy Inc. in Grant County, West Virginia
NGLs	Natural gas liquids
North Anna	North Anna nuclear power station
North Carolina Commission	North Carolina Utilities Commission
NOx	Nitrogen oxide
NPDES	National Pollutant Discharge Elimination System
NRC	Nuclear Regulatory Commission
NSPS	New Source Performance Standards
O&M	Operations and maintenance
ODEC	Old Dominion Electric Cooperative
Ohio Commission	Public Utilities Commission of Ohio
OPEB	Other Postretirement Employee Benefits
PIPP	Percentage of Income Payment Plan
PJM	PJM Interconnection, LLC
ppb	Parts-per-billion
RCC	Replacement Capital Covenants
RGGI	Regional Greenhouse Gas Initiative
Rider B	A rate adjustment clause associated with the recovery of costs related to the conversion of three of Virginia Power’s coal-fired power stations to biomass
Rider R	A rate adjustment clause associated with the recovery of costs related to Bear Garden
Rider S	A rate adjustment clause associated with the recovery of costs related to the Virginia City Hybrid Energy Center
Rider T	A rate adjustment clause associated with the recovery of certain electric transmission-related expenditures
Rider T1	A rate adjustment clause to recover the difference between revenues produced from current Rider T rates included in base rates, and the new revenue requirement developed for the rate year beginning September 1, 2012
Rider W	A rate adjustment clause associated with the recovery of costs related to Warren County
Riders C1 and C2	Rate adjustment clauses associated with the recovery of costs related to certain DSM programs approved in the 2009 DSM case
Riders C1A and C2A	Rate adjustment clauses associated with the recovery of costs related to certain DSM programs approved in the 2011 DSM case
ROE	Return on equity
RTO	Regional transmission organization
Salem Harbor	Salem Harbor power station

PAGE 4

Abbreviation or Acronym	Definition
SEC	Securities and Exchange Commission
September 2006 hybrids	2006 Series B Enhanced Junior Subordinated Notes due 2066
Skiffes Creek-to-Whealton line	Virginia Power project to construct a 20-mile 230 kV line from the proposed Skiffes Creek Switching Station to the Whealton substation
SO2	Sulfur dioxide
Standard & Poor’s	Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc.
State Line	State Line power station
Surry	Surry nuclear power station
Surry-to-Skiffes Creek line	Virginia Power project to construct a 7-mile 500 kV line from Surry to the proposed Skiffes Creek Switching Station
U.S.	United States of America
UAO	Unilateral Administrative Order
UEX Rider	Uncollectible Expense Rider
VIE	Variable interest entity
Virginia City Hybrid Energy Center	A 585 MW baseload carbon-capture compatible, clean coal powered electric generation facility in Wise County, Virginia
Virginia Commission	Virginia State Corporation Commission
Virginia Power	The legal entity, Virginia Electric and Power Company, one or more of its consolidated subsidiaries or operating segments or the entirety of Virginia Power and its consolidated subsidiaries
Warren County	A 1,300 MW, combined-cycle, natural gas-fired power station under construction in Warren County, Virginia

PAGE 5

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

DOMINION RESOURCES, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011(1)			2012(1)			2011(1)
(millions, except per share amounts)
Operating Revenue	$	3,053		$	3,288		$	6,515		$	7,271
Operating Expenses
Electric fuel and other energy-related purchases		906			957			1,841			1,978
Purchased electric capacity		98			116			211			235
Purchased gas		215			365			627			1,007
Other operations and maintenance		782			739			1,415			1,528
Depreciation, depletion and amortization		289			255			576			515
Other taxes		146			123			315			282
Total operating expenses		2,436			2,555			4,985			5,545
Income from operations		617			733			1,530			1,726
Other income		44			39			118			96
Interest and related charges		224			216			452			442
Income from continuing operations including noncontrolling interests before income tax expense		437			556			1,196			1,380
Income tax expense		154			211			413			527
Income from continuing operations including noncontrolling interests		283			345			783			853
Loss from discontinued operations(2)		(18	)		(5	)		(17	)		(30	)
Net Income Including Noncontrolling Interests		265			340			766			823
Noncontrolling Interests		7			4			14			8
Net Income Attributable to Dominion	$	258		$	336		$	752		$	815
Amounts Attributable to Dominion:
Income from continuing operations, net of tax	$	276		$	341		$	769		$	845
Loss from discontinued operations, net of tax		(18	)		(5	)		(17	)		(30	)
Net income attributable to Dominion	$	258		$	336		$	752		$	815
Earnings Per Common Share-Basic
Income from continuing operations	$	0.48		$	0.60		$	1.35		$	1.46
Loss from discontinued operations		(0.03	)		(0.01	)		(0.03	)		(0.05	)
Net income attributable to Dominion	$	0.45		$	0.59		$	1.32		$	1.41
Earnings Per Common Share-Diluted
Income from continuing operations	$	0.48		$	0.59		$	1.34		$	1.46
Loss from discontinued operations		(0.03	)		(0.01	)		(0.03	)		(0.05	)
Net income attributable to Dominion	$	0.45		$	0.58		$	1.31		$	1.41
Dividends declared per common share	$	0.5275		$	0.4925		$	1.0550		$	0.9850

(1) Dominion’s Consolidated Statements of Income for the six months ended June 30, 2012 and the three and six months ended June 30, 2011 have been recast to reflect Salem Harbor and State Line as discontinued operations, as discussed in Note 3.

(2) Includes income tax benefit of $14 million and $3 million for the three months ended June 30, 2012 and 2011, respectively, and $13 million and $9 million for the six months ended June 30, 2012 and 2011, respectively.

The accompanying notes are an integral part of Dominion’s Consolidated Financial Statements.

PAGE 6

DOMINION RESOURCES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
(millions)
Net income including noncontrolling interests	$	265		$	340		$	766		$	823
Other comprehensive income (loss), net of taxes:
Net deferred gains (losses) on derivatives-hedging activities(1)		2			11			130			(74	)
Changes in unrealized net gains (losses) on investment securities(2)		(23	)		2			61			40
Changes in net unrecognized pension and other postretirement benefit costs(3)		1			(2	)		2			23
Amounts reclassified to net income:
Net derivative gains-hedging activities(4)		(31	)		(17	)		(47	)		(4	)
Net realized gains on investment securities(5)		(5	)		(3	)		(14	)		(6	)
Net pension and other postretirement benefit costs(6)		12			7			23			22
Total other comprehensive income (loss)		(44	)		(2	)		155			1
Comprehensive income including noncontrolling interests		221			338			921			824
Comprehensive income attributable to noncontrolling interests		7			4			14			8
Comprehensive income attributable to Dominion	$	214		$	334		$	907		$	816

(1) Net of $(1) million and $(7) million tax for the three months ended June 30, 2012 and 2011, respectively, and net of $(81) million and $51 million tax for the six months ended June 30, 2012 and 2011, respectively.

(2) Net of $16 million and $(2) million tax for the three months ended June 30, 2012 and 2011, respectively, and net of $(41) million and $(27) million tax for the six months ended June 30, 2012 and 2011, respectively.

(3) Net of $(1) million and $1 million tax for the three months ended June 30, 2012 and 2011, respectively, and net of $(1) million and $(16) million tax for the six months ended June 30, 2012 and 2011, respectively.

(4) Net of $11 million and $10 million tax for the three months ended June 30, 2012 and 2011, respectively, and net of $23 million and $5 million tax for the six months ended June 30, 2012 and 2011, respectively.

(5) Net of $3 million and $2 million tax for the three months ended June 30, 2012 and 2011, respectively, and net of $10 million and $4 million tax for the six months ended June 30, 2012 and 2011, respectively.

(6) Net of $(8) million and $(9) million tax for the three months ended June 30, 2012 and 2011, respectively, and net of $(17) million and $(11) million tax for the six months ended June 30, 2012 and 2011, respectively.

The accompanying notes are an integral part of Dominion’s Consolidated Financial Statements.

PAGE 7

DOMINION RESOURCES, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30, 2012			December  31, 2011(1)
(millions)
ASSETS
Current Assets
Cash and cash equivalents	$	162		$	102
Customer receivables (less allowance for doubtful accounts of $28 and $29)		1,494			1,780
Other receivables (less allowance for doubtful accounts of $5 and $8)		184			255
Inventories		1,251			1,348
Derivative assets		661			705
Other		960			1,240
Total current assets		4,712			5,430
Investments
Nuclear decommissioning trust funds		3,186			2,999
Investment in equity method affiliates		537			553
Restricted cash equivalents		70			141
Other		305			292
Total investments		4,098			3,985
Property, Plant and Equipment
Property, plant and equipment		43,732			42,033
Property, plant and equipment, VIE		957			957
Accumulated depreciation, depletion and amortization		(13,768	)		(13,320	)
Total property, plant and equipment, net		30,921			29,670
Deferred Charges and Other Assets
Goodwill		3,141			3,141
Regulatory assets		1,328			1,382
Other		2,216			2,006
Total deferred charges and other assets		6,685			6,529
Total assets	$	46,416		$	45,614

(1) Dominion’s Consolidated Balance Sheet at December 31, 2011 has been derived from the audited Consolidated Financial Statements at that date.

The accompanying notes are an integral part of Dominion’s Consolidated Financial Statements.

PAGE 8

DOMINION RESOURCES, INC.

CONSOLIDATED BALANCE SHEETS—(Continued)

(Unaudited)

	June 30, 2012			December 31, 2011(1)
(millions)
LIABILITIES AND EQUITY
Current Liabilities
Securities due within one year	$	2,141		$	1,479
Short-term debt		1,530			1,814
Accounts payable		917			1,250
Derivative liabilities		752			951
Other		1,466			1,468
Total current liabilities		6,806			6,962
Long-Term Debt
Long-term debt		14,497			14,785
Long-term debt, VIE		875			890
Junior subordinated notes payable to affiliates		268			268
Enhanced junior subordinated notes		1,363			1,451
Total long-term debt		17,003			17,394
Deferred Credits and Other Liabilities
Deferred income taxes and investment tax credits		6,026			5,216
Asset retirement obligations		1,405			1,383
Regulatory liabilities		1,436			1,324
Other		1,530			1,575
Total deferred credits and other liabilities		10,397			9,498
Total liabilities		34,206			33,854
Commitments and Contingencies (see Note 14)
Subsidiary Preferred Stock Not Subject to Mandatory Redemption		257			257
Equity
Common stock – no par(2)		5,351			5,180
Other paid-in capital		153			179
Retained earnings		6,847			6,697
Accumulated other comprehensive loss		(455	)		(610	)
Total common shareholders’ equity		11,896			11,446
Noncontrolling interest		57			57
Total equity		11,953			11,503
Total liabilities and equity	$	46,416		$	45,614

(1) Dominion’s Consolidated Balance Sheet at December 31, 2011 has been derived from the audited Consolidated Financial Statements at that date.

(2) 1 billion shares authorized; 573 million shares and 570 million shares outstanding at June 30, 2012 and December 31, 2011, respectively.

The accompanying notes are an integral part of Dominion’s Consolidated Financial Statements.

PAGE 9

DOMINION RESOURCES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

Six Months Ended June 30,	2012			2011
(millions)
Operating Activities
Net income including noncontrolling interests	$	766		$	823
Adjustments to reconcile net income including noncontrolling interests to net cash provided by operating activities:
Depreciation, depletion and amortization (including nuclear fuel)		704			627
Deferred income taxes and investment tax credits		444			454
Rate refunds		(103	)		(45	)
Other adjustments		(68	)		(80	)
Changes in:
Accounts receivable		363			276
Inventories		75			(31	)
Deferred fuel and purchased gas costs, net		312			(90	)
Accounts payable		(265	)		(394	)
Accrued interest, payroll and taxes		(76	)		(267	)
Margin deposit assets and liabilities		177			(142	)
Other operating assets and liabilities		69			156
Net cash provided by operating activities		2,398			1,287
Investing Activities
Plant construction and other property additions (including nuclear fuel)		(1,960	)		(1,635	)
Proceeds from sales of securities		764			938
Purchases of securities		(763	)		(983	)
Restricted cash equivalents		71			99
Other		24			46
Net cash used in investing activities		(1,864	)		(1,535	)
Financing Activities
Issuance (repayment) of short-term debt, net		(284	)		401
Issuance and remarketing of long-term debt		450			1,060
Repayment of long-term debt		(168	)		(38	)
Issuance of common stock		139			32
Repurchase of common stock		—			(601	)
Common dividend payments		(603	)		(568	)
Subsidiary preferred dividend payments		(8	)		(8	)
Other		—			(12	)
Net cash provided by (used in) financing activities		(474	)		266
Increase in cash and cash equivalents		60			18
Cash and cash equivalents at beginning of period		102			62
Cash and cash equivalents at end of period	$	162		$	80
Supplemental Cash Flow Information
Significant noncash investing activities:
Accrued capital expenditures	$	262		$	197

The accompanying notes are an integral part of Dominion’s Consolidated Financial Statements.

PAGE 10

VIRGINIA ELECTRIC AND POWER COMPANY

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
(millions)
Operating Revenue	$	1,756	$	1,757	$	3,510	$	3,514
Operating Expenses
Electric fuel and other energy-related purchases		602		583		1,216		1,176
Purchased electric capacity		97		116		210		234
Other operations and maintenance:
Affiliated suppliers		82		77		165		150
Other		360		279		583		508
Depreciation and amortization		188		175		376		349
Other taxes		66		56		131		115
Total operating expenses		1,395		1,286		2,681		2,532
Income from operations		361		471		829		982
Other income		17		10		40		39
Interest and related charges		100		84		200		176
Income before income tax expense		278		397		669		845
Income tax expense		106		156		254		326
Net Income		172		241		415		519
Preferred dividends		4		4		8		8
Balance available for common stock	$	168	$	237	$	407	$	511

The accompanying notes are an integral part of Virginia Power’s Consolidated Financial Statements.

PAGE 11

VIRGINIA ELECTRIC AND POWER COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended June 30,					Six Months Ended June 30,
	2012			2011		2012			2011
(millions)
Net income	$	172		$	241	$	415		$	519
Other comprehensive income (loss), net of taxes:
Net deferred losses on derivatives-hedging activities(1)		(2	)		—		(3	)		—
Changes in unrealized net gains (losses) on nuclear decommissioning trust funds(2)		(2	)		—		6			3
Amounts reclassified to net income:
Net derivative (gains) losses-hedging activities(3)		1			—		2			(1	)
Net realized gains on nuclear decommissioning trust funds(4)		(1	)		—		(1	)		—
Other comprehensive income (loss)		(4	)		—		4			2
Comprehensive income	$	168		$	241	$	419		$	521

(1) Net of $2 million and $— million tax for the three months ended June 30, 2012 and 2011, respectively, and net of $2 million and $— million tax for the six months ended June 30, 2012 and 2011, respectively.

(2) Net of $1 million and $— million tax for the three months ended June 30, 2012 and 2011, respectively, and net of $(5) million and $(3) million tax for the six months ended June 30, 2012 and 2011, respectively.

(3) Net of $— million and $1 million tax for the three months ended June 30, 2012 and 2011, respectively, and net of $(1) million and $1 million tax for the six months ended June 30, 2012 and 2011, respectively.

(4) Net of $— million and $— million tax for the three months ended June 30, 2012 and 2011, respectively, and net of $1 million and $— million tax for the six months ended June 30, 2012 and 2011, respectively.

The accompanying notes are an integral part of Virginia Power’s Consolidated Financial Statements.

PAGE 12

VIRGINIA ELECTRIC AND POWER COMPANY

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30, 2012			December 31, 2011(1)
(millions)
ASSETS
Current Assets
Cash and cash equivalents	$	27		$	29
Customer receivables (less allowance for doubtful accounts of $10 and $11)		879			892
Other receivables (less allowance for doubtful accounts of $4 and $7)		129			145
Inventories (average cost method)		756			797
Prepayments		86			41
Other		270			532
Total current assets		2,147			2,436
Investments
Nuclear decommissioning trust funds		1,451			1,370
Other		14			36
Total investments		1,465			1,406
Property, Plant and Equipment
Property, plant and equipment		29,519			28,626
Accumulated depreciation and amortization		(9,872	)		(9,615	)
Total property, plant and equipment, net		19,647			19,011
Deferred Charges and Other Assets
Intangible assets		188			183
Regulatory assets		363			399
Other		82			109
Total deferred charges and other assets		633			691
Total assets	$	23,892		$	23,544

(1) Virginia Power’s Consolidated Balance Sheet at December 31, 2011 has been derived from the audited Consolidated Financial Statements at that date.

The accompanying notes are an integral part of Virginia Power’s Consolidated Financial Statements.

PAGE 13

VIRGINIA ELECTRIC AND POWER COMPANY

CONSOLIDATED BALANCE SHEETS—(Continued)

(Unaudited)

	June 30, 2012		December  31, 2011(1)
(millions)
LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities
Securities due within one year	$	1,017	$	616
Short-term debt		465		894
Accounts payable		362		405
Payables to affiliates		80		108
Affiliated current borrowings		187		187
Accrued interest, payroll and taxes		205		226
Other		562		685
Total current liabilities		2,878		3,121
Long-Term Debt		6,285		6,246
Deferred Credits and Other Liabilities
Deferred income taxes and investment tax credits		3,487		3,180
Asset retirement obligations		635		624
Regulatory liabilities		1,204		1,095
Other		252		271
Total deferred credits and other liabilities		5,578		5,170
Total liabilities		14,741		14,537
Commitments and Contingencies (see Note 14)
Preferred Stock Not Subject to Mandatory Redemption		257		257
Common Shareholder’s Equity
Common stock – no par(2)		5,738		5,738
Other paid-in capital		1,112		1,111
Retained earnings		2,021		1,882
Accumulated other comprehensive income		23		19
Total common shareholder’s equity		8,894		8,750
Total liabilities and shareholder’s equity	$	23,892	$	23,544

(1) Virginia Power’s Consolidated Balance Sheet at December 31, 2011 has been derived from the audited Consolidated Financial Statements at that date.

(2) 500,000 shares authorized; 274,723 shares outstanding at June 30, 2012 and December 31, 2011.

The accompanying notes are an integral part of Virginia Power’s Consolidated Financial Statements.

PAGE 14

VIRGINIA ELECTRIC AND POWER COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Six Months Ended June 30,	2012			2011
(millions)
Operating Activities
Net income	$	415		$	519
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including nuclear fuel)		444			410
Deferred income taxes and investment tax credits		188			328
Rate refunds		(103	)		(45	)
Other adjustments		(36	)		(55	)
Changes in:
Accounts receivable		33			(114	)
Affiliated accounts receivable and payable		11			2
Inventories		41			(92	)
Deferred fuel expenses		293			(105	)
Accounts payable		(11	)		(57	)
Accrued interest, payroll and taxes		(21	)		(15	)
Other operating assets and liabilities		97			61
Net cash provided by operating activities		1,351			837
Investing Activities
Plant construction and other property additions		(956	)		(898	)
Purchases of nuclear fuel		(125	)		(118	)
Purchases of securities		(361	)		(616	)
Proceeds from sales of securities		353			596
Restricted cash equivalents		22			63
Other		(17	)		—
Net cash used in investing activities		(1,084	)		(973	)
Financing Activities
Issuance (repayment) of short-term debt, net		(429	)		333
Repayment of affiliated current borrowings, net		—			(44	)
Issuance/remarketing of long-term debt		450			160
Repayment of long-term debt		(9	)		(8	)
Common dividend payments		(269	)		(249	)
Preferred dividend payments		(8	)		(8	)
Other		(4	)		—
Net cash provided by (used in) financing activities		(269	)		184
Increase (decrease) in cash and cash equivalents		(2	)		48
Cash and cash equivalents at beginning of period		29			5
Cash and cash equivalents at end of period	$	27		$	53
Supplemental Cash Flow Information
Significant noncash investing activities:
Accrued capital expenditures	$	126		$	104

The accompanying notes are an integral part of Virginia Power’s Consolidated Financial Statements.

PAGE 15

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Nature of Operations

Dominion, headquartered in Richmond, Virginia, is one of the nation’s largest producers and transporters of energy. Dominion’s operations are conducted through various subsidiaries, including Virginia Power, a regulated public utility that generates, transmits and distributes electricity for sale in Virginia and northeastern North Carolina.

Note 2. Significant Accounting Policies

As permitted by the rules and regulations of the SEC, Dominion’s and Virginia Power’s accompanying unaudited Consolidated Financial Statements contain certain condensed financial information and exclude certain footnote disclosures normally included in annual audited consolidated financial statements prepared in accordance with GAAP. These unaudited Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2011 and their Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.

In Dominion’s and Virginia Power’s opinion, the accompanying unaudited Consolidated Financial Statements contain all adjustments necessary to present fairly their financial position as of June 30, 2012, their results of operations for the three and six months ended June 30, 2012 and 2011 and their cash flows for the six months ended June 30, 2012 and 2011. Such adjustments are normal and recurring in nature unless otherwise noted.

The Companies make certain estimates and assumptions in preparing their Consolidated Financial Statements in accordance with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods presented. Actual results may differ from those estimates.

Dominion’s and Virginia Power’s accompanying unaudited Consolidated Financial Statements include, after eliminating intercompany transactions and balances, their accounts and those of their respective majority-owned subsidiaries and those VIEs where Dominion has been determined to be the primary beneficiary.

The results of operations for interim periods are not necessarily indicative of the results expected for the full year. Information for quarterly periods is affected by seasonal variations in sales, rate changes, electric fuel and other energy-related purchases, purchased gas expenses and other factors.

Certain amounts in Dominion’s and Virginia Power’s 2011 Consolidated Financial Statements and Notes have been reclassified to conform to the 2012 presentation for comparative purposes. The reclassifications did not affect the Companies’ net income, total assets, liabilities, equity or cash flows.

Amounts disclosed for Dominion are inclusive of Virginia Power, where applicable.

Note 3. Dispositions

In June 2012, Dominion entered into an agreement to sell Salem Harbor. FERC approval was received in July 2012 and the transaction is expected to close in the third quarter. In the second quarter of 2012, the assets and liabilities to be disposed were classified as held for sale and adjusted to their estimated fair value less cost to sell, resulting in a pre-tax charge of $27 million ($16 million after-tax), which is included in loss from discontinued operations in Dominion’s Consolidated Statements of Income. This was considered a Level 2 fair value measurement as it was based on the negotiated sales price. As of June 30, 2012, Salem Harbor’s assets and liabilities classified as held for sale are included in other current assets and other current liabilities, respectively, in Dominion’s Consolidated Balance Sheet.

During the second quarter of 2012, Dominion sold State Line, which ceased operations in March 2012.

PAGE 16

The following table presents selected information regarding the results of operations of Salem Harbor and State Line, which were reclassified to discontinued operations in Dominion’s Consolidated Statements of Income for all periods presented:

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
(millions)
Operating revenue	$	22		$	53		$	52		$	127
Loss before income taxes		(32	)		(8	)		(30	)		(39	)

The carrying amounts of the major classes of Salem Harbor’s assets and liabilities classified as held for sale and included in other current assets and other current liabilities in Dominion’s Consolidated Balance Sheet are as follows:

	June 30, 2012
(millions)
ASSETS
Inventories	$	22
Disposal group valuation allowance		(22	)
Total assets		—
LIABILITIES
Current liabilities		6
Deferred credits and other liabilities		13
Total liabilities	$	19

Note 4. Operating Revenue

The Companies’ operating revenue consists of the following:

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
(millions)
Dominion
Electric sales:
Regulated	$	1,725	$	1,728	$	3,449	$	3,458
Nonregulated		675		741		1,383		1,608
Gas sales:
Regulated		33		44		132		183
Nonregulated		165		337		563		939
Gas transportation and storage		305		322		710		860
Other		150		116		278		223
Total operating revenue	$	3,053	$	3,288	$	6,515	$	7,271
Virginia Power
Regulated electric sales	$	1,725	$	1,728	$	3,449	$	3,458
Other		31		29		61		56
Total operating revenue	$	1,756	$	1,757	$	3,510	$	3,514

PAGE 17

Note 5. Income Taxes

Continuing Operations

For continuing operations, including noncontrolling interests, the statutory U.S. federal income tax rate reconciles to Dominion’s and Virginia Power’s effective income tax rate as follows:

	Dominion						Virginia Power
Six Months Ended June 30,	2012			2011			2012			2011
U.S. statutory rate		35.0	%		35.0	%		35.0	%		35.0	%
Increases (reductions) resulting from:
State taxes, net of federal benefit		3.7			3.7			3.9			3.9
Valuation allowances		(1.8	)		0.1			—			—
AFUDC – equity		(0.7	)		(0.5	)		(1.1	)		(0.6	)
Other, net		(1.7	)		(0.1	)		0.1			0.3
Effective tax rate		34.5	%		38.2	%		37.9	%		38.6	%

Dominion’s effective tax rate in 2012 reflects a $22 million reduction of a valuation allowance related to certain state operating loss carryforwards. As disclosed in Note 16 to the Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended December 31, 2011, Dominion expects to purchase Fairless in 2013. Dominion currently operates the facility under a lease and, as a result of a 2012 contract modification, the exercise price of Dominion’s option to purchase Fairless is fixed at approximately $923 million. After considering the results of Fairless’ operations in recent years and a forecast of future operating results reflecting the planned purchase of the facility, Dominion has concluded that it is more likely than not that the tax benefit of the operating losses will be realized. Significant assumptions include future commodity prices, in particular, those for electric energy produced by Fairless and those for natural gas, as compared to other fuels used for the generation of electricity, which will significantly influence the extent to which Fairless is dispatched by PJM. Realization of these tax benefits ultimately depends on whether or not the expected future operating results are achieved. Dominion will continue to evaluate the likelihood of realizing these tax benefits on a quarterly basis.

As of June 30, 2012, there have been no material changes in Dominion’s and Virginia Power’s unrecognized tax benefits or possible changes that could reasonably be expected to occur during the next twelve months. See Note 6 to the Consolidated Financial Statements in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2011 for a discussion of these unrecognized tax benefits.

Discontinued Operations

Dominion’s effective tax rate for the six months ended June 30, 2011 reflects an expectation that State Line’s deferred tax assets, including 2011 operating losses, will not be realized in State Line’s separately filed state tax returns.

PAGE 18

Note 6. Earnings Per Share

The following table presents the calculation of Dominion’s basic and diluted EPS:

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
(millions, except EPS)
Net income attributable to Dominion	$	258	$	336	$	752	$	815
Average shares of common stock outstanding – Basic		572.0		573.4		571.3		576.6
Net effect of potentially dilutive securities(1)		1.1		1.8		1.2		1.3
Average shares of common stock outstanding – Diluted		573.1		575.2		572.5		577.9
Earnings Per Common Share – Basic	$	0.45	$	0.59	$	1.32	$	1.41
Earnings Per Common Share – Diluted	$	0.45	$	0.58	$	1.31	$	1.41

(1) Potentially dilutive securities consist of options, goal-based stock and contingently convertible senior notes.

There were no potentially dilutive securities excluded from the calculation of diluted EPS for the three and six months ended June 30, 2012 and 2011.

Note 7. Fair Value Measurements

Dominion’s and Virginia Power’s fair value measurements are made in accordance with the policies discussed in Note 7 to the Consolidated Financial Statements in their Annual Report on Form 10-K for the year ended December 31, 2011. See Note 8 in this report for further information about their derivatives and hedge accounting activities.

Dominion’s and Virginia Power’s commodity derivative valuations are prepared by the ERM department. The ERM department reports directly to the Companies’ CFO. The ERM department creates a daily computer-generated file containing mark-to-market valuations for the Companies’ derivative transactions. Standard transactions are programmatically calculated using software. The inputs that go into the mark-to-market valuations are transactional information stored in the systems of record and market pricing information that resides in data warehouse databases. The majority of forward prices are automatically uploaded into the data warehouse databases from various third-party sources. Inputs obtained from third-party sources are evaluated for reliability considering the reputation, independence, market presence, and methodology used by the third-party. If forward prices are not available from third-party sources, then the ERM department models the forward prices based on other available market data. A team consisting of risk management and risk quantitative analysts meets each business day to assess the validity of market prices and mark-to-market valuations. During this meeting, the changes in mark-to-market valuations from period to period are examined and qualified against historical expectations. If any discrepancies are identified during this process, the mark-to-market valuations or the market pricing information is evaluated further and adjusted, if necessary.

Dominion and Virginia Power enter into certain physical and financial forwards and futures, options, and full requirements contracts, which are considered Level 3 as they have one or more inputs that are not observable and are significant to the valuation. The discounted cash flow method is used to value Level 3 physical and financial forwards, futures, and full requirements contracts. An option model is used to value Level 3 physical and financial options. The discounted cash flow model for forwards and futures calculates mark-to-market valuations based on forward market prices, original transaction prices, volumes, risk-free rate of return and credit spreads. Full requirements contracts add load shaping and usage factors in addition to the discounted cash flow model inputs. The option model calculates mark-to-market valuations using variations of the Black-Scholes option model. The inputs into the models are the forward market prices, implied price volatilities, risk-free rate of return, the option expiration dates, the option strike prices, price correlations, the original sales prices, and volumes. For Level 3 fair value measurements, the forward market prices, the implied price volatilities, price correlations, load shaping, and usage factors are considered unobservable. The unobservable inputs are developed and substantiated using historical information, available market data, third-party data, and statistical analysis. Periodically, inputs to valuation models are reviewed and revised as needed, based on historical information, updated market data, market liquidity and relationships, and changes in third-party pricing sources.

The following table presents Dominion’s quantitative information about Level 3 fair value measurements. Included are descriptions of the valuation techniques, the significant unobservable inputs, and the range of market price, price correlation and price volatility inputs used in the fair value measurements at June 30, 2012 for each category of transaction and commodity type. The range and weighted average are presented in dollars for market price inputs and percentages for price volatility, price correlations, load shaping, and usage factors.

PAGE 19

	Fair Value (millions)		Valuation Techniques	Unobservable Input	Range			Weighted Average(1)
At June 30, 2012
Assets:
Physical and Financial Forwards and Futures:
Natural Gas(2)	$	33	Discounted Cash Flow	Market Price (per Dth) (4)		(1) - 6			3
Electricity		72	Discounted Cash Flow	Market Price (per MWh) (4)		32 - 60			43
FTRs		3	Discounted Cash Flow	Market Price (per MWh) (4)		(5) - 5			0
Capacity		9	Discounted Cash Flow	Market Price (per MW) (4)		95 - 115			100
Liquids(3)		56	Discounted Cash Flow	Market Price (per Gal) (4)		0 - 2			1
Physical and Financial Options:
Natural Gas		5	Option Model	Market Price (per Dth) (4)		2 - 5			4
				Price Volatility (5)		22% - 62	%		29	%
				Price Correlation (6)		73	%		73	%
Full Requirements Contracts:
Electricity		32	Discounted Cash Flow	Market Price (per MWh) (4)		8 - 464			42
				Load Shaping (7)		2% - 6	%		4	%
				Usage Factor (8)		4% - 14	%		9	%
Total assets	$	210
Liabilities:
Physical and Financial Forwards and Futures:
Natural Gas(2)	$	20	Discounted Cash Flow	Market Price (per Dth) (4)		(1) - 6			1
Electricity		16	Discounted Cash Flow	Market Price (per MWh) (4)		23 - 73			42
FTRs		3	Discounted Cash Flow	Market Price (per MWh) (4)		(2) - 5			1
Liquids(3)		1	Discounted Cash Flow	Market Price (per Gal) (4)		2 - 3			2
Physical and Financial Options:
Natural Gas(2)		15	Option Model	Market Price (per Dth) (4)		(1) - 5			3
				Price Volatility (5)		22% - 62	%		34	%
				Price Correlation (6)		99	%		99	%
Total liabilities	$	55

(1) Averages weighted by volume.

(2) Includes basis.

(3) Includes NGLs and oil.

(4) Represents market prices beyond defined terms for Levels 1 & 2.

(5) Represents volatilities unrepresented in published markets.

(6) Represents intra-price correlations for which markets do not exist.

(7) Converts block monthly loads to 24-hour load shapes.

(8) Represents expected increase (decrease) in sales volumes compared to historical usage.

PAGE 20

Sensitivity of the fair value measurements to changes in the significant unobservable inputs is as follows:

Significant Unobservable Inputs	Position	Change to Input	Impact on Fair Value Measurement
Market Price	Buy	Increase (decrease)	Gain (loss)
Market Price	Sell	Increase (decrease)	Loss (gain)
Price Volatility	Buy	Increase (decrease)	Gain (loss)
Price Volatility	Sell	Increase (decrease)	Loss (gain)
Price Correlation	Buy	Increase (decrease)	Loss (gain)
Price Correlation	Sell	Increase (decrease)	Gain (loss)
Load Factor	Sell(1)	Increase (decrease)	Loss (gain)
Usage Factor	Sell(2)	Increase (decrease)	Gain (loss)

(1) Assumes the contract is in a gain position and load increases during peak hours.

(2) Assumes the contract is in a gain position.

Non-recurring Fair Value Measurements

During March 2011, Dominion determined that it was unlikely that State Line would participate in the May 2011 PJM capacity base residual auction that would commit State Line’s capacity from June 2014 through May 2015. This determination reflected an expectation that margins for coal-fired generation will remain compressed in the 2014 and 2015 period in combination with the expectation that State Line may be impacted during the same time period by environmental regulations that would likely require significant capital expenditures. As a result, Dominion evaluated State Line for impairment since it was more likely than not that State Line would be retired before the end of its previously estimated useful life. As a result of this evaluation, Dominion recorded an impairment charge of $55 million ($39 million after-tax), which is now reflected in loss from discontinued operations in its Consolidated Statement of Income, to write down State Line’s long-lived assets to their estimated fair value of less than $1 million. As management was not aware of any recent market transactions for comparable assets with sufficient transparency to develop a market approach to fair value, Dominion used the income approach (discounted cash flows) to estimate the fair value of State Line’s long-lived assets in the impairment test. This was considered a Level 3 fair value measurement due to the use of significant unobservable inputs including estimates of future power and other commodity prices. State Line was retired in March 2012 and sold in the second quarter of 2012. See Note 3 for further information.

See Note 3 for non-recurring fair value measurement related to Salem Harbor.

PAGE 21

Recurring Fair Value Measurements

Dominion

The following table presents Dominion’s assets and liabilities that are measured at fair value on a recurring basis for each hierarchy level, including both current and noncurrent portions:

	Level 1		Level 2		Level 3		Total
(millions)
At June 30, 2012
Assets:
Derivatives:
Commodity	$	26	$	771	$	210	$	1,007
Interest rate		—		104		—		104
Investments(1):
Equity securities:
U.S.:
Large cap		1,865		—		—		1,865
Other		55		—		—		55
Non-U.S.:
Large cap		10		—		—		10
Fixed income:
Corporate debt instruments		—		299		—		299
U.S. Treasury securities and agency debentures		298		160		—		458
State and municipal		—		360		—		360
Other		—		19		—		19
Cash equivalents and other		—		78		—		78
Restricted cash equivalents		—		70		—		70
Total assets	$	2,254	$	1,861	$	210	$	4,325
Liabilities:
Derivatives:
Commodity	$	10	$	555	$	55	$	620
Interest rate		—		321		—		321
Total liabilities	$	10	$	876	$	55	$	941
At December 31, 2011
Assets:
Derivatives:
Commodity	$	44	$	828	$	93	$	965
Interest rate		—		105		—		105
Investments(1):
Equity securities:
U.S.:
Large cap		1,718		—		—		1,718
Other		51		—		—		51
Non-U.S.:
Large cap		10		—		—		10
Fixed income:
Corporate debt instruments		—		332		—		332
U.S. Treasury securities and agency debentures		277		181		—		458
State and municipal		—		329		—		329
Other		—		23		—		23
Cash equivalents and other		—		60		—		60
Restricted cash equivalents		—		141		—		141
Total assets	$	2,100	$	1,999	$	93	$	4,192
Liabilities:
Derivatives:
Commodity	$	10	$	714	$	164	$	888
Interest rate		—		269		—		269
Total liabilities	$	10	$	983	$	164	$	1,157

(1) Includes investments held in the nuclear decommissioning and rabbi trusts.

PAGE 22

The following table presents the net change in Dominion’s assets and liabilities measured at fair value on a recurring basis and included in the Level 3 fair value category:

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
(millions)
Beginning balance	$	(61	)	$	(163	)	$	(71	)	$	(50	)
Total realized and unrealized gains (losses):
Included in earnings		12			(22	)		(23	)		(8	)
Included in other comprehensive income (loss)		166			35			171			(59	)
Included in regulatory assets/liabilities		18			(11	)		29			(32	)
Settlements		21			39			51			23
Transfers out of Level 3		(1	)		—			(2	)		4
Ending balance	$	155		$	(122	)	$	155		$	(122	)
The amount of gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets/liabilities still held at the reporting date	$	33		$	27		$	33		$	31

The following table presents Dominion’s classification of gains and losses included in earnings in the Level 3 fair value category:

	Operating revenue		Electric fuel and other energy- related purchases			Total
(millions)
Three Months Ended June 30, 2012
Total gains (losses) included in earnings	$	32	$	(20	)	$	12
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets/liabilities still held at the reporting date		33		—			33
Three Months Ended June 30, 2011
Total gains (losses) included in earnings	$	2	$	(24	)	$	(22	)
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets/liabilities still held at the reporting date		27		—			27
Six Months Ended June 30, 2012
Total gains (losses) included in earnings	$	23	$	(46	)	$	(23	)
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets/liabilities still held at the reporting date		33		—			33
Six Months Ended June 30, 2011
Total gains (losses) included in earnings	$	—	$	(8	)	$	(8	)
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets/liabilities still held at the reporting date		31		—			31

PAGE 23

Virginia Power

The following table presents Virginia Power’s assets and liabilities that are measured at fair value on a recurring basis for each hierarchy level, including both current and noncurrent portions:

	Level 1		Level 2		Level 3		Total
(millions)
At June 30, 2012
Assets:
Derivatives:
Commodity	$	—	$	1	$	4	$	5
Investments(1):
Equity securities:
U.S.:
Large cap		737		—		—		737
Other		24		—		—		24
Fixed income:
Corporate debt instruments		—		180		—		180
U.S. Treasury securities and agency debentures		116		71		—		187
State and municipal		—		148		—		148
Other		—		14		—		14
Cash equivalents and other		—		35		—		35
Restricted cash equivalents		—		11		—		11
Total assets	$	877	$	460	$	4	$	1,341
Liabilities:
Derivatives:
Commodity	$	—	$	8	$	3	$	11
Interest rate		—		105		—		105
Total liabilities	$	—	$	113	$	3	$	116
At December 31, 2011
Assets:
Derivatives:
Commodity	$	—	$	—	$	2	$	2
Investments(1):
Equity securities:
U.S.:
Large cap		679		—		—		679
Other		23		—		—		23
Fixed income:
Corporate debt instruments		—		214		—		214
U.S. Treasury securities and agency debentures		107		63		—		170
State and municipal		—		125		—		125
Other		—		16		—		16
Cash equivalents and other		—		40		—		40
Restricted cash equivalents		—		32		—		32
Total assets	$	809	$	490	$	2	$	1,301
Liabilities:
Derivatives:
Commodity	$	—	$	17	$	30	$	47
Interest rate		—		100		—		100
Total liabilities	$	—	$	117	$	30	$	147

(1) Includes investments held in the nuclear decommissioning and rabbi trusts.

PAGE 24

The following table presents the net change in Virginia Power’s assets and liabilities measured at fair value on a recurring basis and included in the Level 3 fair value category:

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
(millions)
Beginning balance	$	(17	)	$	(7	)	$	(28	)	$	14
Total realized and unrealized gains (losses):
Included in earnings		(19	)		(24	)		(46	)		(8	)
Included in regulatory assets/liabilities		18			(11	)		29			(32	)
Settlements		19			24			46			8
Ending balance	$	1		$	(18	)	$	1		$	(18	)

The gains and losses included in earnings in the Level 3 fair value category were classified in electric fuel and other energy-related purchases in Virginia Power’s Consolidated Statements of Income for the three and six months ended June 30, 2012 and 2011. There were no unrealized gains and losses included in earnings in the Level 3 fair value category relating to assets/liabilities still held at the reporting date for the three and six months ended June 30, 2012 and 2011.

Fair Value of Financial Instruments

Substantially all of Dominion’s and Virginia Power’s financial instruments are recorded at fair value, with the exception of the instruments described below that are reported at historical cost. Estimated fair values have been determined using available market information and valuation methodologies considered appropriate by management. The carrying amount of cash and cash equivalents, customer and other receivables, short-term debt and accounts payable are representative of fair value because of the short-term nature of these instruments. For Dominion’s and Virginia Power’s financial instruments that are not recorded at fair value, the carrying amounts and estimated fair values are as follows:

	June 30, 2012				December 31, 2011
	Carrying Amount		Estimated  Fair Value(1)		Carrying Amount		Estimated  Fair Value(1)
(millions)
Dominion
Long-term debt, including securities due within one year(2)	$	16,638	$	19,672	$	16,264	$	18,936
Long-term debt, VIE(3)		875		880		890		892
Junior subordinated notes payable to affiliates		268		275		268		268
Enhanced junior subordinated notes		1,363		1,457		1,451		1,518
Subsidiary preferred stock(4)		257		268		257		256
Virginia Power
Long-term debt, including securities due within one year(2)	$	7,302	$	8,919	$	6,862	$	8,281
Preferred stock(4)		257		268		257		256

(1) Fair value is estimated using market prices, where available, and interest rates currently available for issuance of debt with similar terms and remaining maturities. All fair value measurements are classified as Level 2. The carrying amount of debt issues with short-term maturities and variable rates refinanced at current market rates is a reasonable estimate of their fair value.

(2) Includes amounts which represent the unamortized discount and premium. At June 30, 2012 and December 31, 2011, includes the valuation of certain fair value hedges associated with Dominion’s fixed rate debt of approximately $103 million and $105 million, respectively.

(3) Includes amounts which represent the unamortized premium.

(4) Includes deferred issuance expenses of $2 million at June 30, 2012 and December 31, 2011.

Note 8. Derivatives and Hedge Accounting Activities

Dominion’s and Virginia Power’s accounting policies and objectives and strategies for using derivative instruments are discussed in Note 2 to the Consolidated Financial Statements in their Annual Report on Form 10-K for the year ended December 31, 2011. See Note 7 in this report for further information about fair value measurements and associated valuation methods for derivatives.

PAGE 25

Dominion

The following table presents the volume of Dominion’s derivative activity as of June 30, 2012. These volumes are based on open derivative positions and represent the combined absolute value of their long and short positions, except in the case of offsetting transactions, for which they represent the absolute value of the net volume of their long and short positions.

	Current		Noncurrent
Natural Gas (bcf):
Fixed price(1)		306		74
Basis(1)		817		495
Electricity (MWh):
Fixed price(1)		25,636,509		19,532,389
FTRs		97,639,210		353,110
Capacity (MW)		49,825		266,460
Liquids (Gal)(2)		141,162,000		204,960,000
Interest rate	$	2,200,000,000	$	2,840,000,000

(1) Includes options.

(2) Includes NGLs and oil.

For the three and six months ended June 30, 2012 and 2011, gains or losses on hedging instruments determined to be ineffective and amounts excluded from the assessment of effectiveness were not material. Amounts excluded from the assessment of effectiveness include gains or losses attributable to changes in the time value of options and changes in the differences between spot prices and forward prices.

The following table presents selected information related to gains (losses) on cash flow hedges included in AOCI in Dominion’s Consolidated Balance Sheet at June 30, 2012:

	AOCI After-Tax			Amounts Expected to be Reclassified to Earnings during  the next 12 Months After-Tax			Maximum Term
(millions)
Commodities:
Gas	$	(26	)	$	(18	)		30 months
Electricity		180			68			42 months
NGLs		34			12			30 months
Other		5			3			47 months
Interest rate		(164	)		(14	)		366 months
Total	$	29		$	51

The amounts that will be reclassified from AOCI to earnings will generally be offset by the recognition of the hedged transactions (e.g., anticipated sales) in earnings, thereby achieving the realization of prices contemplated by the underlying risk management strategies and will vary from the expected amounts presented above as a result of changes in market prices and interest rates.

PAGE 26

Fair Value and Gains and Losses on Derivative Instruments

The following table presents the fair values of Dominion’s derivatives and where they are presented in its Consolidated Balance Sheets:

	Fair Value  – Derivatives under Hedge Accounting		Fair Value  – Derivatives  not under Hedge Accounting		Total Fair Value
(millions)
June 30, 2012
ASSETS
Current Assets
Commodity	$	238	$	384	$	622
Interest rate		39		—		39
Total current derivative assets		277		384		661
Noncurrent Assets
Commodity		277		108		385
Interest rate		65		—		65
Total noncurrent derivative assets(1)		342		108		450
Total derivative assets	$	619	$	492	$	1,111
LIABILITIES
Current Liabilities
Commodity	$	95	$	369	$	464
Interest rate		256		32		288
Total current derivative liabilities		351		401		752
Noncurrent Liabilities
Commodity		78		78		156
Interest rate		23		10		33
Total noncurrent derivative liabilities(2)		101		88		189
Total derivative liabilities	$	452	$	489	$	941
December 31, 2011
ASSETS
Current Assets
Commodity	$	176	$	495	$	671
Interest rate		34		—		34
Total current derivative assets		210		495		705
Noncurrent Assets
Commodity		198		96		294
Interest rate		71		—		71
Total noncurrent derivative assets(1)		269		96		365
Total derivative assets	$	479	$	591	$	1,070
LIABILITIES
Current Liabilities
Commodity	$	162	$	530	$	692
Interest rate		222		37		259
Total current derivative liabilities		384		567		951
Noncurrent Liabilities
Commodity		118		78		196
Interest rate		—		10		10
Total noncurrent derivative liabilities(2)		118		88		206
Total derivative liabilities	$	502	$	655	$	1,157

(1) Noncurrent derivative assets are presented in other deferred charges and other assets in Dominion’s Consolidated Balance Sheets.

(2) Noncurrent derivative liabilities are presented in other deferred credits and other liabilities in Dominion’s Consolidated Balance Sheets.

PAGE 27

The following tables present the gains and losses on Dominion’s derivatives, as well as where the associated activity is presented in its Consolidated Balance Sheets and Statements of Income:

Derivatives in cash flow hedging relationships	Amount of  Gain (Loss) Recognized in AOCI  on Derivatives (Effective Portion)(1)			Amount of Gain (Loss) Reclassified from AOCI to Income			Increase (Decrease) in Derivatives Subject to Regulatory Treatment(2)
(millions)
Three Months Ended June 30, 2012
Derivative Type and Location of Gains (Losses)
Commodity:
Operating revenue				$	63
Purchased gas					(17	)
Electric fuel and other energy-related purchases					(5	)
Total commodity	$	111			41		$	9
Interest rate(3)		(108	)		1			(68	)
Total	$	3		$	42		$	(59	)
Three Months Ended June 30, 2011
Derivative Type and Location of Gains (Losses)
Commodity:
Operating revenue				$	32
Purchased gas					(7	)
Electric fuel and other energy-related purchases					1
Purchased electric capacity					1
Total commodity	$	49			27		$	(4	)
Interest rate(3)		(31	)		—			1
Total	$	18		$	27		$	(3	)
Six Months Ended June 30, 2012
Derivative Type and Location of Gains (Losses)
Commodity:
Operating revenue				$	127
Purchased gas					(47	)
Electric fuel and other energy-related purchases					(12	)
Total commodity	$	287			68		$	8
Interest rate(3)		(76	)		2			(41	)
Total	$	211		$	70		$	(33	)
Six Months Ended June 30, 2011
Derivative Type and Location of Gains (Losses)
Commodity:
Operating revenue				$	60
Purchased gas					(55	)
Electric fuel and other energy-related purchases					2
Purchased electric capacity					2
Total commodity	$	(93	)		9		$	(9	)
Interest rate(3)		(32	)		—			—
Total	$	(125	)	$	9		$	(9	)

(1) Amounts deferred into AOCI have no associated effect in Dominion’s Consolidated Statements of Income.

(2) Represents net derivative activity deferred into and amortized out of regulatory assets/liabilities. Amounts deferred into regulatory assets/liabilities have no associated effect in Dominion’s Consolidated Statements of Income.

(3) Amounts recorded in Dominion’s Consolidated Statements of Income are classified in interest and related charges.

PAGE 28

	Amount of Gain (Loss) Recognized in Income on Derivatives(1)
	Three Months Ended June 30,						Six Months Ended June 30,
Derivatives not designated as hedging instruments	2012			2011			2012			2011
(millions)
Derivative Type and Location of Gains (Losses)
Commodity
Operating revenue	$	34		$	23		$	103		$	42
Purchased gas		5			(7	)		(5	)		(18	)
Electric fuel and other energy-related purchases		(9	)		(24	)		(36	)		(8	)
Interest rate(2)		9			—			7			—
Total	$	39		$	(8	)	$	69		$	16

(1) Includes derivative activity amortized out of regulatory assets/liabilities. Amounts deferred into regulatory assets/liabilities have no associated effect in Dominion’s Consolidated Statements of Income.

(2) Amounts recorded in Dominion’s Consolidated Statements of Income are classified in interest and related charges.

Virginia Power

The following table presents the volume of Virginia Power’s derivative activity as of June 30, 2012. These volumes are based on open derivative positions and represent the combined absolute value of their long and short positions, except in the case of offsetting transactions, for which they represent the absolute value of the net volume of their long and short positions.

	Current		Noncurrent
Natural Gas (bcf):
Fixed price		23		—
Basis		12		—
Electricity (MWh):
Fixed price		580,000		—
FTRs		95,756,457		—
Capacity (MW)		15,000		185,800
Interest rate	$	500,000,000	$	840,000,000

For the three and six months ended June 30, 2012 and 2011, gains or losses on hedging instruments determined to be ineffective and amounts excluded from the assessment of effectiveness were not material. Amounts excluded from the assessment of effectiveness include gains or losses attributable to changes in the time value of options and changes in the differences between spot prices and forward prices.

PAGE 29

Fair Value and Gains and Losses on Derivative Instruments

The following table presents the fair values of Virginia Power’s derivatives and where they are presented in its Consolidated Balance Sheets:

	Fair Value – Derivatives under Hedge Accounting		Fair Value – Derivatives not under Hedge Accounting		Total Fair Value
(millions)
June 30, 2012
ASSETS
Current Assets
Commodity	$	1	$	4	$	5
Total current derivative assets(1)		1		4		5
Total derivative assets	$	1	$	4	$	5
LIABILITIES
Current Liabilities
Commodity	$	5	$	4	$	9
Interest rate		41		32		73
Total current derivative liabilities(2)		46		36		82
Noncurrent Liabilities
Commodity		2		—		2
Interest rate		22		10		32
Total noncurrent derivative liabilities(3)		24		10		34
Total derivative liabilities	$	70	$	46	$	116
December 31, 2011
ASSETS
Current Assets
Commodity	$	—	$	2	$	2
Total current derivative assets(1)		—		2		2
Total derivative assets	$	—	$	2	$	2
LIABILITIES
Current Liabilities
Commodity	$	14	$	31	$	45
Interest rate		53		37		90
Total current derivative liabilities(2)		67		68		135
Noncurrent Liabilities
Commodity		2		—		2
Interest rate		—		10		10
Total noncurrent derivative liabilities(3)		2		10		12
Total derivative liabilities	$	69	$	78	$	147

(1) Current derivative assets are presented in other current assets in Virginia Power’s Consolidated Balance Sheets.

(2) Current derivative liabilities are presented in other current liabilities in Virginia Power’s Consolidated Balance Sheets.

(3) Noncurrent derivative liabilities are presented in other deferred credits and other liabilities in Virginia Power’s Consolidated Balance Sheets.

PAGE 30

The following tables present the gains and losses on Virginia Power’s derivatives, as well as where the associated activity is presented in its Consolidated Balance Sheets and Statements of Income:

Derivatives in cash flow hedging relationships	Amount of Gain (Loss) Recognized in AOCI on Derivatives (Effective Portion)(1)			Amount of Gain (Loss) Reclassified from AOCI to Income			Increase (Decrease) in Derivatives Subject to Regulatory Treatment(2)
(millions)
Three Months Ended June 30, 2012
Derivative Type and Location of Gains (Losses)
Commodity:
Electric fuel and other energy-related purchases				$	(1	)
Total commodity	$	1			(1	)	$	9
Interest rate(3)		(5	)		—			(68	)
Total	$	(4	)	$	(1	)	$	(59	)
Three Months Ended June 30, 2011
Derivative Type and Location of Gains (Losses)
Commodity:
Purchased electric capacity				$	—
Total commodity	$	—			—		$	(4	)
Interest rate(3)		—			1			1
Total	$	—		$	1		$	(3	)
Six Months Ended June 30, 2012
Derivative Type and Location of Gains (Losses)
Commodity:
Electric fuel and other energy-related purchases				$	(3	)
Total commodity	$	(1	)		(3	)	$	8
Interest rate(3)		(4	)		—			(41	)
Total	$	(5	)	$	(3	)	$	(33	)
Six Months Ended June 30, 2011
Derivative Type and Location of Gains (Losses)
Commodity:
Purchased electric capacity				$	1
Total commodity	$	—			1		$	(9	)
Interest rate(3)		—			1			—
Total	$	—		$	2		$	(9	)

(1) Amounts deferred into AOCI have no associated effect in Virginia Power’s Consolidated Statements of Income.

(2) Represents net derivative activity deferred into and amortized out of regulatory assets/liabilities. Amounts deferred into regulatory assets/liabilities have no associated effect in Virginia Power’s Consolidated Statements of Income.

(3) Amounts are recorded in interest and related charges in Virginia Power’s Consolidated Statements of Income.

PAGE 31

	Amount of Gain (Loss) Recognized in Income on Derivatives(1)
	Three Months Ended June 30,						Six Months Ended June 30,
Derivatives not designated as hedging instruments	2012			2011			2012			2011
(millions)
Derivative Type and Location of Gains (Losses)
Commodity(2)	$	(19	)	$	(24	)	$	(46	)	$	(8	)
Interest rate(3)		1			—			(1	)		—
Total	$	(18	)	$	(24	)	$	(47	)	$	(8	)

(1) Includes derivative activity amortized out of regulatory assets/liabilities. Amounts deferred into regulatory assets/liabilities have no associated effect in Virginia Power’s Consolidated Statements of Income.

(2) Amounts are recorded in electric fuel and other energy-related purchases in Virginia Power’s Consolidated Statements of Income.

(3) Amounts are recorded in interest and related charges in Virginia Power’s Consolidated Statements of Income.

Note 9. Investments

Dominion

Equity and Debt Securities

Rabbi Trust Securities

Marketable equity and debt securities and cash equivalents held in Dominion’s rabbi trusts and classified as trading totaled $91 million and $90 million at June 30, 2012 and December 31, 2011, respectively. Cost method investments held in Dominion’s rabbi trusts totaled $16 million and $17 million at June 30, 2012 and December 31, 2011, respectively.

PAGE 32

Decommissioning Trust Securities

Dominion holds marketable equity and debt securities (classified as available-for-sale), cash equivalents and cost method investments in nuclear decommissioning trust funds to fund future decommissioning costs for its nuclear plants. Dominion’s decommissioning trust funds are summarized below.

	Amortized Cost		Total Unrealized Gains(1)		Total Unrealized Losses (1)			Fair Value
(millions)
June 30, 2012
Marketable equity securities
U.S.:
Large Cap	$	1,185	$	653	$	—		$	1,838
Other		38		11		—			49
Marketable debt securities:
Corporate bonds		277		23		(1	)		299
U.S. Treasury securities and agency debentures		439		21		(2	)		458
State and municipal		294		24		—			318
Other		18		1		—			19
Cost method investments		128		—		—			128
Cash equivalents and other(2)		77		—		—			77
Total	$	2,456	$	733	$	(3	)(3)	$	3,186
December 31, 2011
Marketable equity securities:
U.S.:
Large Cap	$	1,152	$	537	$	—		$	1,689
Other		36		10		—			46
Marketable debt securities:
Corporate bonds		314		19		(1	)		332
U.S. Treasury securities and agency debentures		437		20		(1	)		456
State and municipal		264		24		—			288
Other		23		1		—			24
Cost method investments		118		—		—			118
Cash equivalents and other(2)		46		—		—			46
Total	$	2,390	$	611	$	(2	)(3)	$	2,999

(1) Included in AOCI and the decommissioning trust regulatory liability.

(2) Includes pending sales of securities of $4 million and pending purchases of securities of $11 million at June 30, 2012 and December 31, 2011, respectively.

(3) The fair value of securities in an unrealized loss position was $196 million and $164 million at June 30, 2012 and December 31, 2011, respectively.

PAGE 33

The fair value of Dominion’s marketable debt securities held in nuclear decommissioning trust funds at June 30, 2012 by contractual maturity is as follows:

	Amount
(millions)
Due in one year or less	$	100
Due after one year through five years		271
Due after five years through ten years		326
Due after ten years		397
Total	$	1,094

Presented below is selected information regarding Dominion’s marketable equity and debt securities held in nuclear decommissioning trust funds.

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
(millions)
Proceeds from sales	$	349	$	437	$	764	$	939
Realized gains(1)		28		18		56		32
Realized losses(1)		15		12		19		20

(1) Includes realized gains or losses recorded to the decommissioning trust regulatory liability.

Other-than-temporary impairment losses on investments held in nuclear decommissioning trust funds for Dominion were not material for the three or six months ended June 30, 2012 and 2011.

PAGE 34

Virginia Power

Decommissioning Trust Securities

Virginia Power holds marketable equity and debt securities (classified as available-for-sale), cash equivalents and cost method investments in nuclear decommissioning trust funds to fund future decommissioning costs for its nuclear plants. Virginia Power’s decommissioning trust funds are summarized below.

	Amortized Cost		Total Unrealized Gains(1)		Total Unrealized Losses(1)			Fair Value
(millions)
June 30, 2012
Marketable equity securities:
U.S.:
Large Cap	$	470	$	266	$	—		$	736
Other		19		5		—			24
Marketable debt securities:
Corporate bonds		167		14		(1	)		180
U.S. Treasury securities and agency debentures		183		5		(1	)		187
State and municipal		138		10		—			148
Other		13		1		—			14
Cost method investments		128		—		—			128
Cash equivalents and other(2)		34		—		—			34
Total	$	1,152	$	301	$	(2	)(3)	$	1,451
December 31, 2011
Marketable equity securities
U.S.:
Large Cap	$	460	$	218	$	—		$	678
Other		18		5		—			23
Marketable debt securities:
Corporate bonds		204		11		(1	)		214
U.S. Treasury securities and agency debentures		166		4		—			170
State and municipal		114		10		—			124
Other		16		1		(1	)		16
Cost method investments		118		—		—			118
Cash equivalents and other(2)		27		—		—			27
Total	$	1,123	$	249	$	(2	)(3)	$	1,370

(1) Included in AOCI and the decommissioning trust regulatory liability.

(2) Includes pending purchases of securities of $1 million and $13 million at June 30, 2012 and December 31, 2011, respectively.

(3) The fair value of securities in an unrealized loss position was $104 million and $99 million at June 30, 2012 and December 31, 2011, respectively.

The fair value of Virginia Power’s debt securities at June 30, 2012 by contractual maturity is as follows:

	Amount
(millions)
Due in one year or less	$	22
Due after one year through five years		129
Due after five years through ten years		190
Due after ten years		188
Total	$	529

PAGE 35

Presented below is selected information regarding Virginia Power’s marketable equity and debt securities.

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
(millions)
Proceeds from sales	$	162	$	253	$	353	$	596
Realized gains(1)		10		6		21		11
Realized losses(1)		5		4		7		8

(1) Includes realized gains or losses recorded to the decommissioning trust regulatory liability.

Other-than-temporary impairment losses on investments for Virginia Power were not material for the three and six months ended June 30, 2012 and 2011.

PAGE 36

Note 10. Regulatory Assets and Liabilities

Regulatory assets and liabilities include the following:

	June 30, 2012		December 31, 2011
(millions)
Dominion
Regulatory assets:
Deferred cost of fuel used in electric generation(1)	$	78	$	249
Deferred rate adjustment clause costs(2)		70		113
Other		114		179
Regulatory assets-current(3)		262		541
Unrecognized pension and other postretirement benefit costs(4)		861		887
Income taxes recoverable through future rates(5)		135		121
Derivatives(6)		107		49
Deferred rate adjustment clause costs(2)		104		72
Other		121		253
Regulatory assets-non-current		1,328		1,382
Total regulatory assets	$	1,590	$	1,923
Regulatory liabilities:
PIPP(7)	$	78	$	58
Provision for rate proceedings(8)		51		150
Other		36		35
Regulatory liabilities-current(9)		165		243
Provision for future cost of removal and AROs(10)		939		901
Decommissioning trust(11)		457		399
Other		40		24
Regulatory liabilities-non-current		1,436		1,324
Total regulatory liabilities	$	1,601	$	1,567
Virginia Power
Regulatory assets:
Deferred cost of fuel used in electric generation(1)	$	78	$	249
Deferred rate adjustment clause costs(2)		70		113
Other		70		117
Regulatory assets-current(3)		218		479
Income taxes recoverable through future rates(5)		109		100
Derivatives(6)		107		49
Deferred rate adjustment clause costs(2)		104		70
Other		43		180
Regulatory assets-non-current		363		399
Total regulatory assets	$	581	$	878
Regulatory liabilities:
Provision for rate proceedings(8)	$	51	$	150
Other		28		28
Regulatory liabilities-current(9)		79		178
Provision for future cost of removal(10)		720		687
Decommissioning trust(11)		457		399
Other		27		9
Regulatory liabilities-non-current		1,204		1,095
Total regulatory liabilities	$	1,283	$	1,273

PAGE 37

(1) Primarily reflects deferred fuel expenses for the Virginia jurisdiction of Virginia Power’s generation operations. See Note 11 for more information.

(2) Reflects deferrals under the electric transmission FERC formula rate and the deferral of costs associated with certain riders. See Note 11 for more information.

(3) Current regulatory assets are presented in other current assets in Dominion’s and Virginia Power’s Consolidated Balance Sheets.

(4) Represents unrecognized pension and other postretirement benefit costs expected to be recovered through future rates by certain of Dominion’s rate-regulated subsidiaries.

(5) Amounts to be recovered through future rates to pay income taxes that become payable when rate revenue is provided to recover AFUDC-equity and depreciation of property, plant and equipment for which deferred income taxes were not recognized for ratemaking purposes, including amounts attributable to tax rate changes.

(6) For jurisdictions subject to cost-based rate regulation, changes in the fair value of derivative instruments result in the recognition of regulatory assets or regulatory liabilities as they are expected to be recovered from or refunded to customers.

(7) Under PIPP, eligible customers can receive energy assistance based on their ability to pay. The difference between the customer’s total bill and the PIPP plan amount is deferred and collected or returned annually under the PIPP rider according to East Ohio tariff provisions. See Note 11 for more information.

(8) Reflects a reserve associated with the settlement of Virginia Power’s 2009 base rate case proceedings and associated with the Biennial Review Order.

(9) Current regulatory liabilities are presented in other current liabilities in Dominion’s and Virginia Power’s Consolidated Balance Sheets.

(10) Rates charged to customers by the Companies’ regulated businesses include a provision for the cost of future activities to remove assets that are expected to be incurred at the time of retirement.

(11) Primarily reflects a regulatory liability representing amounts collected from Virginia jurisdictional customers and placed in external trusts (including income, losses and changes in fair value thereon) for the future decommissioning of Virginia Power’s utility nuclear generation stations, in excess of the related ARO.

At June 30, 2012, approximately $262 million of Dominion’s and $208 million of Virginia Power’s regulatory assets represented past expenditures on which they do not currently earn a return. Dominion’s expenditures primarily include deferred cost of fuel used in electric generation. The above expenditures are expected to be recovered within the next two years.

Note 11. Regulatory Matters

Regulatory Matters Involving Potential Loss Contingencies

As a result of issues generated in the ordinary course of business, Dominion and Virginia Power are involved in various regulatory matters. Certain regulatory matters may ultimately result in a loss; however, as such matters are in an initial procedural phase, involve uncertainty as to the outcome of pending reviews or orders, and/or involve significant factual issues that need to be resolved, it is not possible for the Companies to estimate a range of possible loss. For matters for which the Companies cannot estimate a range of possible loss, a statement to this effect is made in the description of the matter. Other matters may have progressed sufficiently through the regulatory process such that the Companies are able to estimate a range of possible loss. For regulatory matters for which the Companies are able to reasonably estimate a range of possible losses, an estimated range of possible loss is provided, in excess of the accrued liability (if any) for such matters. This estimated range is based on currently available information and involves elements of judgment and significant uncertainties. This estimated range of possible loss may not represent the Companies’ maximum possible loss exposure. The circumstances of such regulatory matters will change from time to time and actual results may vary significantly from the current estimate. For current matters not specifically reported below, management does not anticipate that the outcome from such matters would have a material effect on Dominion’s or Virginia Power’s financial position, liquidity or results of operations.

FERC - Electric

Under the Federal Power Act, FERC regulates wholesale sales and transmission of electricity in interstate commerce by public utilities. Dominion’s merchant generators sell electricity in the PJM, MISO and ISO-NE wholesale markets under Dominion’s market-based sales tariffs authorized by FERC. Virginia Power purchases and, under its FERC market-based rate authority, sells electricity in the wholesale market. In addition, Virginia Power has FERC approval of a tariff to sell wholesale power at capped rates based on its embedded cost of generation. This cost-based sales tariff could be used to sell to loads within or outside Virginia Power’s service territory. Any such sales would be voluntary.

Rates

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

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In July 2008, Virginia Power filed an application with FERC requesting a revision to its revenue requirement to reflect an additional ROE incentive adder for eleven electric transmission enhancement projects. Under the proposal, the cost of transmission service would increase to include an ROE incentive adder for each of the eleven projects, beginning the date each project enters commercial operation (but not before January 1, 2009). Virginia Power proposed an incentive of 1.5% for four of the projects and an incentive of 1.25% for the other seven projects. In August 2008, FERC approved the proposal, effective September 1, 2008. Ten of the eleven projects are currently expected to be completed by the end of 2012. The one remaining project represents Virginia Power’s small portion of a larger transmission expansion which has been suspended by PJM. Numerous parties sought rehearing of the FERC order in August 2008. In May 2012, FERC issued an order denying the rehearing requests. In July 2012, the North Carolina Commission filed an appeal of the FERC order with the U.S. Court of Appeals for the Fourth Circuit. While Virginia Power cannot predict the outcome of the appeal, it is not expected to have a material effect on results of operations.

In March 2010, ODEC and NCEMC filed a complaint with FERC against Virginia Power claiming that approximately $223 million in transmission costs related to specific projects were unjust, unreasonable and unduly discriminatory or preferential and should be excluded from Virginia Power’s transmission formula rate. ODEC and NCEMC requested that FERC establish procedures to determine the amount of costs for each applicable project that should be excluded from Virginia Power’s rates. In October 2010, FERC issued an order dismissing the complaint in part and established hearings and settlement procedures on the remaining part of the complaint. In February 2012, Virginia Power submitted to FERC a settlement agreement to resolve all issues set for hearing. All transmission customer parties to the proceeding joined the settlement. The Virginia Commission, North Carolina Commission and Public Staff of the North Carolina Commission, while not parties to the settlement, have agreed to not oppose the settlement. The settlement was accepted by FERC in May 2012 and provides for payment by Virginia Power to the transmission customer parties collectively of $250,000 per year for ten years and resolves all matters other than allocation of the incremental cost of certain underground transmission facilities, which have been set for briefing. While Virginia Power cannot predict the outcome of the briefing, it is not expected to have a material effect on results of operations.

PJM

In November 2011, PJM issued a formal notification that it would recalculate certain ancillary service revenues that had previously been paid during 2009, 2010 and 2011. Also in November 2011, PJM requested FERC permission to suspend its rebilling and repayment obligations associated with the recalculation of such revenues and petitioned FERC to establish a proceeding to determine the appropriate recalculations for the revenues during this period. In December 2011, FERC permitted the suspension of rebilling and repayment by PJM, subject to the outcome of FERC’s proceedings to determine the appropriate revenue recalculation. In April 2012, FERC issued an Order Establishing Hearing and Settlement Judge Procedures to address the appropriate recalculation of the ancillary service credits PJM will be required to collect from Virginia Power. Virginia Power has reduced the accrual for this matter to $33 million as of June 30, 2012 for estimated future billing adjustments from PJM related to the ancillary service revenues in anticipation of a settlement among Virginia Power, PJM and the PJM Market Monitor.

Other Regulatory Matters

Other than the following matters, there have been no significant developments regarding the pending regulatory matters disclosed in Note 14 to the Consolidated Financial Statements in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2011 and Note 9 to the Consolidated Financial Statements in Dominion’s and Virginia Power’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.

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Virginia Regulation

Biennial Review

In May 2012, the Supreme Court of Virginia granted review of Virginia Power’s appeals from the Biennial Review Order and the March 2012 Order denying Virginia Power’s petition seeking rehearing or reconsideration, and paired both appeals for the purpose of oral argument. These appeals are pending.

Virginia Fuel Expenses

In May 2012, Virginia Power submitted its annual fuel factor filing to the Virginia Commission, proposing a decrease of approximately $389 million in fuel revenue for the rate year beginning July 1, 2012. In May 2012, the Virginia Commission issued an order implementing the proposed rate effective July 1, 2012 on an interim basis, and setting a hearing for September 2012.

Transmission Rider T1

In May 2012, Virginia Power filed Rider T1 with the Virginia Commission to recover costs of transmission service and demand response programs for the September 1, 2012 to August 31, 2013 rate year. The proposed Rider T1 reduction of approximately $100 million produces a total annual revenue requirement of approximately $373 million when netted with the revenue requirement of approximately $473 million associated with the Rider T customer rates currently in effect, and now combined in Virginia Power’s base rates. Virginia Power’s filing stated that Rider T costs combined in base rates should be identified and separately tracked, with the continuation of deferral accounting and dollar-for-dollar recovery for these costs. Virginia Power’s proposed revenue requirement was supported by the Staff of the Virginia Commission, although the Staff concurrently proposed an alternative methodology for the Rider T1 revenue requirement which would represent an increase of approximately $18 million from the current Rider T customer rates. The Staff’s alternative methodology, if accepted, would preclude deferral accounting and dollar-for-dollar recovery for Rider T in future periods.

In July 2012, a hearing examiner issued a report to the Virginia Commission stating that Virginia Power’s proposed revenue requirement for Rider T1 was unopposed, and that both Virginia Power’s proposal and the Staff’s alternative methodology were proper depending on how the Virginia Commission interpreted the statute requiring the combining of Rider T into Virginia Power’s base rates. An order from the Virginia Commission is expected by August 2012.

Generation Riders R and S

In June 2012, Virginia Power requested Virginia Commission approval of its annual updates for Riders R and S for the next two consecutive rate years, utilizing an 11.4% ROE (inclusive of a 100 basis point statutory enhancement) consistent with the base ROE authorized in the Biennial Review Order. For Rider R, Virginia Power proposed an approximately $81 million revenue requirement for the rate year beginning April 1, 2013 and an approximately $75 million revenue requirement for the rate year beginning April 1, 2014. For Rider S, an approximately $249 million revenue requirement was proposed for the rate year beginning April 1, 2013 and an approximately $229 million revenue requirement was proposed for the rate year beginning April 1, 2014. If the Virginia Commission approves the proposed multi-year approach for Riders R and S, then Virginia Power would file its next update filings for Riders R and S in 2014. Construction of the Virginia City Hybrid Energy Center was completed and the facility commenced commercial operations in July 2012.

Generation Riders B and W

In June 2012, Virginia Power requested Virginia Commission approval of its annual updates for Riders B and W for the April 1, 2013 to March 31, 2014 rate year. For Rider B, Virginia Power proposed an approximately $12 million revenue requirement, utilizing a 12.4% ROE (inclusive of a 200 basis point statutory enhancement) consistent with the base ROE authorized in the Biennial Review Order. For Rider W, an approximately $86 million revenue requirement was proposed, utilizing an 11.4% ROE (inclusive of a 100 basis point statutory enhancement) also consistent with the base ROE authorized in the Biennial Review Order.

DSM Riders C1 and C2

In April 2012, the Virginia Commission held that Riders C1 and C2 are now to be combined in the Company’s base rates and are to be considered as part of Virginia Power’s future biennial reviews. The Virginia Commission rejected Virginia Power’s requests to identify and separately track the revenues for these existing riders in base rates, and to preserve deferral accounting for these revenues in base rates, stating that such deferral accounting ceased December 1, 2011 for existing Riders C1 and C2. The Virginia Commission held that this treatment of Riders C1 and C2 does not set a precedent for deferral accounting for Rider T costs combined in base rates. The Virginia Commission also rejected additional funding for two existing commercial energy efficiency DSM programs.

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DSM Riders C1A and C2A

In April 2012, the Virginia Commission approved four new energy efficiency DSM programs as a bundle for residential customers for a five-year period starting June 1, 2012, subject to a total $90 million cost cap. The Virginia Commission also approved two new energy efficiency DSM programs as a bundle for commercial customers for the same five-year period, subject to a total $45 million cost cap, as well as a new peak-shaving DSM program for commercial customers for the same five-year period, subject to an approximately $14 million cost cap. The Virginia Commission rejected one new residential and one new commercial energy efficiency DSM program.

North Anna COL

Virginia Power is considering the construction of a third nuclear unit at a site located adjacent to North Anna. Virginia Power has not yet committed to building a new nuclear unit. If Virginia Power decides to build the new unit, it must first receive a COL from the NRC, the approval of the Virginia Commission and certain environmental permits and other approvals. Virginia Power continues to pursue the COL from the NRC. Based on current NRC review schedules, the COL issuance is now expected no earlier than late 2015.

Ohio Regulation

In July 2012, the Ohio Commission approved East Ohio’s annual update of the UEX Rider, which reflects the elimination of accumulated unrecovered bad debt expense of approximately $1 million as of March 31, 2012, and recovery of prospective bad debt expense projected to total approximately $23 million for the 12-month period from April 2012 to March 2013.

In July 2012, the Ohio Commission approved East Ohio’s annual update of the PIPP Rider, which reflects the refund of an over-recovery of accumulated arrearages of approximately $70 million over the next two years and recovery of projected deferred program costs of approximately $104 million for the 12-month period from April 2012 to March 2013.

FERC Gas - Cove Point Rate Case

In May 2011, Cove Point filed a general rate case for its FERC-jurisdictional services, with proposed rates to be effective July 1, 2011. In June 2011, FERC accepted a July 1, 2011 effective date for all proposed rates but two, for which the effective date was suspended from July 1 to December 1, 2011. In April 2012, Cove Point filed a stipulation and agreement among Cove Point, FERC trial staff and the other active parties in the rate case resolving all issues set for hearing by FERC and establishing the mechanism for operational purchases of LNG. In July 2012, FERC issued an order approving the stipulation and agreement, including the settlement rates that are effective April 1, 2012, provided there are no requests for rehearing by August 9, 2012. Pursuant to the terms of the settlement, future operational purchases of LNG are not expected to affect Cove Point’s net results of operations. Cove Point and settling customers will be subject to a rate moratorium through December 31, 2016. Cove Point is required to file its next rate case in 2016 with rates to be effective January 1, 2017.

Note 12. Variable Interest Entities

As discussed in Note 16 to the Consolidated Financial Statements in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2011, certain variable pricing terms in some of the Companies’ long-term power and capacity contracts cause them to be considered variable interests in the counterparties.

Virginia Power has long-term power and capacity contracts with four non-utility generators with an aggregate summer generation capacity of approximately 870 MW. These contracts contain certain variable pricing mechanisms in the form of partial fuel reimbursement that Virginia Power considers to be variable interests. After an evaluation of the information provided by these entities, Virginia Power was unable to determine whether they were VIEs. However, the information they provided, as well as Virginia Power’s knowledge of generation facilities in Virginia, enabled Virginia Power to conclude that, if they were VIEs, it would not be the primary beneficiary. This conclusion reflects Virginia Power’s determination that its variable interests do not convey the power to direct the most significant activities that impact the economic performance of the entities during the remaining terms of Virginia Power’s contracts and for the years the entities are expected to operate after its contractual relationships expire. The contracts expire at various dates ranging from 2015 to 2021. Virginia Power is not subject to any risk of loss from these potential VIEs other than its remaining purchase commitments which totaled $1.2 billion as of June 30, 2012. Virginia Power paid $53 million and $52 million for electric capacity and $16 million and $26 million for electric energy to these entities in the three months ended June 30, 2012 and 2011, respectively. Virginia Power paid $108 million and $105 million for electric capacity and $35 million and $65 million for electric energy to these entities in the six months ended June 30, 2012 and 2011, respectively.

Virginia Power purchased shared services from DRS, an affiliated VIE, of approximately $77 million and $99 million for the three months ended June 30, 2012 and 2011, respectively, and $153 million and $192 million for the six months ended June 30, 2012 and 2011, respectively. Virginia Power determined that it is not the most closely associated entity with DRS and therefore not the primary beneficiary. DRS provides accounting, legal, finance and certain administrative and technical services to all Dominion subsidiaries, including Virginia Power. Virginia Power has no obligation to absorb more than its allocated share of DRS costs.

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See Note 16 to the Consolidated Financial Statements in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2011 for additional information about consolidated VIEs.

Note 13. Significant Financing Transactions

Credit Facilities and Short-term Debt

Dominion and Virginia Power use short-term debt to fund working capital requirements and as a bridge to long-term debt financings. The levels of borrowing may vary significantly during the course of the year, depending upon the timing and amount of cash requirements not satisfied by cash from operations. In addition, Dominion utilizes cash and letters of credit to fund collateral requirements. Collateral requirements are impacted by commodity prices, hedging levels, Dominion’s credit ratings and the credit quality of its counterparties.

At June 30, 2012, Dominion’s commercial paper and letters of credit outstanding, as well as capacity available under credit facilities, were as follows:

	Facility Limit		Outstanding Commercial Paper		Outstanding Letters of Credit		Facility Capacity Available
(millions)
Joint revolving credit facility(1)	$	3,000	$	1,530	$	—	$	1,470
Joint revolving credit facility(2)		500		—		36		464
Total	$	3,500	$	1,530	$	36	$	1,934

(1) This credit facility has a maturity date of September 2016, and can be used to support bank borrowings and the issuance of commercial paper, as well as to support up to $1.5 billion of letters of credit.

(2) This credit facility has a maturity date of September 2016, and can be used to support bank borrowings, commercial paper and letter of credit issuances.

Virginia Power’s short-term financing is supported by two joint revolving credit facilities with Dominion. These credit facilities are being used for working capital, as support for the combined commercial paper programs of Dominion and Virginia Power and for other general corporate purposes.

At June 30, 2012, Virginia Power’s share of commercial paper and letters of credit outstanding, as well as its capacity available under its joint credit facilities with Dominion were as follows:

	Facility Sub-limit		Outstanding Commercial Paper		Outstanding Letters of Credit		Facility Capacity Available
(millions)
Joint revolving credit facility(1)	$	1,000	$	465	$	—	$	535
Joint revolving credit facility(2)		250		—		15		235
Total	$	1,250	$	465	$	15	$	770

(1) This credit facility has a maturity date of September 2016, and can be used to support bank borrowings and the issuance of commercial paper, as well as to support up to $1.5 billion (or the sub-limit, whichever is less) of letters of credit. Virginia Power’s current sub-limit under this credit facility can be increased or decreased multiple times per year.

(2) This credit facility has a maturity date of September 2016, and can be used to support bank borrowings, commercial paper and letter of credit issuances. Virginia Power’s current sub-limit under this credit facility can be increased or decreased multiple times per year.

In addition to the credit facility commitments mentioned above, Virginia Power also has a $120 million credit facility with a maturity date of September 2016. This facility supports certain tax-exempt financings of Virginia Power.

Long-term Debt

In January 2012, Virginia Power issued $450 million of 2.95% senior notes that mature in 2022.

Convertible Securities

At June 30, 2012, Dominion had $82 million of outstanding contingent convertible senior notes that are convertible by holders into a combination of cash and shares of Dominion’s common stock under certain circumstances. The conversion feature requires that the principal amount of each note be repaid in cash, while amounts payable in excess of the principal amount will be paid in common stock. The conversion rate is subject to adjustment upon certain events such as subdivisions, splits,

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combinations of common stock or the issuance to all common stock holders of certain common stock rights, warrants or options and certain dividend increases. As of June 30, 2012, the conversion rate has been adjusted, primarily due to individual dividend payments above the level paid at issuance, to 29.1516 shares of common stock per $1,000 principal amount of senior notes, which represents a conversion price of $34.30.

The senior notes are eligible for conversion during any calendar quarter when the closing price of Dominion’s common stock was equal to or higher than 120% of the conversion price for at least 20 out of the last 30 consecutive trading days of the preceding quarter. During the six months ended June 30, 2012, the senior notes were eligible for conversion and approximately $61 million of the notes were converted by holders. The senior notes are eligible for conversion during the third quarter of 2012.

Enhanced Junior Subordinated Notes

In February 2012, Dominion launched a tender offer to purchase up to $150 million of the September 2006 hybrids. In the first quarter of 2012, Dominion purchased and canceled approximately $86 million of the September 2006 hybrids primarily as a result of this tender offer, which expired on March 23, 2012. In the second quarter of 2012, Dominion purchased and canceled approximately $2 million of the September 2006 hybrids. All purchases were conducted in compliance with the RCC.

From time to time, Dominion may reduce its outstanding debt and level of interest expense through redemption of debt securities prior to maturity and repurchases in the open market, in privately negotiated transactions, through additional tender offers or otherwise.

Note 14. Commitments and Contingencies

As a result of issues generated in the ordinary course of business, Dominion and Virginia Power are involved in legal proceedings before various courts and are periodically subject to governmental examinations (including by regulatory authorities), inquiries and investigations. Certain legal proceedings and governmental examinations involve demands for unspecified amounts of damages, are in an initial procedural phase, involve uncertainty as to the outcome of pending appeals or motions, and/or involve significant factual issues that need to be resolved, such that it is not possible for the Companies to estimate a range of possible loss. For matters for which the Companies cannot estimate a range of possible loss, a statement to this effect is made in the description of the matter. Other matters may have progressed sufficiently through the litigation or investigative processes such that the Companies are able to estimate a range of possible loss. For legal proceedings and governmental examinations for which the Companies are able to reasonably estimate a range of possible losses, an estimated range of possible loss is provided, in excess of the accrued liability (if any) for such matters. Estimated ranges of loss are inclusive of legal fees and net of any anticipated insurance recoveries. This estimated range is based on currently available information and involves elements of judgment and significant uncertainties. This estimated range of possible loss may not represent the Companies’ maximum possible loss exposure. The circumstances of such legal proceedings and governmental examinations will change from time to time and actual results may vary significantly from the current estimate. For current proceedings not specifically reported below, management does not anticipate that the liabilities, if any, arising from such proceedings would have a material effect on Dominion’s or Virginia Power’s financial position, liquidity or results of operations.

Environmental Matters

Dominion and Virginia Power are subject to costs resulting from a number of federal, state and local laws and regulations designed to protect human health and the environment. These laws and regulations affect future planning and existing operations. They can result in increased capital, operating and other costs as a result of compliance, remediation, containment and monitoring obligations.

Air

The CAA is a comprehensive program utilizing a broad range of regulatory tools to protect and preserve the nation’s air quality. At a minimum, states are required to establish regulatory programs to address all requirements of the CAA. However, states may choose to develop regulatory programs that are more restrictive. Many of Dominion’s and Virginia Power’s facilities are subject to the CAA’s permitting and other requirements.

On December 21, 2011, the EPA issued MATS for coal and oil-fired electric utility steam generating units. The rule establishes strict emission limits for mercury, particulate matter as a surrogate for toxic metals and hydrogen chloride as a surrogate for acid gases. The rule includes a limited use provision for oil-fired units with annual capacity factors under 8% that provides an exemption from emission limits, and allows compliance with operational work practice standards. Compliance will be required by April 16, 2015, with certain limited exceptions. The Companies do not expect the future costs of compliance with this rule to have a material effect on results of operations, financial condition, and/or cash flows. Dominion continues to be governed by individual state mercury emission reduction regulations in Massachusetts and Illinois that are largely unaffected by this rule.

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In July 2011, the EPA issued a final replacement rule for CAIR, called CSAPR, that requires 28 states to reduce power plant emissions that cross state lines. CSAPR establishes new SO₂ and NO_x emissions cap and trade programs that are completely independent of the current ARP. Specifically, CSAPR requires reductions in SO₂ and NO_x emissions from fossil fuel-fired electric generating units of 25 MW or more through annual NO_x emissions caps, NO_x emissions caps during the ozone season (May 1 through September 30) and annual SO₂ emission caps with differing requirements for two groups of affected states.

With respect to Dominion’s generation fleet, the cost to comply with the rule is not expected to be material. However, following numerous petitions by industry participants for review and motions for stay, the U.S. Court of Appeals for the D.C. Circuit issued a ruling in December 2011 to stay CSAPR pending judicial review. In February and June 2012, the EPA issued technical revisions to CSAPR that are not material to Dominion. Future outcomes of litigation and/or any additional action to further modify the rule could affect the assessment regarding cost of compliance. While the stay of CSAPR is in effect, the EPA will continue to administer CAIR.

In May 2012, the EPA issued final designations for the 75-ppb ozone air quality standard. Several Dominion electric generating facilities are located in areas impacted by this standard. As part of the standard, states will be required to develop and implement plans to address sources emitting pollutants which contribute to the formation of ozone. Until the states have developed implementation plans, Dominion is unable to predict whether or to what extent the new rules will ultimately require additional controls.

In February 2008, Dominion received a request for information pursuant to Section 114 of the CAA from the EPA. The request concerns historical operating changes and capital improvements undertaken at State Line and Kincaid. In April 2009, Dominion received a second request for information. Dominion provided information in response to both requests. Also in April 2009, Dominion received a Notice and Finding of Violations from the EPA claiming violations of the CAA New Source Review requirements, NSPS, the Title V permit program and the stations’ respective State Implementation Plans. The Notice states that the EPA may issue an order requiring compliance with the relevant CAA provisions and may seek injunctive relief and/or civil penalties, all pursuant to the EPA’s enforcement authority under the CAA.

Dominion believes that it complied with applicable laws and the EPA regulations and interpretations in effect at the time the work in question took place. The CAA authorizes maximum civil penalties of $25,000 to $37,500 per day, per violation at each generating unit, depending on the date of the alleged violation. In addition to any such penalties that may be awarded, an adverse outcome could require substantial capital expenditures or affect the timing of currently budgeted capital expenditures. Such expenditures could affect future results of operations, cash flows, and financial condition. Dominion is currently unable to make an estimate of the potential financial statement impacts related to these matters.

Water

The CWA is a comprehensive program requiring a broad range of regulatory tools including a permit program to authorize and regulate discharges to surface waters with strong enforcement mechanisms. Dominion and Virginia Power must comply with all aspects of the CWA programs at their operating facilities.

In October 2003, the EPA and the Massachusetts Department of Environmental Protection each issued new NPDES permits for Brayton Point. The new permits contained identical conditions that in effect require the installation of cooling towers to address concerns over the withdrawal and discharge of cooling water. As of the end of the second quarter of 2012, construction of the cooling towers was essentially complete. The total cost to install these cooling towers is approximately $570 million, with remaining expenditures of approximately $25 million.

In September 2010, Millstone’s NPDES permit was reissued under the CWA. The conditions of the permit require an evaluation of control technologies that could result in additional expenditures in the future, however, Dominion cannot currently predict the outcome of this evaluation. In October 2010, the permit issuance was appealed to the state court by a private plaintiff. The permit is expected to remain in effect during the appeal. Dominion is currently unable to make an estimate of the potential financial statement impacts related to this matter.

Solid and Hazardous Waste

The CERCLA, as amended, provides for immediate response and removal actions coordinated by the EPA in the event of threatened releases of hazardous substances into the environment and authorizes the U.S. government either to clean up sites at which hazardous substances have created actual or potential environmental hazards or to order persons responsible for the situation to do so. Under the CERCLA, as amended, generators and transporters of hazardous substances, as well as past and present owners and operators of contaminated sites, can be strictly, jointly and severally liable for the cost of cleanup. These potentially responsible parties can be ordered to perform a cleanup, be sued for costs associated with an EPA-directed cleanup, voluntarily settle with the U.S. government concerning their liability for cleanup costs, or voluntarily begin a site investigation and site remediation under state oversight.

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From time to time, Dominion or Virginia Power may be identified as a potentially responsible party to a Superfund site. The EPA (or a state) can either allow such a party to conduct and pay for a remedial investigation, feasibility study and remedial action or conduct the remedial investigation and action itself and then seek reimbursement from the potentially responsible parties. Each party can be held jointly, severally and strictly liable for the cleanup costs. These parties can also bring contribution actions against each other and seek reimbursement from their insurance companies. As a result, Dominion or Virginia Power may be responsible for the costs of remedial investigation and actions under the Superfund law or other laws or regulations regarding the remediation of waste. Except as noted below, the Companies do not believe this will have a material effect on results of operations, financial condition and/or cash flows.

In September 2011, the EPA issued a UAO to Virginia Power and 22 other parties, ordering specific remedial action of certain areas at the Ward Transformer Superfund site located in Raleigh, North Carolina. Virginia Power does not believe it is a liable party under CERCLA based on its alleged connection to the site. In November 2011, Virginia Power and a number of other parties notified the EPA that they are declining to undertake the work set forth in the UAO.

The EPA may seek to enforce a UAO in court pursuant to its enforcement authority under CERCLA, and may seek recovery of its costs in undertaking removal or remedial action. If the court determines that a respondent failed to comply with the UAO without sufficient cause, the EPA may also seek civil penalties of up to $37,500 per day for the violation and punitive damages of up to three times the costs incurred by the EPA as a result of the party’s failure to comply with the UAO. Virginia Power is currently unable to make an estimate of the potential financial statement impacts related to the Ward Transformer matter.

Dominion has determined that it is associated with 17 former manufactured gas plant sites. Studies conducted by other utilities at their former manufactured gas plant sites have indicated that those sites contain coal tar and other potentially harmful materials. None of the 17 former sites with which Dominion is associated is under investigation by any state or federal environmental agency. At one of the former sites, Dominion is conducting a state-approved post closure groundwater monitoring program and an environmental land use restriction has been recorded. Another site has been accepted into a state-based voluntary remediation program. Dominion is currently evaluating the nature and extent of the contamination from this site as well as potential remedial options, but is not yet able to estimate the future remediation costs. Due to the uncertainty surrounding these sites, Dominion is unable to make an estimate of the potential financial statement impacts related to these sites.

Climate Change Legislation and Regulation

Massachusetts, Rhode Island and Connecticut, among other states, have joined RGGI, a multi-state effort to reduce CO₂ emissions in the Northeast implemented through state specific regulations. Under the initiative, aggregate CO₂ emissions from power plants in participating states are required to be stabilized at current levels from 2009 to 2015. Further reductions from current levels would be required to be phased in starting in 2016 such that by 2019 there would be a 10% reduction in participating state power plant CO₂ emissions. During 2012, RGGI is undergoing a program review which could impact regulations and implementation of RGGI. The impact of this program review on Dominion’s fossil fired generation operations in RGGI states is unknown at this time, and Dominion is currently unable to make an estimate of the potential financial statement impacts related to these matters.

Three of Dominion’s facilities, Brayton Point, Salem Harbor and Manchester Street, are subject to RGGI. Beginning with calendar year 2009, RGGI requires that Dominion cover each ton of CO₂ direct stack emissions from these facilities with either an allowance or an offset. The allowances can be purchased through auction or through a secondary market. Dominion has periodically participated in RGGI allowance auctions to date and has procured allowances to meet its estimated compliance requirements under RGGI’s current requirement for 2012 through 2013 and most of 2014, therefore Dominion does not expect compliance with RGGI to have a material impact on its results of operations or financial condition. During June 2011, a lawsuit was filed in New York seeking to retroactively rescind RGGI participation by that state. A percentage of Dominion’s RGGI allowances had been acquired from New York. The allocated value of these allowances totaled approximately $38 million, of which all have been expensed as consumed for RGGI Phase I compliance. In February 2012, Dominion surrendered these New York RGGI allowances for the RGGI Phase I compliance period and therefore does not expect any significant financial statement impacts from this lawsuit as it no longer holds allowances issued by the state of New York. In June 2012, a New York state court dismissed the lawsuit. An appeal was filed in July 2012.

MF Global

Prior to October 31, 2011, certain of Dominion’s subsidiaries executed certain commodity transactions on exchanges using MF Global, an FCM registered with the CFTC. In order to secure its potential exposure on these commodity transactions, Dominion posted certain required margin collateral with MF Global. The parent company of MF Global, MF Global Holdings Ltd., filed for bankruptcy relief under Chapter 11 of the U.S. Bankruptcy Code on October 31, 2011. On the same date, the U.S. District Court for the Southern District of New York appointed a trustee to oversee the liquidation of MF Global pursuant to the Securities Investor Protection Act.

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In accordance with court-approved procedures, Dominion transferred to other FCMs all open positions executed using MF Global. The initial margin posted for these open positions at October 31, 2011 was approximately $73 million. Dominion has received approximately $8 million of this amount through the liquidation process to date.

At this time, the MF Global trustee is determining the final amounts that will be recoverable and ultimately distributed to MF Global’s customers. As part of this process, the trustee has filed claims in the insolvency proceeding of MF Global affiliates in various foreign jurisdictions, including the United Kingdom, which claims are still pending. Due to the uncertainty surrounding the ultimate recovery on the claims filed by the MF Global trustee in the United Kingdom and elsewhere, the uncertain timing of such recovery, and the potential dilution of such recovered funds in the liquidation process, Dominion is unable to estimate the loss, if any, associated with its remaining margin claims or when it will receive any additional recoveries on such claims.

Nuclear Matters

In March 2011, a magnitude 9.0 earthquake and subsequent tsunami caused significant damage at the Fukushima Daiichi nuclear power station in northeast Japan. These events have resulted in significant nuclear safety reviews required by the NRC and industry groups such as INPO. Like other U.S. nuclear operators, Dominion has been gathering supporting data and participating in industry initiatives focused on the ability to respond to and mitigate the consequences of design-basis and beyond-design-basis events at its stations.

In July 2011, an NRC task force provided initial recommendations based on its review of the Fukushima Daiichi accident and in October 2011 the NRC staff prioritized these recommendations into Tiers 1, 2 and 3, with the Tier 1 recommendations consisting of actions which the staff determined should be started without unnecessary delay. In December 2011, the NRC Commissioners approved the agency staff’s prioritization and recommendations; and that same month an appropriations act directed the NRC to require reevaluation of external hazards (not limited to seismic and flooding hazards) as soon as possible.

Based on the prioritized recommendations, in March 2012, the NRC issued orders and information requests requiring specific reviews and actions to all operating reactors, construction permit holders and combined license holders based on the lessons learned from the Fukushima Daiichi event. The orders applicable to Dominion require implementation of safety enhancements related to mitigation strategies to respond to extreme natural events resulting in the loss of power at plants, and enhancing spent fuel pool instrumentation. The orders require prompt implementation of the safety enhancements and completion of implementation within two refueling outages or by December 31, 2016, whichever comes first. The information requests issued by the NRC request each reactor to reevaluate the seismic and flooding hazards at their site using present-day methods and information, conduct walkdowns of their facilities to ensure protection against the hazards in their current design basis, and to reevaluate their emergency communications systems and staffing levels. Dominion and Virginia Power do not currently expect that compliance with the NRC’s March 2012 orders and information requests will materially impact their financial position, results of operations or cash flows during the approximately four-year implementation period. The NRC staff is evaluating the implementation of the longer term Tier 2 and Tier 3 recommendations. Dominion and Virginia Power are currently unable to estimate the potential financial impacts related to compliance with Tier 2 and Tier 3 recommendations.

Guarantees

Dominion

At June 30, 2012, Dominion had issued $86 million of guarantees, primarily to support equity method investees. No significant amounts related to these guarantees have been recorded. As of June 30, 2012, Dominion’s exposure under these guarantees was $45 million, primarily related to certain reserve requirements associated with non-recourse financing.

Dominion also enters into guarantee arrangements on behalf of its consolidated subsidiaries, primarily to facilitate their commercial transactions with third parties. To the extent that a liability subject to a guarantee has been incurred by one of Dominion’s consolidated subsidiaries, that liability is included in its Consolidated Financial Statements. Dominion is not required to recognize liabilities for guarantees issued on behalf of its subsidiaries unless it becomes probable that it will have to perform under the guarantees. Terms of the guarantees typically end once obligations have been paid. Dominion currently believes it is unlikely that it would be required to perform or otherwise incur any losses associated with guarantees of its subsidiaries’ obligations.

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At June 30, 2012, Dominion had issued the following subsidiary guarantees:

	Stated Limit		Value(1)
(millions)
Subsidiary debt(2)	$	363	$	363
Commodity transactions(3)		3,107		263
Nuclear obligations(4)		231		54
Other(5)		487		38
Total	$	4,188	$	718

(1) Represents the estimated portion of the guarantee’s stated limit that is utilized as of June 30, 2012 based upon prevailing economic conditions and fact patterns specific to each guarantee arrangement. For those guarantees related to obligations that are recorded as liabilities by Dominion’s subsidiaries, the value includes the recorded amount.

(2) Guarantees of debt of certain DEI subsidiaries. In the event of default by the subsidiaries, Dominion would be obligated to repay such amounts.

(3) Guarantees related to energy trading and marketing activities and other commodity commitments of certain subsidiaries, including subsidiaries of Virginia Power and DEI. These guarantees were provided to counterparties in order to facilitate physical and financial transactions in gas, oil, electricity, pipeline capacity, transportation and related commodities and services. If any of these subsidiaries fail to perform or pay under the contracts and the counterparties seek performance or payment, Dominion would be obligated to satisfy such obligation. Dominion and its subsidiaries receive similar guarantees as collateral for credit extended to others. The value provided includes certain guarantees that do not have stated limits.

(4) Guarantees related to certain DEI subsidiaries’ potential retrospective premiums that could be assessed if there is a nuclear incident under Dominion’s nuclear insurance programs and guarantees for a DEI subsidiary’s and Virginia Power’s commitment to buy nuclear fuel. Excludes Dominion’s agreement to provide up to $150 million and $60 million to two DEI subsidiaries to pay the operating expenses of Millstone and Kewaunee, respectively, in the event of a prolonged outage, as part of satisfying certain NRC requirements concerned with ensuring adequate funding for the operations of nuclear power stations.

(5) Guarantees related to other miscellaneous contractual obligations such as leases, environmental obligations and construction projects. Also includes guarantees related to certain DEI subsidiaries’ obligations for equity capital contributions and energy generation associated with Fowler Ridge and NedPower.

Surety Bonds and Letters of Credit

As of June 30, 2012, Dominion had purchased $165 million of surety bonds, including $72 million at Virginia Power, and authorized the issuance of standby letters of credit by financial institutions of $36 million, including $15 million at Virginia Power, to facilitate commercial transactions by its subsidiaries with third parties. Under the terms of the surety bonds, the Companies are obligated to indemnify the respective surety bond company for any amounts paid.

Merchant Generation Operations

Dominion continually reviews its portfolio of assets to determine which assets fit strategically and support its objectives to improve return on invested capital and shareholder value. If Dominion identifies assets that do not support its objectives, it may consider such assets for divestiture. In connection with this effort, in the first quarter of 2011, Dominion decided to pursue the sale of Kewaunee. If these efforts are successful, Dominion may be required to present Kewaunee’s assets and liabilities that are subject to sale as held for sale in its Consolidated Balance Sheet and Kewaunee’s results of operations in discontinued operations in its Consolidated Statements of Income. Held for sale classification would require that amounts be recorded at the lower of book value or sale price less costs to sell and could result in the recording of an impairment charge. Any sale of Kewaunee would be subject to the approval of Dominion’s Board of Directors, as well as applicable state and federal approvals.

Nuclear Operations

Spent Nuclear Fuel

Dominion and Virginia Power entered into contracts with the DOE for the disposal of spent nuclear fuel under provisions of the Nuclear Waste Policy Act of 1982. The DOE failed to begin accepting the spent fuel on January 31, 1998, the date provided by the Nuclear Waste Policy Act and by the Companies’ contracts with the DOE. The Companies have previously received damages award payments and settlement payments related to these contracts.

Dominion and Virginia Power are presently seeking to resolve additional claims for damages incurred at Surry, North Anna and Millstone after June 30, 2006, and additional claims for damages incurred at Kewaunee after December 31, 2008. In May 2012, Dominion made formal offers of settlement to the Authorized Representative of the Attorney General for resolution of claims incurred at Millstone for the period July 1, 2006 through December 31, 2010 and periodic payments after that date, and for resolution of claims incurred at Kewaunee for the period January 1, 2009 through December 31, 2010 and periodic payments after that date. These offers have not yet been formally accepted by the government, and will not be effective until such formal acceptance is received. Dominion believes it is probable that its offers will be accepted by the government. In June 2012, Dominion and Virginia Power filed lawsuits in the U.S. Court of Federal Claims for Millstone, Surry and North Anna against DOE requesting additional damages for the period July 1, 2006 through December 31, 2010.

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Dominion recognizes receivables for certain spent nuclear fuel-related costs that it believes are probable of recovery from the DOE. At June 30, 2012, Dominion’s and Virginia Power’s receivables for spent nuclear fuel-related costs totaled $122 million and $88 million, respectively.

Dominion will continue to manage its spent fuel until it is accepted by the DOE.

Note 15. Credit Risk

Dominion’s and Virginia Power’s accounting policies for credit risk are discussed in Note 24 to the Consolidated Financial Statements in their Annual Report on Form 10-K for the year ended December 31, 2011.

At June 30, 2012, Dominion’s gross credit exposure totaled $464 million. After the application of collateral, credit exposure was reduced to $424 million. Of this amount, investment grade counterparties, including those internally rated, represented 62%. Two counterparty exposures each represent 10% of Dominion’s total exposure and are rated investment grade. One is a large financial institution and one is a utility holding company. At June 30, 2012, Virginia Power’s exposure to potential concentrations of credit risk was not considered material.

Credit-Related Contingent Provisions

The majority of Dominion’s derivative instruments contain credit-related contingent provisions. These provisions require Dominion to provide collateral upon the occurrence of specific events, primarily a credit rating downgrade. If the credit-related contingent features underlying these instruments that are in a liability position and not fully collateralized with cash were fully triggered as of June 30, 2012 and December 31, 2011, Dominion would have been required to post an additional $32 million and $88 million, respectively, of collateral to its counterparties. The collateral that would be required to be posted includes the impacts of any offsetting asset positions and any amounts already posted for derivatives, non-derivative contracts and derivatives elected under the normal purchases and normal sales exception, per contractual terms. Dominion had posted $5 million in collateral, including $3 million of letters of credit, at June 30, 2012 and $110 million in collateral, including $4 million of letters of credit, at December 31, 2011, related to derivatives with credit-related contingent provisions that are in a liability position and not fully collateralized with cash. The collateral posted includes any amounts paid related to non-derivative contracts and derivatives elected under the normal purchases and normal sales exception, per contractual terms. The aggregate fair value of all derivative instruments with credit-related contingent provisions that are in a liability position and not fully collateralized with cash as of June 30, 2012 and December 31, 2011 was $146 million and $259 million, respectively, which does not include the impact of any offsetting asset positions. Credit-related contingent provisions for Virginia Power were not material as of June 30, 2012 and December 31, 2011. See Note 8 for further information about derivative instruments.

Note 16. Related Party Transactions

Virginia Power engages in related-party transactions primarily with other Dominion subsidiaries (affiliates). Virginia Power’s receivable and payable balances with affiliates are settled based on contractual terms or on a monthly basis, depending on the nature of the underlying transactions. Virginia Power is included in Dominion’s consolidated federal income tax return and participates in certain Dominion benefit plans. A discussion of significant related party transactions follows.

Transactions with Affiliates

Virginia Power transacts with affiliates for certain quantities of natural gas and other commodities in the ordinary course of business. Virginia Power also enters into certain commodity derivative contracts with affiliates. Virginia Power uses these contracts, which are principally comprised of commodity swaps, to manage commodity price risk associated with purchases of natural gas.

DRS and affiliates provide accounting, legal, finance and certain administrative and technical services to Virginia Power.

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Presented below are significant transactions with DRS and other affiliates:

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
(millions)
Commodity purchases from affiliates	$	78	$	90	$	156	$	152
Services provided by affiliates		95		100		191		193

Virginia Power has borrowed funds from Dominion under short-term borrowing arrangements. Virginia Power’s outstanding borrowings, net of repayments, under the Dominion money pool for its nonregulated subsidiaries totaled $187 million as of both June 30, 2012 and December 31, 2011. There were no short-term demand note borrowings from Dominion as of June 30, 2012 and December 31, 2011. Interest charges related to Virginia Power’s borrowings from Dominion were immaterial for the three and six months ended June 30, 2012 and 2011, respectively.

Note 17. Employee Benefit Plans

The components of Dominion’s provision for net periodic benefit cost were as follows:

	Pension Benefits						Other Postretirement Benefits
	2012			2011			2012			2011
(millions)
Three Months Ended June 30,
Service cost	$	29		$	27		$	11		$	12
Interest cost		67			65			20			24
Expected return on plan assets		(107	)		(111	)		(20	)		(19	)
Amortization of prior service cost (credit)		1			1			(3	)		(4	)
Amortization of net loss		33			24			1			3
Settlements and curtailments		—			—			—			(1	)
Net periodic benefit cost	$	23		$	6		$	9		$	15
Six Months Ended June 30,
Service cost	$	58		$	54		$	22		$	24
Interest cost		134			129			40			47
Expected return on plan assets		(215	)		(221	)		(41	)		(39	)
Amortization of prior service cost (credit)		2			2			(6	)		(7	)
Amortization of net loss		66			48			3			6
Settlements and curtailments		—			—			—			(1	)
Net periodic benefit cost	$	45		$	12		$	18		$	30

Employer Contributions

During the six months ended June 30, 2012, Dominion made no contributions to its defined benefit pension plans or OPEB plans. Dominion expects to contribute approximately $16 million to its OPEB plans through Voluntary Employees’ Beneficiary Associations during the remainder of 2012.

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Note 18. Operating Segments

Dominion and Virginia Power are organized primarily on the basis of products and services sold in the U.S. A description of the operations included in the Companies’ primary operating segments is as follows:

Primary Operating Segment	Description of Operations	Dominion	Virginia Power
DVP	Regulated electric distribution	X	X
	Regulated electric transmission	X	X
	Nonregulated retail energy marketing (electric and gas)	X
Dominion Generation	Regulated electric fleet	X	X
	Merchant electric fleet	X
Dominion Energy	Gas transmission and storage	X
	Gas distribution and storage	X
	LNG import and storage	X
	Producer services	X

In addition to the operating segments above, the Companies also report a Corporate and Other segment.

The Corporate and Other Segment of Dominion includes its corporate, service company and other functions (including unallocated debt) and certain specific items that are not included in profit measures evaluated by executive management in assessing segment performance or allocating resources among the segments.

In the six months ended June 30, 2012, Dominion reported an after-tax net expense of $71 million for specific items in the Corporate and Other segment, all of which was attributable to its operating segments. In the six months ended June 30, 2011, Dominion reported after-tax net expenses of $44 million for specific items in the Corporate and Other segment, with $36 million of these net expenses attributable to its operating segments.

The net expenses for specific items in 2012 primarily related to the impact of the following items:

• A $74 million ($45 million after-tax) charge reflecting restoration costs associated with damage caused by late June summer storms, attributable to DVP;

• A $30 million ($17 million after-tax) loss from discontinued operations of State Line and Salem Harbor for which agreements to sell were executed in the second quarter of 2012, attributable to Dominion Generation; and

• A $23 million ($16 million after-tax) loss from operations of Kewaunee, attributable to Dominion Generation. Kewaunee’s results of operations have been reflected in the Corporate and Other segment due to Dominion’s decision in the first quarter of 2011 to pursue the sale of Kewaunee.

The net expenses for specific items in 2011 primarily related to the impact of the following items:

• A $39 million ($30 million after-tax) loss from discontinued operations of State Line and Salem Harbor for which agreements to sell were executed in the second quarter of 2012, attributable to Dominion Generation; and

• A $37 million ($20 million after-tax) loss from the operations of Kewaunee, attributable to Dominion Generation. Kewaunee’s results of operations have been reflected in the Corporate and Other segment due to Dominion’s decision in the first quarter of 2011 to pursue the sale of Kewaunee.

The Corporate and Other Segment of Virginia Power primarily includes certain specific items that are not included in profit measures evaluated by executive management in assessing segment performance or allocating resources among the segments. In the six months ended June 30, 2012, Virginia Power reported an after-tax expense of $44 million for specific items attributable to its operating segments in the Corporate and Other segment. In the six months ended June 30, 2011, Virginia Power reported after-tax net expenses of $5 million for specific items attributable to its operating segments in the Corporate and Other segment.

The net expenses for specific items in 2012 primarily related to the impact of a $74 million ($45 million after-tax) charge reflecting restoration costs associated with damage caused by late June summer storms, attributable to DVP.

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The following table presents segment information pertaining to Dominion’s operations:

	DVP		Dominion Generation(1)		Dominion Energy		Corporate and Other(1)			Adjustments/ Eliminations			Consolidated Total
(millions)
Three Months Ended June 30,
2012
Total revenue from external customers	$	806	$	1,604	$	371	$	33		$	239		$	3,053
Intersegment revenue		13		89		220		146			(468	)		—
Total operating revenue		819		1,693		591		179			(229	)		3,053
Loss from discontinued operations		—		—		—		(18	)		—			(18	)
Net income (loss) attributable to Dominion		143		152		109		(146	)		—			258
2011
Total revenue from external customers	$	828	$	1,707	$	379	$	37		$	337		$	3,288
Intersegment revenue		18		87		294		151			(550	)		—
Total operating revenue		846		1,794		673		188			(213	)		3,288
Loss from discontinued operations		—		—		—		(5	)		—			(5	)
Net income (loss) attributable to Dominion		115		188		104		(71	)		—			336
Six Months Ended June 30,
2012
Total revenue from external customers	$	1,737	$	3,249	$	987	$	72		$	470		$	6,515
Intersegment revenue		75		165		420		295			(955	)		—
Total operating revenue		1,812		3,414		1,407		367			(485	)		6,515
Loss from discontinued operations		—		—		—		(17	)		—			(17	)
Net income (loss) attributable to Dominion		309		374		258		(189	)		—			752
2011
Total revenue from external customers	$	1,879	$	3,495	$	1,213	$	74		$	610		$	7,271
Intersegment revenue		113		157		502		294			(1,066	)		—
Total operating revenue		1,992		3,652		1,715		368			(456	)		7,271
Loss from discontinued operations		—		—		—		(30	)		—			(30	)
Net income (loss) attributable to Dominion		264		472		273		(194	)		—			815

(1) Dominion’s segment information for the six months ended June 30, 2012 and the three and six months ended June 30, 2011 has been recast to reflect Salem Harbor and State Line as discontinued operations, as discussed in Note 3.

Intersegment sales and transfers for Dominion are based on contractual arrangements and may result in intersegment profit or loss that is eliminated in consolidation.

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The following table presents segment information pertaining to Virginia Power’s operations:

	DVP		Dominion Generation		Corporate and Other			Consolidated Total
(millions)
Three Months Ended June 30,
2012
Operating revenue	$	449	$	1,307	$	—		$	1,756
Net income (loss)		100		118		(46	)		172
2011
Operating revenue	$	430	$	1,328	$	(1	)	$	1,757
Net income (loss)		102		144		(5	)		241
Six Months Ended June 30,
2012
Operating revenue	$	908	$	2,602	$	—		$	3,510
Net income (loss)		207		251		(43	)		415
2011
Operating revenue	$	883	$	2,632	$	(1	)	$	3,514
Net income (loss)		215		309		(5	)		519

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MD&A discusses Dominion’s and Virginia Power’s results of operations and general financial condition. MD&A should be read in conjunction with the Companies’ Consolidated Financial Statements.

Contents of MD&A

MD&A consists of the following information:

• Forward-Looking Statements

• Accounting Matters

• Dominion

• Results of Operations

• Segment Results of Operations

• Virginia Power

• Results of Operations

• Segment Results of Operations

• Liquidity and Capital Resources

• Future Issues and Other Matters

Forward-Looking Statements

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

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

• Unusual weather conditions and their effect on energy sales to customers and energy commodity prices;

• Extreme weather events and other natural disasters, including hurricanes, high winds, severe storms, and earthquakes that can cause outages and property damage to facilities;

• Federal, state and local legislative and regulatory developments;

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

• Cost of environmental compliance, including those costs related to climate change;

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

• Unplanned outages of the Companies’ facilities;

• Fluctuations in energy-related commodity prices and the effect these could have on Dominion’s earnings and Dominion’s and Virginia Power’s liquidity position and the underlying value of their assets;

• Counterparty credit and performance risk;

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

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

• Price risk due to investments held in nuclear decommissioning trusts by Dominion and Virginia Power and in benefit plan trusts by Dominion;

• Fluctuations in interest rates;

• Changes in federal and state tax laws and regulations;

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

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

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

• The risks of operating businesses in regulated industries that are subject to changing regulatory structures;

• Asset portfolio reviews and resulting decisions to acquire or divest assets; and receipt of approvals for, and timing of, closing dates for these or other transactions;

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• Changes in rules for RTOs and ISOs in which Dominion and Virginia Power participate, including changes in rate designs and new and evolving capacity models;

• Political and economic conditions, including inflation and deflation;

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

• Industrial, commercial and residential growth or decline in the Companies’ service areas and changes in customer growth or usage patterns, including as a result of energy conservation programs;

• Additional competition in the electric industry, including in electric markets in which Dominion’s merchant generation facilities operate, and potential competition in the construction and ownership of electric transmission facilities in Virginia Power’s service territory, in connection with recent FERC orders;

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

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

• Timing and receipt of regulatory approvals necessary for planned construction or expansion projects;

• The inability to complete planned construction projects within the terms and time frames initially anticipated; and

• Adverse outcomes in litigation matters or regulatory proceedings.

Additionally, other risks that could cause actual results to differ from predicted results are set forth in Item 1A. Risk Factors in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2011.

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

Accounting Matters

Critical Accounting Policies and Estimates

As of June 30, 2012, there have been no significant changes with regard to the critical accounting policies and estimates disclosed in MD&A in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2011. The policies disclosed included the accounting for regulated operations, AROs, income taxes, derivative contracts and other instruments at fair value, goodwill and long-lived asset impairment testing, employee benefit plans and unbilled revenue.

Dominion

Results of Operations

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

	2012		2011		$ Change
(millions, except EPS)
Second Quarter
Net income attributable to Dominion	$	258	$	336	$	(78	)
Diluted EPS		0.45		0.58		(0.13	)
Year-To-Date
Net income attributable to Dominion	$	752	$	815	$	(63	)
Diluted EPS		1.31		1.41		(0.10	)

Overview

Second Quarter 2012 vs. 2011

Net income attributable to Dominion decreased by 23%. Unfavorable drivers include the restoration costs associated with damage caused by late June 2012 summer storms and the impact of less favorable weather on Dominion’s electric utility operations.

Year-To-Date 2012 vs. 2011

Net income attributable to Dominion decreased by 8%. Unfavorable drivers include the restoration costs associated with damage caused by late June 2012 summer storms, the impact of less favorable weather on Dominion’s electric utility operations and lower margins from merchant generation operations, partially offset by lower operations and maintenance expenses.

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Analysis of Consolidated Operations

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

	Second Quarter									Year-To-Date
	2012			2011			$ Change			2012			2011			$ Change
(millions)
Operating revenue	$	3,053		$	3,288		$	(235	)	$	6,515		$	7,271		$	(756	)
Electric fuel and other energy-related purchases		906			957			(51	)		1,841			1,978			(137	)
Purchased electric capacity		98			116			(18	)		211			235			(24	)
Purchased gas		215			365			(150	)		627			1,007			(380	)
Net revenue		1,834			1,850			(16	)		3,836			4,051			(215	)
Other operations and maintenance		782			739			43			1,415			1,528			(113	)
Depreciation, depletion and amortization		289			255			34			576			515			61
Other taxes		146			123			23			315			282			33
Other income		44			39			5			118			96			22
Interest and related charges		224			216			8			452			442			10
Income tax expense		154			211			(57	)		413			527			(114	)
Loss from discontinued operations		(18	)		(5	)		(13	)		(17	)		(30	)		13

An analysis of Dominion’s results of operations follows:

Second Quarter 2012 vs. 2011

Net revenue decreased 1%, primarily reflecting:

• A $42 million decrease from merchant generation operations primarily due to a decrease in realized prices at certain fossil generation facilities;

• An $11 million decrease from regulated natural gas distribution operations primarily reflecting decreased rider revenue related to low income assistance programs;

• An $8 million decrease from regulated natural gas transmission operations; and

• A $1 million decrease from electric utility operations primarily reflecting:

• The impact ($47 million) of a decrease in sales to retail customers primarily due to a decrease in cooling degree days; and

• A decrease in ancillary revenues received from PJM ($18 million), largely reflecting milder weather and lower commodity prices; partially offset by

• An increase in rate adjustment clause revenue ($37 million);

• A decrease in net capacity expenses ($15 million); and

• The impact of various other immaterial items ($12 million).

These decreases were partially offset by:

• A $50 million increase in retail energy marketing activities primarily due to price risk management activities.

Other operations and maintenance increased 6%, primarily reflecting:

• A $64 million increase in storm damage and service restoration costs primarily due to the damage caused by late June summer storms in 2012; and

• A $22 million increase in certain electric transmission-related expenditures. These expenses are recovered through FERC rates.

These increases were partially offset by:

• A $29 million decrease attributable to increased deferrals for construction activities related to regulated operations;

• A $15 million decrease in rent expense due to the consolidation of Fairless in October 2011; and

• An $11 million decrease in bad debt expense at regulated natural gas distribution operations primarily related to low income assistance programs. These expenses are recovered through rates and do not impact net income.

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Depreciation, depletion and amortization increased 13%, primarily due to property additions.

Other taxes increased 19%, primarily reflecting the Connecticut electric generation tax enacted in the second half of 2011 ($11 million) and additional property tax due to increased investments ($6 million).

Income tax expense decreased 27%, primarily reflecting lower pre-tax income in 2012.

Year-To-Date 2012 vs. 2011

Net revenue decreased 5%, primarily reflecting:

• A $132 million decrease from regulated natural gas distribution operations primarily reflecting decreased rider revenue ($110 million) related to low income assistance programs;

• A $97 million decrease from merchant generation operations primarily reflecting a decline at certain nuclear generation facilities ($51 million) largely due to a decrease in realized prices and a decline at certain fossil generation facilities ($46 million) largely due to a decrease in realized prices ($30 million) and lower generation ($16 million);

• A $23 million decrease in producer services primarily related to lower physical margins partially offset by favorable price changes on economic hedging positions, all associated with natural gas aggregation, marketing and trading activities; and

• A $20 million decrease from electric utility operations primarily reflecting:

• The impact ($88 million) of a decrease in sales to retail customers primarily due to a decrease in cooling and heating degree days ($144 million), partially offset by an increase in sales due to the effect of favorable economic conditions on customer usage and other factors ($56 million); and

• A decrease in ancillary revenues received from PJM ($22 million), largely reflecting milder weather and lower commodity prices; partially offset by

• An increase in rate adjustment clause revenue ($59 million);

• A decrease in net capacity expenses ($24 million); and

• The impact of various other immaterial items ($7 million).

These decreases were partially offset by:

• A $79 million increase in retail energy marketing activities primarily due to price risk management activities.

Other operations and maintenance decreased 7%, primarily reflecting:

• A $110 million decrease in bad debt expense at regulated natural gas distribution operations primarily related to low income assistance programs. These expenses are recovered through rates and do not impact net income;

• A $49 million decrease attributable to increased deferrals for construction activities related to regulated operations;

• A $30 million decrease in salaries, wages and benefits; and

• A $30 million decrease in rent expense due to the consolidation of Fairless in October 2011.

These decreases were partially offset by:

• A $55 million increase in storm damage and service restoration costs primarily due to the damage caused by late June summer storms in 2012; and

• A $35 million increase in certain electric transmission-related expenditures. These expenses are recovered through FERC rates.

Depreciation, depletion and amortization increased 12%, primarily due to property additions.

Other taxes increased 12%, primarily reflecting the Connecticut electric generation tax enacted in the second half of 2011 ($22 million) and additional property tax due to increased investments ($12 million).

Other income increased 23%, primarily due to higher realized gains (including investment income) on nuclear decommissioning trust funds ($8 million), an increase in the equity component of AFUDC ($5 million) and an increase in earnings from equity method investments ($5 million).

Income tax expense decreased 22%, primarily reflecting lower pre-tax income and a lower effective income tax rate in 2012.

PAGE 56

Segment Results of Operations

Segment results include the impact of intersegment revenues and expenses, which may result in intersegment profit and loss. Presented below is a summary of contributions by Dominion’s operating segments to net income attributable to Dominion:

	Net Income attributable to Dominion									Diluted EPS
Second Quarter	2012			2011			$ Change			2012			2011			$ Change
(millions, except EPS)
DVP	$	143		$	115		$	28		$	0.25		$	0.20		$	0.05
Dominion Generation		152			188			(36	)		0.27			0.33			(0.06	)
Dominion Energy		109			104			5			0.19			0.18			0.01
Primary operating segments		404			407			(3	)		0.71			0.71			—
Corporate and Other		(146	)		(71	)		(75	)		(0.26	)		(0.13	)		(0.13	)
Consolidated	$	258		$	336		$	(78	)	$	0.45		$	0.58		$	(0.13	)
Year-To-Date
DVP	$	309		$	264		$	45		$	0.54		$	0.46		$	0.08
Dominion Generation		374			472			(98	)		0.66			0.82			(0.16	)
Dominion Energy		258			273			(15	)		0.45			0.47			(0.02	)
Primary operating segments		941			1,009			(68	)		1.65			1.75			(0.10	)
Corporate and Other		(189	)		(194	)		5			(0.34	)		(0.34	)		—
Consolidated	$	752		$	815		$	(63	)	$	1.31		$	1.41		$	(0.10	)

DVP

Presented below are selected operating statistics related to DVP’s operations:

	Second Quarter							Year-To-Date
	2012		2011		% Change			2012		2011		% Change
Electricity delivered (million MWh)		19.1		19.9		(4	)%		38.7		40.8		(5	)%
Degree days (electric distribution service area):
Cooling		510		630		(19	)		536		631		(15	)
Heating		230		222		4			1,702		2,290		(26	)
Average electric distribution customer accounts (thousands)(1)		2,452		2,435		1			2,450		2,435		1
Average retail energy marketing customer accounts (thousands)(1)		2,134		2,164		(1	)		2,128		2,144		(1	)

(1) Period average.

PAGE 57

Presented below, on an after-tax basis, are the key factors impacting DVP’s net income contribution:

	Second Quarter 2012 vs. 2011 Increase (Decrease)						Year-To-Date 2012 vs. 2011 Increase (Decrease)
	Amount			EPS			Amount			EPS
(millions, except EPS)
Regulated electric sales:
Weather	$	(10	)	$	(0.02	)	$	(28	)	$	(0.05	)
Other		6			0.01			12			0.02
FERC transmission equity return		3			0.01			12			0.02
Retail energy marketing operations		31			0.05			51			0.08
Storm damage and service restoration(1)		6			0.01			11			0.02
Other		(8	)		(0.01	)		(13	)		(0.02	)
Share accretion		—			—			—			0.01
Change in net income contribution	$	28		$	0.05		$	45		$	0.08

(1) Excludes restoration costs associated with damage caused by late June 2012 summer storms reflected in the Corporate and Other segment.

Dominion Generation

Presented below are selected operating statistics related to Dominion Generation’s operations:

	Second Quarter							Year-To-Date
	2012		2011		% Change			2012		2011		% Change
Electricity supplied (million MWh):
Utility		19.1		19.9		(4	)%		38.7		40.8		(5	)%
Merchant(1)		9.5		10.7		(11	)		20.5		21.9		(6	)
Degree days (electric utility service area):
Cooling		510		630		(19	)		536		631		(15	)
Heating		230		222		4			1,702		2,290		(26	)

(1) Includes 0.8 and 2.7 million MWh for the quarter and year-to-date periods ended June 30, 2012, respectively, and 2.0 and 3.9 million MWh for the quarter and year-to-date periods ended June 30, 2011, respectively, related to Kewaunee, State Line and Salem Harbor.

Presented below, on an after-tax basis, are the key factors impacting Dominion Generation’s net income contribution:

	Second Quarter 2012 vs. 2011 Increase (Decrease)						Year-To-Date 2012 vs. 2011 Increase (Decrease)
	Amount			EPS			Amount			EPS
(millions, except EPS)
Merchant generation margin	$	(31	)	$	(0.05	)	$	(76	)	$	(0.13	)
Regulated electric sales:
Weather		(22	)		(0.04	)		(59	)		(0.11	)
Other		—			—			15			0.03
PJM ancillary services		(11	)		(0.02	)		(25	)		(0.04	)
Net capacity expenses		9			0.02			15			0.03
Outage costs		21			0.03			16			0.03
Other O&M expenses		7			0.01			24			0.04
Other		(9	)		(0.02	)		(8	)		(0.01	)
Share accretion		—			0.01			—			—
Change in net income contribution	$	(36	)	$	(0.06	)	$	(98	)	$	(0.16	)

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Dominion Energy

Presented below are selected operating statistics related to Dominion Energy’s operations:

	Second Quarter							Year-To-Date
	2012		2011		% Change			2012		2011		% Change
Gas distribution throughput (bcf):
Sales		3		4		(25	)%		15		20		(25	)%
Transportation		47		45		4			145		155		(6	)
Heating degree days (gas distribution service area)		579		613		(6	)		2,888		3,756		(23	)
Average gas distribution customer accounts (thousands)(1):
Sales		243		249		(2	)		251		254		(1	)
Transportation		1,054		1,051		—			1,050		1,051		—

(1) Period average.

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Presented below, on an after-tax basis, are the key factors impacting Dominion Energy’s net income contribution:

	Second Quarter 2012 vs. 2011 Increase (Decrease)						Year-To-Date 2012 vs. 2011 Increase (Decrease)
	Amount			EPS			Amount			EPS
(millions, except EPS)
Weather	$	—		$	—		$	(7	)	$	(0.01	)
Producer services margin		(1	)		—			(15	)		(0.02	)
Gas transmission margin		(6	)		(0.01	)		(6	)		(0.01	)
Other O&M expenses		10			0.02			12			0.02
Other		2			—			1			—
Change in net income contribution	$	5		$	0.01		$	(15	)	$	(0.02	)

Corporate and Other

Presented below are the Corporate and Other segment’s after-tax results:

	Second Quarter									Year-To-Date
	2012			2011			$ Change			2012			2011			$ Change
(millions, except EPS)
Specific items attributable to operating segments	$	(79	)	$	4		$	(83	)	$	(71	)	$	(36	)	$	(35	)
Specific items attributable to corporate operations		—			—			—			—			(8	)		8
Total specific items		(79	)		4			(83	)		(71	)		(44	)		(27	)
Other corporate operations		(67	)		(75	)		8			(118	)		(150	)		32
Total net benefit (expense)	$	(146	)	$	(71	)	$	(75	)	$	(189	)	$	(194	)	$	5
EPS impact	$	(0.26	)	$	(0.13	)	$	(0.13	)	$	(0.34	)	$	(0.34	)	$	—

Total Specific Items

Corporate and Other includes specific items that are not included in profit measures evaluated by management in assessing segment performance or in allocating resources among the segments. See Note 18 to the Consolidated Financial Statements in this report for discussion of these items.

Other Corporate Operations

Year-To-Date 2012 vs. 2011

Net expenses decreased primarily due to lower state income tax expense and lower net interest expense.

PAGE 60

Virginia Power

Results of Operations

Presented below is a summary of Virginia Power’s consolidated results:

	Second Quarter							Year-To-Date
	2012		2011		$ Change			2012		2011		$ Change
(millions)
Net income	$	172	$	241	$	(69	)	$	415	$	519	$	(104	)

Overview

Second Quarter 2012 vs. 2011

Net income decreased by 29%. Unfavorable drivers include the impact of less favorable weather and the restoration costs associated with damage caused by late June 2012 summer storms.

Year-To-Date 2012 vs. 2011

Net income decreased by 20%. Unfavorable drivers include the impact of less favorable weather and the restoration costs associated with damage caused by late June 2012 summer storms, partially offset by the impact of rate adjustment clauses and favorable economic conditions on customer usage and other factors.

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Analysis of Consolidated Operations

Presented below are selected amounts related to Virginia Power’s results of operations:

	Second Quarter							Year-To-Date
	2012		2011		$ Change			2012		2011		$ Change
(millions)
Operating revenue	$	1,756	$	1,757	$	(1	)	$	3,510	$	3,514	$	(4	)
Electric fuel and other energy-related purchases		602		583		19			1,216		1,176		40
Purchased electric capacity		97		116		(19	)		210		234		(24	)
Net revenue		1,057		1,058		(1	)		2,084		2,104		(20	)
Other operations and maintenance		442		356		86			748		658		90
Depreciation and amortization		188		175		13			376		349		27
Other taxes		66		56		10			131		115		16
Other income		17		10		7			40		39		1
Interest and related charges		100		84		16			200		176		24
Income tax expense		106		156		(50	)		254		326		(72	)

An analysis of Virginia Power’s results of operations follows:

Second Quarter 2012 vs. 2011

Net revenue decreased $1 million, primarily reflecting:

• The impact ($47 million) of a decrease in sales to retail customers primarily due to a decrease in cooling degree days; and

• A decrease in ancillary revenues received from PJM ($18 million), largely reflecting milder weather and lower commodity prices; partially offset by

• An increase in rate adjustment clause revenue ($37 million);

• A decrease in net capacity expenses ($15 million); and

• The impact of various other immaterial items ($12 million).

Other operations and maintenance increased 24%, primarily reflecting:

• A $64 million increase in storm damage and service restoration costs primarily due to the damage caused by late June summer storms in 2012;

• A $22 million increase in certain electric transmission-related expenditures. These expenses are recovered through FERC rates; and

• An $18 million increase in planned outage costs due to an increase in scheduled outage days at certain generation facilities.

These increases were partially offset by:

• A $16 million decrease attributable to increased deferrals for construction activities related to regulated operations.

Interest and related charges increased 19%, primarily due to the absence of an interest benefit in 2011 relating to resolutions with taxing authorities ($11 million) and an increase related to unfavorable changes on interest rate derivatives ($5 million).

Income tax expense decreased 32%, primarily reflecting lower pre-tax income in 2012.

Year-To-Date 2012 vs. 2011

Net revenue decreased $20 million, primarily reflecting:

• The impact ($88 million) of a decrease in sales to retail customers primarily due to a decrease in cooling and heating degree days ($144 million), partially offset by an increase in sales due to the effect of favorable economic conditions on customer usage and other factors ($56 million); and

• A decrease in ancillary revenues received from PJM ($22 million), largely reflecting milder weather and lower commodity prices; partially offset by

• An increase in rate adjustment clause revenue ($59 million);

• A decrease in net capacity expenses ($24 million); and

• The impact of various other immaterial items ($7 million).

PAGE 62

Other operations and maintenance increased 14%, primarily reflecting:

• A $55 million increase in storm damage and service restoration costs primarily due to the damage caused by late June summer storms in 2012;

• A $35 million increase in certain electric transmission-related expenditures. These expenses are recovered through FERC rates; and

• A $29 million increase in planned outage costs due to an increase in scheduled outage days at certain nuclear generation facilities.

These increases were partially offset by:

• A $30 million decrease attributable to increased deferrals for construction activities related to regulated operations.

Other taxes increased 14%, primarily reflecting higher use taxes ($9 million) and additional property tax due to increased investments and higher rates ($5 million).

Interest and related charges increased 14%, primarily due to the absence of an interest benefit in 2011 relating to resolutions with taxing authorities ($11 million), an increase in interest expense associated with the January 2012 senior note issuance ($6 million) and an increase related to unfavorable changes on interest rate derivatives ($4 million).

Income tax expense decreased 22%, primarily reflecting lower pre-tax income in 2012.

Segment Results of Operations

Presented below is a summary of contributions by Virginia Power’s operating segments to net income:

	Second Quarter									Year-To-Date
	2012			2011			$ Change			2012			2011			$ Change
(millions)
DVP	$	100		$	102		$	(2	)	$	207		$	215		$	(8	)
Dominion Generation		118			144			(26	)		251			309			(58	)
Primary operating segments		218			246			(28	)		458			524			(66	)
Corporate and Other		(46	)		(5	)		(41	)		(43	)		(5	)		(38	)
Consolidated	$	172		$	241		$	(69	)	$	415		$	519		$	(104	)

DVP

Presented below are operating statistics related to Virginia Power’s DVP segment:

	Second Quarter							Year-To-Date
	2012		2011		% Change			2012		2011		% Change
Electricity delivered (million MWh)		19.1		19.9		(4	)%		38.7		40.8		(5	)%
Degree days (electric distribution service area):
Cooling		510		630		(19	)		536		631		(15	)
Heating		230		222		4			1,702		2,290		(26	)
Average electric distribution customer accounts (thousands)(1)		2,452		2,435		1			2,450		2,435		1

(1) Period average.

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Presented below, on an after-tax basis, are the key factors impacting Virginia Power’s DVP segment’s net income contribution:

	Second Quarter 2012 vs.  2011 Increase (Decrease)			Year-To-Date 2012 vs.  2011 Increase (Decrease)
(millions)
Regulated electric sales:
Weather	$	(10	)	$	(28	)
Other		6			12
FERC transmission equity return		3			12
Storm damage and service restoration(1)		6			11
Other		(7	)		(15	)
Change in net income contribution	$	(2	)	$	(8	)

(1) Excludes restoration costs associated with damage caused by late June 2012 summer storms reflected in the Corporate and Other segment.

Dominion Generation

Presented below are operating statistics related to Virginia Power’s Dominion Generation segment:

	Second Quarter							Year-To-Date
	2012		2011		% Change			2012		2011		% Change
Electricity supplied (million MWh):		19.1		19.9		(4	)%		38.7		40.8		(5	)%
Degree days (electric utility service area):
Cooling		510		630		(19	)		536		631		(15	)
Heating		230		222		4			1,702		2,290		(26	)

Presented below, on an after-tax basis, are the key factors impacting Virginia Power’s Dominion Generation segment’s net income contribution:

	Second Quarter 2012 vs. 2011 Increase (Decrease)			Year-To-Date 2012 vs.  2011 Increase (Decrease)
(millions)
Regulated electric sales:
Weather	$	(22	)	$	(59	)
Other		—			15
PJM ancillary services		(11	)		(25	)
Net capacity expenses		9			15
Outage costs		(11	)		(18	)
Other O&M expenses		8			19
Other		1			(5	)
Change in net income contribution	$	(26	)	$	(58	)

Corporate and Other

Corporate and Other includes specific items that are not included in profit measures evaluated by management in assessing segment performance or in allocating resources among the segments. See Note 18 to the Consolidated Financial Statements in this report for discussion of these items.

Liquidity and Capital Resources

Dominion and Virginia Power depend on both internal and external sources of liquidity to provide working capital and to fund capital requirements. Short-term cash requirements not met by cash provided by operations are generally satisfied with proceeds from short-term borrowings. Long-term cash needs are met through issuances of debt and/or equity securities.

At June 30, 2012, Dominion had $1.9 billion of unused capacity under its credit facilities, including $770 million of unused capacity under joint credit facilities available to Virginia Power.

PAGE 64

The sales of Salem Harbor and State Line, which were classified as discontinued operations in the second quarter of 2012, are not expected to negatively impact Dominion’s liquidity. Two of the four units at Salem Harbor were retired on December 31, 2011, with the remaining two units to be retired on June 1, 2014. State Line was retired in March 2012.

A summary of Dominion’s cash flows is presented below:

	2012			2011
(millions)
Cash and cash equivalents at January 1	$	102		$	62
Cash flows provided by (used in):
Operating activities		2,398			1,287
Investing activities		(1,864	)		(1,535	)
Financing activities		(474	)		266
Net increase in cash and cash equivalents		60			18
Cash and cash equivalents at June 30	$	162		$	80

A summary of Virginia Power’s cash flows is presented below:

	2012			2011
(millions)
Cash and cash equivalents at January 1	$	29		$	5
Cash flows provided by (used in):
Operating activities		1,351			837
Investing activities		(1,084	)		(973	)
Financing activities		(269	)		184
Net increase (decrease) in cash and cash equivalents		(2	)		48
Cash and cash equivalents at June 30	$	27		$	53

Operating Cash Flows

Net cash provided by Dominion’s operating activities increased by $1.1 billion, primarily due to higher deferred fuel cost recoveries in its Virginia jurisdiction, lower margin collateral requirements, lower state income tax payments and changes in other working capital items, partially offset by lower merchant generation margins and the impact of less favorable weather.

Net cash provided by Virginia Power’s operating activities increased by $514 million, primarily due to higher deferred fuel cost recoveries in its Virginia jurisdiction and net changes in other working capital items. The increase was partially offset by higher income tax payments and the impact of less favorable weather.

Dominion believes that its operations provide a stable source of cash flow to contribute to planned levels of capital expenditures and maintain or grow the dividend on common shares. Virginia Power believes that its operations provide a stable source of cash flow to contribute to planned levels of capital expenditures and provide dividends to Dominion.

The Companies’ operations are subject to risks and uncertainties that may negatively impact the timing or amounts of operating cash flows, which are discussed in Item 1A. Risk Factors in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2011.

Credit Risk

Dominion’s exposure to potential concentrations of credit risk results primarily from its energy marketing and price risk management activities. Presented below is a summary of Dominion’s credit exposure as of June 30, 2012 for these activities. Gross credit exposure for each counterparty is calculated prior to the application of collateral and represents outstanding receivables plus any unrealized on- or off-balance sheet exposure, taking into account contractual netting rights.

PAGE 65

	Gross  Credit Exposure		Credit Collateral		Net Credit Exposure
(millions)
Investment grade(1)	$	266	$	22	$	244
Non-investment grade(2)		101		18		83
No external ratings:
Internally rated – investment grade(3)		19		—		19
Internally rated – non-investment grade(4)		78		—		78
Total	$	464	$	40	$	424

(1) Designations as investment grade are based upon minimum credit ratings assigned by Moody’s and Standard & Poor’s. The five largest counterparty exposures, combined, for this category represented approximately 39% of the total net credit exposure.

(2) The five largest counterparty exposures, combined, for this category represented approximately 13% of the total net credit exposure.

(3) The five largest counterparty exposures, combined, for this category represented approximately 4% of the total net credit exposure.

(4) The five largest counterparty exposures, combined, for this category represented approximately 9% of the total net credit exposure.

Virginia Power’s exposure to potential concentrations of credit risk results primarily from sales to wholesale customers. At June 30, 2012, Virginia Power’s exposure to potential concentrations of credit risk was not considered material.

Investing Cash Flows

Net cash used in Dominion’s investing activities increased by $329 million, primarily due to higher capital expenditures, mainly related to investments in growth projects.

Net cash used in Virginia Power’s investing activities increased by $111 million, primarily due to higher capital expenditures and lower restricted cash reimbursements for the purpose of funding certain qualifying construction projects.

Financing Cash Flows and Liquidity

Dominion and Virginia Power rely on capital markets as significant sources of funding for capital requirements not satisfied by cash provided by their operations. As discussed further in Credit Ratings and Debt Covenants in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2011, the Companies’ ability to borrow funds or issue securities and the return demanded by investors are affected by credit ratings. In addition, the raising of external capital is subject to certain regulatory requirements, including registration with the SEC and, in the case of Virginia Power, approval by the Virginia Commission.

Each of the Companies meets the definition of a well-known seasoned issuer under SEC rules governing the registration, communications and offering processes under the Securities Act of 1933, as amended. The rules provide for a streamlined shelf registration process to provide registrants with timely access to capital. This allows the Companies to use automatic shelf registration statements to register any offering of securities, other than those for exchange offers or business combination transactions.

For the six months ended June 30, 2012, net cash used in Dominion’s financing activities was $474 million as compared to net cash provided by financing activities of $266 million in 2011, primarily due to net debt repayments in 2012 as compared to net debt issuances in 2011 as a result of higher cash inflow from operations, partially offset by the absence of the repurchase of common stock recorded in 2011.

For the six months ended June 30, 2012, net cash used in Virginia Power’s financing activities was $269 million as compared to net cash provided by financing activities of $184 million in 2011, primarily due to lower net debt issuances.

See Note 13 to the Consolidated Financial Statements in this report for further information regarding Dominion’s and Virginia Power’s credit facilities, liquidity and significant financing transactions.

Credit Ratings

Credit ratings are intended to provide banks and capital market participants with a framework for comparing the credit quality of securities and are not a recommendation to buy, sell or hold securities. In the Credit Ratings section of MD&A in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2011, there is a discussion on the use of capital markets by the Companies, as well as the impact of credit ratings on the accessibility and costs of using these markets. As of June 30, 2012, there have been no changes in the Companies’ credit ratings.

PAGE 66

Debt Covenants

In the Debt Covenants section of MD&A in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2011, there is a discussion on the various covenants present in the enabling agreements underlying the Companies’ debt. As of June 30, 2012, there have been no material changes to debt covenants, nor any events of default under the Companies’ debt covenants.

Virginia Power Mortgage Supplement

Substantially all of Virginia Power’s property is subject to the lien of the Indenture of Mortgage securing its First and Refunding Mortgage Bonds. There were no bonds outstanding as of June 30, 2012; however, by leaving the indenture open, Virginia Power expects to retain the flexibility to issue mortgage bonds in the future. In July 2012, Virginia Power entered into a supplement to the indenture in order to amend various of its terms and conditions and to incorporate certain new provisions. The supplement reduces Virginia Power’s overall compliance responsibilities associated with the indenture by limiting the maximum principal amount of bonds that may be outstanding under the indenture to $10 million unless otherwise provided in a further supplement, and by modifying or eliminating altogether certain compliance requirements while there are no bonds outstanding. The supplement also provides Virginia Power with flexibility to determine when or if certain newly or recently acquired properties will be pledged as collateral under the indenture. A copy of the Ninety-Second Supplemental Indenture is attached hereto as Exhibit 4.1.

Future Cash Payments for Contractual Obligations and Planned Capital Expenditures

As of June 30, 2012, there have been no material changes outside the ordinary course of business to Dominion’s or Virginia Power’s contractual obligations nor any material changes to planned capital expenditures as disclosed in MD&A in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2011.

Use of Off-Balance Sheet Arrangements

As of June 30, 2012, there have been no material changes in the off-balance sheet arrangements disclosed in MD&A in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2011.

Future Issues and Other Matters

The following discussion of future issues and other information includes current developments of previously disclosed matters and new issues arising during the period covered by, and subsequent to, the dates of Dominion’s and Virginia Power’s Consolidated Financial Statements that may impact the Companies’ future results of operations, financial condition and/or cash flows. This section should be read in conjunction with Item 1. Business and Future Issues and Other Matters in Item 7. MD&A in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2011 and Future Issues and Other Matters in Dominion’s and Virginia Power’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.

Environmental Matters

Dominion and Virginia Power are subject to costs resulting from a number of federal, state and local laws and regulations designed to protect human health and the environment. These laws and regulations affect future planning and existing operations. They can result in increased capital, operating and other costs as a result of compliance, remediation, containment and monitoring obligations. See Note 23 to the Consolidated Financial Statements in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2011, Note 12 to the Consolidated Financial Statements in Dominion’s and Virginia Power’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 and Note 14 to the Consolidated Financial Statements in this report for additional information on various environmental matters.

Air

In June 2012, the EPA issued a proposed rule that would set a more stringent annual air quality standard for fine particulate matter. The EPA is expected to issue a final rule in December 2012 and complete final air quality designations by December 2014. States will have until 2020 to meet the revised standard. The extent to which a revised particulate matter standard will impact Dominion is uncertain at this time, but is not expected to be material.

Water

In July 2012, the EPA announced a delay from July 2012 to June 2013 of its impending rulemaking related to CWA Section 316(b) which seeks to establish a uniform national standard for impingement, but forgoes the creation of a single technology standard for entrainment. Dominion and Virginia Power cannot estimate the need or potential for entrainment controls under the proposed rule as these decisions will be made on a case-by-case basis after a thorough review of detailed biological, technology, cost and benefit studies. However, the impacts of this proposed rule may be material to results of operations, financial condition, and/or cash flows.

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Regulatory Matters

See Note 14 to the Consolidated Financial Statements in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2011, Note 9 to the Consolidated Financial Statements in Dominion’s and Virginia Power’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 and Note 11 to the Consolidated Financial Statements in this report for additional information on various regulatory matters.

Legal Matters

See Item 3. Legal Proceedings in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2011, Notes 9 and 12 to the Consolidated Financial Statements in Dominion’s and Virginia Power’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 and Notes 11 and 14 to the Consolidated Financial Statements in this report for additional information on various legal matters.

Dodd-Frank Act

The Dodd-Frank Act was enacted into law in July 2010 in an effort to improve regulation of financial markets. The Dodd-Frank Act includes provisions that will require certain over-the-counter derivatives, or swaps, to be centrally cleared and executed through an exchange or other approved trading platform. Non-financial entities that use swaps to hedge or mitigate commercial risk, often referred to as end users, can choose to exempt their hedging transactions from these clearing and exchange trading requirements. Final rules for the over-the-counter derivative-related provisions of the Dodd-Frank Act will continue to be established through the ongoing rulemaking process of the applicable regulators. In June 2011, both the CFTC and the SEC confirmed that they would not complete the required rulemakings by the July 2011 deadline under the Dodd-Frank Act. Each agency has granted temporary relief from most derivative-related provisions of the Dodd-Frank Act until the effective date of the applicable rules. Currently, the CFTC’s temporary relief would expire no later than December 31, 2012. If, as a result of the rulemaking process, Dominion’s or Virginia Power’s derivative activities are not exempted from the clearing, exchange trading or margin requirements, the Companies could be subject to higher costs, including from higher margin requirements, for their derivative activities. In addition, implementation of, and compliance with, the over-the-counter derivative provisions of the Dodd-Frank Act by the Companies’ swap counterparties could result in increased costs related to the Companies’ derivative activities. While new rules implementing part of the Dodd-Frank Act were recently issued, the Companies are still evaluating the impact of these rules. Due to the ongoing rulemaking process, the Companies are currently unable to assess the potential impact of the Dodd-Frank Act’s derivative-related provisions on their financial condition, results of operations or cash flows.

Cove Point Export Project

Dominion is pursuing a liquefaction project at Cove Point, which would enable the facility to liquefy domestically-produced natural gas and export it as LNG. The planned capacity is approximately 750 million cubic feet per day on the inlet and approximately 4.5 to 5 million metric tons per annum on the outlet. In March 2012, Cove Point entered into precedent agreements with two major companies, one of which is Sumitomo Corporation, pursuant to which Cove Point would provide liquefaction, storage and loading services but would not own or directly export the LNG. In June 2012, Dominion and the two companies amended the respective precedent agreements to extend negotiations for the definitive terminal service agreements, which Cove Point expects to complete by the end of this year. In May 2012, in response to claims by the Sierra Club, Cove Point filed a complaint for declaratory judgment to confirm its right to construct the project. A hearing on the matter is set for October 2012.

Subject to a final decision on pursuing the project, execution of binding terminal service agreements, receipt of regulatory and other approvals, and successful completion of engineering studies, construction of liquefaction facilities could begin in 2014 with an in-service date in 2017.

Moving Ahead for Progress in the 21^st Century Act

On July 6, 2012, the Moving Ahead for Progress in the 21^st Century Act was signed into law. This Act includes a provision that increases the interest rates used to determine plan sponsors’ pension contributions for required funding purposes. Although the Internal Revenue Service has not yet released the new interest rates, Dominion expects the new rates will reduce required pension contributions for 2013 through 2015. Dominion believes that required pension contributions will rise subsequent to 2015, resulting in little net impact to cumulative required contributions over a 10-year period.

Electric Transmission Projects

In June 2012, Virginia Power requested Virginia Commission approval of the Surry-to-Skiffes Creek line and Skiffes Creek-to-Whealton line. The proposed project is estimated to cost approximately $151 million. Subject to the receipt of applicable state and federal regulatory approvals, the Surry-to-Skiffes Creek line and Skiffes Creek-to-Whealton line are expected to be completed by May 2015.

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Virginia Power also presented for the Virginia Commission’s consideration an approximately 37-mile alternate route for the 500-kV line from Virginia Power’s existing Chickahominy Substation to the proposed Skiffes Creek Switching Station. The alternate route combined with the Skiffes Creek-to-Whealton line is estimated to cost approximately $213 million.

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ITEM 3.

QUANTITATIVE AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

The matters discussed in this Item may contain “forward-looking statements” as described in the introductory paragraphs under Part I, Item 2. MD&A of this Form 10-Q. The reader’s attention is directed to those paragraphs for discussion of various risks and uncertainties that may impact Dominion and Virginia Power.

Market Risk Sensitive Instruments and Risk Management

Dominion’s and Virginia Power’s financial instruments, commodity contracts and related financial derivative instruments are exposed to potential losses due to adverse changes in commodity prices, interest rates and equity security prices as described below. Commodity price risk is present in Dominion’s and Virginia Power’s electric operations, Dominion’s gas procurement operations, and Dominion’s energy marketing and trading operations due to the exposure to market shifts in prices received and paid for electricity, natural gas and other commodities. The Companies use commodity derivative contracts to manage price risk exposures for these operations. Interest rate risk is generally related to their outstanding debt. In addition, they are exposed to investment price risk through various portfolios of equity and debt securities.

The following sensitivity analysis estimates the potential loss of future earnings or fair value from market risk sensitive instruments over a selected time period due to a 10% unfavorable change in commodity prices or interest rates.

Commodity Price Risk

To manage price risk, Dominion and Virginia Power primarily hold commodity-based financial derivative instruments for non-trading purposes associated with purchases and sales of electricity, natural gas and other energy-related products. As part of its strategy to market energy and to manage related risks, Dominion also holds commodity-based financial derivative instruments for trading purposes.

The derivatives used to manage commodity price risk are executed within established policies and procedures and may include instruments such as futures, forwards, swaps, options and FTRs that are sensitive to changes in the related commodity prices. For sensitivity analysis purposes, the hypothetical change in market prices of commodity-based financial derivative instruments is determined based on models that consider the market prices of commodities in future periods, the volatility of the market prices in each period, as well as the time value factors of the derivative instruments. Prices and volatility are principally determined based on observable market prices.

A hypothetical 10% unfavorable change in commodity prices of Dominion’s non-trading commodity-based financial derivative instruments would have resulted in a decrease in fair value of approximately $175 million and $179 million as of June 30, 2012 and December 31, 2011, respectively. A hypothetical 10% unfavorable change in commodity prices of Dominion’s commodity-based financial derivative instruments held for trading purposes would have resulted in a decrease in fair value of approximately $9 million and $8 million as of June 30, 2012 and December 31, 2011, respectively.

A hypothetical 10% unfavorable change in commodity prices would not have resulted in a material change in the fair value of Virginia Power’s non-trading commodity-based financial derivatives as of June 30, 2012 or December 31, 2011.

The impact of a change in energy commodity prices on Dominion’s and Virginia Power’s non-trading commodity-based financial derivative instruments at a point in time is not necessarily representative of the results that will be realized when the contracts are ultimately settled. Net losses from commodity derivative instruments used for hedging purposes, to the extent realized, will generally be offset by recognition of the hedged transaction, such as revenue from physical sales of the commodity.

Interest Rate Risk

Dominion and Virginia Power manage their interest rate risk exposure predominantly by maintaining a balance of fixed and variable rate debt. They also enter into interest rate sensitive derivatives, including interest rate swaps and interest rate lock agreements. For variable rate debt and interest rate swaps designated under fair value hedging and outstanding for Dominion and Virginia Power, a hypothetical 10% increase in market interest rates would not have resulted in a material change in annual earnings at June 30, 2012 or December 31, 2011.

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Additionally, Dominion and Virginia Power may use forward-starting interest rate swaps and interest rate lock agreements as anticipatory hedges. As of June 30, 2012, Dominion and Virginia Power had $3.0 billion and $1.3 billion, respectively, in aggregate notional amounts of these interest rate derivatives outstanding. A hypothetical 10% decrease in market interest rates would have resulted in a decrease of approximately $46 million and $21 million, respectively, in the fair value of Dominion’s and Virginia Power’s interest rate derivatives at June 30, 2012.

The impact of a change in interest rates on Dominion’s and Virginia Power’s interest rate-based financial derivative instruments at a point in time is not necessarily representative of the results that will be realized when the contracts are ultimately settled. Net losses from interest rate derivative instruments used for hedging purposes, to the extent realized, will generally be offset by recognition of the hedged transaction.

Investment Price Risk

Dominion and Virginia Power are subject to investment price risk due to securities held as investments in nuclear decommissioning and rabbi trust funds that are managed by third-party investment managers. These trust funds primarily hold marketable securities that are reported in the Consolidated Balance Sheets at fair value.

Dominion recognized net realized gains (including investment income) on nuclear decommissioning and rabbi trust investments of $67 million, $50 million and $54 million for the six months ended June 30, 2012 and 2011 and for the year ended December 31, 2011, respectively. Net realized gains and losses include gains and losses from the sale of investments as well as any other-than-temporary declines in fair value. Dominion recorded, in AOCI and regulatory liabilities, a net increase in unrealized gains on these investments of $121 million, $98 million and $52 million for the six months ended June 30, 2012 and 2011 and for the year ended December 31, 2011, respectively.

Virginia Power recognized net realized gains (including investment income) on nuclear decommissioning trust investments of $27 million, $16 million and $24 million for the six months ended June 30, 2012 and 2011 and for the year ended December 31, 2011, respectively. Net realized gains and losses include gains and losses from the sale of investments as well as any other-than-temporary declines in fair value. Virginia Power recorded, in AOCI and regulatory liabilities, a net increase in unrealized gains on these investments of $52 million, $43 million, and $25 million for the six months ended June 30, 2012 and 2011 and for the year ended December 31, 2011, respectively.

Dominion sponsors employee pension and other postretirement benefit plans, in which Dominion’s and Virginia Power’s employees participate, that hold investments in trusts to fund benefit payments. If the values of investments held in these trusts decline, it will result in future increases in the periodic cost recognized for such employee benefit plans and will be included in the determination of the amount of contributions to be made to the employee benefit plans.

ITEM 4. CONTROLS AND PROCEDURES

Senior management of each of Dominion and Virginia Power, including Dominion’s and Virginia Power’s CEO and CFO, evaluated the effectiveness of each of their respective Companies’ disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation process, each of Dominion’s and Virginia Power’s CEO and CFO have concluded that each of their respective Companies’ disclosure controls and procedures are effective.

There were no changes in either Dominion’s or Virginia Power’s internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, either of the Companies’ internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, Dominion and Virginia Power are alleged to be in violation or in default under orders, statutes, rules or regulations relating to the environment, compliance plans imposed upon or agreed to by the Companies, or permits issued by various local, state and/or federal agencies for the construction or operation of facilities. Administrative proceedings may also be pending on these matters. In addition, in the ordinary course of business, the Companies and their subsidiaries are involved in various legal proceedings. There have been no material changes to the legal proceedings reported in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2011. See the following for discussions on various environmental and other regulatory proceedings to which the Companies are a party:

• Notes 14 and 23 to the Consolidated Financial Statements and Future Issues in MD&A in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2011.

• Notes 9 and 12 to the Consolidated Financial Statements in Dominion’s and Virginia Power’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.

• Notes 11 and 14 to the Consolidated Financial Statements in this report.

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ITEM 1A. RISK FACTORS

Dominion’s and Virginia Power’s businesses are influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond the Companies’ control. A number of these risk factors have been identified in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2011, which should be taken into consideration when reviewing the information contained in this report. There have been no material changes with regard to the risk factors previously disclosed in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2011. For other factors that may cause actual results to differ materially from those indicated in any forward-looking statement or projection contained in this report, see Forward-Looking Statements in MD&A.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Dominion

ISSUER PURCHASES OF EQUITY SECURITIES

Period	Total Number  of Shares (or Units) Purchased(1)		Average Price  Paid per Share (or  Unit)(2)		Total Number of Shares  (or Units) Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased under the Plans or Programs(3)
4/1/12-4/30/12		104,409	$	51.21		—	19,629,059 shares/ $1.18 billion
5/1/12-5/31/12		3,329		52.44		—	19,629,059 shares/ $1.18 billion
6/1/12-6/30/12		—		—		—	19,629,059 shares/ $1.18 billion
Total		107,738	$	51.25		—	19,629,059 shares/ $1.18 billion

(1) In April and May 2012, 104,409 shares and 3,329 shares, respectively, were tendered by employees to satisfy tax withholding obligations on vested restricted and goal-based stock.

(2) Represents the weighted-average price paid per share.

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

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ITEM 6. EXHIBITS

Exhibit Number	Description	Dominion	Virginia Power
3.1.a	Dominion Resources, Inc. Articles of Incorporation as amended and restated effective May 20, 2010 (Exhibit 3.1, Form 8-K filed May 20, 2010, File No. 1-8489).	X
3.1.b	Virginia Electric and Power Company Amended and Restated Articles of Incorporation, as in effect on March 3, 2011 (Exhibit 3.1b, Form 10-Q for the quarter ended March 30, 2011 filed April 29, 2011, File No. 1-2255).		X
3.2.a	Dominion Resources, Inc. Amended and Restated Bylaws, effective December 13, 2011 (Exhibit 3.1, Form 8-K filed December 14, 2011, File No. 1-8489).	X
3.2.b	Virginia Electric and Power Company Amended and Restated Bylaws, effective June 1, 2009 (Exhibit 3.1, Form 8-K filed June 3, 2009, File No. 1-2255).		X
4	Dominion Resources, Inc. and Virginia Electric and Power Company agree to furnish to the Securities and Exchange Commission upon request any other instrument with respect to long-term debt as to which the total amount of securities authorized does not exceed 10% of either of their total consolidated assets.	X	X
4.1	Indenture of Mortgage of Virginia Electric and Power Company, dated November 1, 1935, as supplemented and modified by Fifty-Eight Supplemental Indentures (Exhibit 4(ii), Form 10-K for the fiscal year ended December 31, 1985, File No. 1-2255); Ninety-Second Supplemental Indenture, dated as of July 1, 2012 (filed herewith).		X
31.a	Certification by Chief Executive Officer of Dominion Resources, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).	X
31.b	Certification by Chief Financial Officer of Dominion Resources, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).	X
31.c	Certification by Chief Executive Officer of Virginia Electric and Power Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).		X
31.d	Certification by Chief Financial Officer of Virginia Electric and Power Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).		X
32.a	Certification to the Securities and Exchange Commission by Chief Executive Officer and Chief Financial Officer of Dominion Resources, Inc. as required by Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).	X
32.b	Certification to the Securities and Exchange Commission by Chief Executive Officer and Chief Financial Officer of Virginia Electric and Power Company as required by Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).		X
99	Condensed consolidated earnings statement (filed herewith).	X	X
101^	The following financial statements from Dominion Resources, Inc.’s and Virginia Electric and Power Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed on filed on August 1, 2012, formatted in XBRL: (i) Consolidated Statements of Income, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Financial Statements.	X	X

^ This exhibit will not be deemed “filed” by Virginia Electric and Power Company for purposes of Section 18 of the Securities Exchange Act of 1934 (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such exhibit will not be deemed to be incorporated by reference into any filing under the Securities Act or Securities Exchange Act, except to the extent that Virginia Electric and Power Company specifically incorporates it by reference.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	DOMINION RESOURCES, INC. Registrant
August 1, 2012	/s/    Ashwini Sawhney
	Ashwini Sawhney Vice President – Accounting and Controller (Chief Accounting Officer)
	VIRGINIA ELECTRIC AND POWER COMPANY Registrant
August 1, 2012	/s/    Ashwini Sawhney
	Ashwini Sawhney Vice President – Accounting (Chief Accounting Officer)

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EXHIBIT INDEX

Exhibit Number	Description	Dominion	Virginia Power
3.1.a	Dominion Resources, Inc. Articles of Incorporation as amended and restated effective May 20, 2010 (Exhibit 3.1, Form 8-K filed May 20, 2010, File No. 1-8489).	X
3.1.b	Virginia Electric and Power Company Amended and Restated Articles of Incorporation, as in effect on March 3, 2011 (Exhibit 3.1b, Form 10-Q for the quarter ended March 30, 2011 filed April 29, 2011, File No. 1-2255).		X
3.2.a	Dominion Resources, Inc. Amended and Restated Bylaws, effective December 13, 2011 (Exhibit 3.1, Form 8-K filed December 14, 2011, File No. 1-8489).	X
3.2.b	Virginia Electric and Power Company Amended and Restated Bylaws, effective June 1, 2009 (Exhibit 3.1, Form 8-K filed June 3, 2009, File No. 1-2255).		X
4	Dominion Resources, Inc. and Virginia Electric and Power Company agree to furnish to the Securities and Exchange Commission upon request any other instrument with respect to long-term debt as to which the total amount of securities authorized does not exceed 10% of either of their total consolidated assets.	X	X
4.1	Indenture of Mortgage of Virginia Electric and Power Company, dated November 1, 1935, as supplemented and modified by Fifty-Eight Supplemental Indentures (Exhibit 4(ii), Form 10-K for the fiscal year ended December 31, 1985, File No. 1-2255); Ninety-Second Supplemental Indenture, dated as of July 1, 2012 (filed herewith).		X
31.a	Certification by Chief Executive Officer of Dominion Resources, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).	X
31.b	Certification by Chief Financial Officer of Dominion Resources, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).	X
31.c	Certification by Chief Executive Officer of Virginia Electric and Power Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).		X
31.d	Certification by Chief Financial Officer of Virginia Electric and Power Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).		X
32.a	Certification to the Securities and Exchange Commission by Chief Executive Officer and Chief Financial Officer of Dominion Resources, Inc. as required by Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).	X
32.b	Certification to the Securities and Exchange Commission by Chief Executive Officer and Chief Financial Officer of Virginia Electric and Power Company as required by Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).		X
99	Condensed consolidated earnings statement (filed herewith).	X	X
101^	The following financial statements from Dominion Resources, Inc.’s and Virginia Electric and Power Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed on filed on August 1, 2012, formatted in XBRL: (i) Consolidated Statements of Income, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Financial Statements.	X	X

^ This exhibit will not be deemed “filed” by Virginia Electric and Power Company for purposes of Section 18 of the Securities Exchange Act of 1934 (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such exhibit will not be deemed to be incorporated by reference into any filing under the Securities Act or Securities Exchange Act, except to the extent that Virginia Electric and Power Company specifically incorporates it by reference.

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EX-4.1

Exhibit 4.1

This Document Prepared By: Jane Whitt Sellers

and When Recorded Return To:

McGuireWoods LLP

901 East Cary Street

Richmond, VA 23219

Attn: Lois E. Sisk, Sr. Legal Assistant

Tax Parcel No.:             

THIS INSTRUMENT IS EXEMPT FROM RECORDATION TAXES PURSUANT TO VIRGINIA CODE SECTION 58.1-809 AS A SUPPLEMENTAL WRITING TO A MORTGAGE HERETOFORE ADMITTED TO RECORD UPON WHICH THE RECORDATION TAXES HAVE BEEN PAID. THE SOLE PURPOSE OF THIS INSTRUMENT IS TO INCORPORATE CERTAIN MODIFICATIONS TO THE PRIOR MORTGAGE WITHOUT INCREASING THE AMOUNT OF THE PRINCIPAL OBLIGATION SECURED THEREBY.

VIRGINIA ELECTRIC AND POWER COMPANY

TO

THE BANK OF NEW YORK MELLON

(successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank and

The Chase National Bank of the City of New York)

Trustee.

Ninety-Second Supplemental Indenture

Dated July 1, 2012

A MORTGAGE OF BOTH REAL AND PERSONAL PROPERTY

TABLE OF CONTENTS*

		Page
Parties			3
Addresses			3
Recitals			3
Consideration Clause			6
Granting Clause			6
Excepting Clause			7
Habendum Clause			8
Grant in Trust Clause			8
ARTICLE I MODIFICATIONS
§ 1.01.	Maintenance and Improvement Fund		8
§ 1.02.	Obligation to Deliver Cash to Trustee		8
§ 1.03.	Obligation to Deliver Credit Certificate or Net Earnings Certificate		8
§ 1.04.	Limitation of Aggregate Principal Amount of Securities at Any Time Outstanding		8
§ 1.05.	Amendment of Certain Definitions		9
§ 1.06	Maintenance of an Office or Agency; Escheat Period		13
§ 1.07	Insurance and Disposition of Proceeds		13
§ 1.08	Maintenance Reports		13
§ 1.09	Subsequent Liens		13
§ 1.10	Use, Possession and Disposition of Mortgaged Property		13
§ 1.11	Release of Property Irrespective of Sale or Disposal		14
§ 1.12.	Actions by the Company When No Bonds Are Outstanding		15
§ 1.13.	Modifications		15
§ 1.14.	Provisions Not Applicable While No Bonds Are Outstanding		15
§ 1.15.	Provisions Amended While No Bonds Are Outstanding		15
ARTICLE II MISCELLANEOUS PROVISIONS
§ 2.01.	References to Original Indenture or Previous Supplemental Indentures		17
§ 2.02.	The Trustee		17
§ 2.03.	Original Indenture and Supplemental Indentures to be Read Together		17
§ 2.04.	Date of Execution and Effectiveness		18
§ 2.05.	Execution in Counterparts		18
Testimonium			19
Signatures, Seals and Acknowledgements			19

* This Table of Contents does not constitute part of this Ninety-Second Supplemental Indenture or have any bearing upon the interpretation of any of its terms and provisions.

2

NINETY-SECOND SUPPLEMENTAL INDENTURE dated the 1st day of July, 2012, by and between VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation and a transmitting utility (as such term is defined in Section 8.9A-102(80) of the Code of Virginia, Section 25-9-102 (83) of the North Carolina General Statutes and Section 46-9-102 (a)(83) of the West Virginia Code), 120 Tredegar Street, Richmond, Virginia 23219 (the Company), party of the first part, to be indexed as grantor, and THE BANK OF NEW YORK MELLON (as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank and The Chase National Bank of the City of New York), 101 Barclay Street, 8W, New York, New York 10286 (the Trustee), party of the second part, to be indexed as grantee.

The Company has heretofore made its Indenture of Mortgage dated November 1, 1935 (the Original Indenture) to The Chase National Bank of the City of New York, predecessor Trustee, and various supplemental indentures supplementing and/or modifying it as follows:

Title	Dated
First Supplemental Indenture	September 1, 1938
Second Supplemental Indenture	February 9, 1940
Third Supplemental Indenture	March 1, 1941
Fourth Supplemental Indenture	April 1, 1944
Fifth Supplemental Indenture	March 1, 1945
Sixth Supplemental Indenture	October 1, 1947
Seventh Supplemental Indenture	March 1, 1948
Eighth Supplemental Indenture	October 1, 1948
Ninth Supplemental Indenture	June 1, 1949
Tenth Supplemental Indenture	November 1, 1949
Eleventh Supplemental Indenture	September 1, 1950
Twelfth Supplemental Indenture	December 1, 1951
Thirteenth Supplemental Indenture	October 1, 1952
Fourteenth Supplemental Indenture	May 1, 1954

and has heretofore made to The Chase Manhattan Bank, which on March 31, 1955 became the Trustee by virtue of the merger of The Chase National Bank of the City of New York into President and Directors of the Manhattan Company under the name The Chase Manhattan Bank, further supplemental indentures supplementing and/or modifying the Original Indenture as follows:

Title	Dated
Fifteenth Supplemental Indenture	June 1, 1955
Sixteenth Supplemental Indenture	September 1, 1956
Seventeenth Supplemental Indenture	December 1, 1957
Eighteenth Supplemental Indenture	June 1, 1958

3

Title	Dated
Nineteenth Supplemental Indenture	April 1, 1959
Twentieth Supplemental Indenture	September 1, 1960
Twenty-First Supplemental Indenture	June 1, 1961
Twenty-Second Supplemental Indenture	May 1, 1963
Twenty-Third Supplemental Indenture	December 1, 1963
Twenty-Fourth Supplemental Indenture	May 1, 1965
Twenty-Fifth Supplemental Indenture	February 1, 1967
Twenty-Sixth Supplemental Indenture	December 1, 1967
Twenty-Seventh Supplemental Indenture	January 1, 1969
Twenty-Eighth Supplemental Indenture	June 1, 1969
Twenty-Ninth Supplemental Indenture	April 1, 1970
Thirtieth Supplemental Indenture	September 1, 1970
Thirty-First Supplemental Indenture	March 1, 1971
Thirty-Second Supplemental Indenture	September 1, 1971
Thirty-Third Supplemental Indenture	June 1, 1972
Thirty-Fourth Supplemental Indenture	July 1, 1974
Thirty-Fifth Supplemental Indenture	July 1, 1974
Thirty-Sixth Supplemental Indenture	February 1, 1975
Thirty-Seventh Supplemental Indenture	September 1, 1975
Thirty-Eighth Supplemental Indenture	November 1, 1975
Thirty-Ninth Supplemental Indenture	March 1, 1976
Fortieth Supplemental Indenture	May 1, 1976
Forty-First Supplemental Indenture	September 1, 1976
Forty-Second Supplemental Indenture	March 1, 1977
Forty-Third Supplemental Indenture	March 1, 1978
Forty-Fourth Supplemental Indenture	May 1, 1978
Forty-Fifth Supplemental Indenture	July 1, 1978
Forty-Sixth Supplemental Indenture	April 1, 1979
Forty-Seventh Supplemental Indenture	October 1, 1979
Forty-Eighth Supplemental Indenture	July 1, 1980
Forty-Ninth Supplemental Indenture	April 1, 1981
Fiftieth Supplemental Indenture	July 1, 1981
Fifty-First Supplemental Indenture	July 1, 1981
Fifty-Second Supplemental Indenture	September 1, 1982
Fifty-Third Supplemental Indenture	December 1, 1982
Fifty-Fourth Supplemental Indenture	June 1, 1983
Fifty-Fifth Supplemental Indenture	June 1, 1984
Fifty-Sixth Supplemental Indenture	September 1, 1984
Fifty-Seventh Supplemental Indenture	November 1, 1984
Fifty-Eighth Supplemental Indenture	December 1, 1984
Fifty-Ninth Supplemental Indenture	April 1, 1986
Sixtieth Supplemental Indenture	November 1, 1986
Sixty-First Supplemental Indenture	June 1, 1987
Sixty-Second Supplemental Indenture	November 1, 1987
Sixty-Third Supplemental Indenture	June 1, 1988

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Title	Dated
Sixty-Fourth Supplemental Indenture	February 1, 1989
Sixty-Fifth Supplemental Indenture	June 1, 1989
Sixty-Sixth Supplemental Indenture	March 1, 1990
Sixty-Seventh Supplemental Indenture	April 1, 1991
Sixty-Eighth Supplemental Indenture	March 1, 1992
Sixty-Ninth Supplemental Indenture	March 1, 1992
Seventieth Supplemental Indenture	March 1, 1992
Seventy-First Supplemental Indenture	July 1, 1992
Seventy-Second Supplemental Indenture	July 1, 1992
Seventy-Third Supplemental Indenture	August 1, 1992
Seventy-Fourth Supplemental Indenture	February 1, 1993
Seventy-Fifth Supplemental Indenture	April 1, 1993
Seventy-Sixth Supplemental Indenture	April 1, 1993
Seventy-Seventh Supplemental Indenture	June 1, 1993
Seventy-Eighth Supplemental Indenture	August 1, 1993
Seventy-Ninth Supplemental Indenture	August 1, 1993
Eightieth Supplemental Indenture	October 1, 1993
Eighty-First Supplemental Indenture	January 1, 1994
Eighty-Second Supplemental Indenture	January 1, 1994
Eighty-Third Supplemental Indenture	October 1, 1994
Eighty-Fourth Supplemental Indenture	March 1, 1995
Eighty-Fifth Supplemental Indenture	February 1, 1997

and has heretofore made to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, further supplemental indentures supplementing and/or modifying the Original Indenture as follows:

Title	Dated
Eighty-Sixth Supplemental Indenture	December 1, 2003

and has heretofore made to JPMorgan Chase Bank, N.A., which is the name adopted by JPMorgan Chase Bank on November 13, 2004 upon its conversion from a New York banking corporation to a national banking association, further supplemental indentures supplementing and/or modifying the Original Indenture as follows:

Title	Dated
Eighty-Seventh Supplemental Indenture	December 1, 2004
Eighty-Eighth Supplemental Indenture	February 1, 2006

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and has heretofore made to The Bank of New York Mellon, successor to JPMorgan Chase Bank, N.A, further supplemental indentures supplementing and/or modifying the Original Indenture as follows:

Title	Dated
Eighty-Ninth Supplemental Indenture	July 1, 2009
Ninetieth Supplemental Indenture	April 25, 2011
Ninety-First Supplemental Indenture	March 27, 2012

The Original Indenture and such supplemental indentures are incorporated herein by this reference, and the Original Indenture as so supplemented and modified and as supplemented and modified hereby is herein called the Mortgage or the Indenture.

Under the Mortgage, any series of First and Refunding Bonds (the Bonds) may at any time be established by the Board of Directors of the Company in accordance with the provisions of the Mortgage, and their terms may be described by a supplemental indenture executed by the Company and the Trustee, but the aggregate principal amount of the Bonds shall not exceed the aggregate principal amount of Bonds as was heretofore authorized by the vote of the stockholders of the Company ($5,000,000,000), and further, upon the effectiveness of this Ninety-Second Supplemental Indenture, unless and except as may be otherwise provided in a further supplement to the Original Indenture hereafter executed and delivered by the Company and the Trustee (it being understood and agreed that such further supplement need not be consented to by the holders of any Bonds then outstanding), shall not exceed the TIA Limit, as such term and limitation is set forth in Section 1.04 below. There are no Bonds currently outstanding under the Mortgage.

The Company does not propose to create any new series of Bonds under the Mortgage at this time but proposes to supplement the Mortgage to amend certain provisions of the Mortgage and add new provisions thereto pursuant to the provisions of Section 13.01 of the Mortgage.

All conditions necessary to authorize the execution, delivery and recording of this Ninety-Second Supplemental Indenture and to make it a valid and binding indenture of mortgage for the security of the Bonds of the Company issued or to be issued under the Indenture have been done or performed.

NOW, THEREFORE, THIS INDENTURE WITNESSETH,

That, for the purpose, among others, of confirming the lien of the Indenture, and modifying, amending and supplementing the provisions thereof, the Company, for and in consideration of the premises and of the purchase and acceptance of the Bonds by the holders thereof, and of the sum of One Dollar ($1.00) and of other valuable consideration to it duly paid by the Trustee at or before the execution and delivery of these presents, the receipt whereof is hereby acknowledged, has executed and delivered these presents to wit:

DESCRIPTION OF MORTGAGED PROPERTY

PART I.

REAL AND PERSONAL PROPERTY.

No additional interest in land or related personal property is hereby conveyed.

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PART II.

FRANCHISES.

No additional interest in franchises is hereby conveyed.

PART III.

ELECTRIC LINES AND SYSTEMS.

No additional interest in electric lines and systems is hereby conveyed.

PART IV.

OTHER PROPERTY.

No additional interest in other property is hereby conveyed.

PART V.

INCOME.

None.

PART VI.

PROPERTIES EXCEPTED.

Expressly excepting (unless and until hereafter mortgaged, pledged or assigned to the Trustee or otherwise made subject to the lien of the Indenture, or required so to be by any provision therein) all properties that would be excepted by clauses (A) through (H) of Part VI of the Granting Clauses of the Fourteenth Supplemental Indenture as if such clauses were herein set out in full; and furthermore, without limiting clauses (A) through (H) of Part VI of the Granting Clauses of the Fourteenth Supplemental Indenture, the following property is hereby also expressly excepted from the lien of the Indenture and the provisions thereof, unless and until hereafter mortgaged, pledged or assigned to the Trustee or otherwise made subject to the lien of the Indenture by the Company in its discretion pursuant to a supplement to the Indenture executed and delivered by the Company and the Trustee subsequent to the effectiveness of this Ninety-Second Supplemental Indenture:

(1) Any and all land, easements, rights of way and other real property interests (including buildings, structures, fixtures and improvements on such real property), whenever acquired by the Company, against which the lien of this Indenture has not been filed and recorded in the applicable land records where such property is located prior to the effectiveness of this Ninety-Second Supplemental Indenture; and

(2) Any and all property, real, personal and mixed, previously or hereafter acquired by the Company in connection with the privatization of an electric distribution system located at or otherwise serving a United States military base, to the extent such property is subject to a repurchase option by the United States of America or other applicable federal agency or entity.

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TO HAVE AND TO HOLD all and singular the aforesaid property, rights, privileges, franchises and immunities, whether now owned or hereafter acquired, unto the Trustee, its successors in the trust created by the Indenture and its and their assigns forever;

BUT IN TRUST NEVERTHELESS, for the further and equal pro rata benefit, security and protection of all holders of the Bonds issued and to be issued under and secured by the Indenture, and to secure the payment of the principal of the Bonds and the interest thereon, in accordance with provisions of the Bonds and of the Indenture, without any discrimination, preference, priority or distinction as to lien or otherwise of any Bonds over any other Bonds, by reason of priority in time of the issue or negotiation thereof or otherwise howsoever, so that the principal and interest of every Bond shall be equally and ratably secured by the Indenture as if all the Bonds had been issued, sold and delivered for value simultaneously with the execution of the Original Indenture, and to secure the performance of and compliance with the covenants and conditions of the Bonds and of the Indenture, and upon the trusts and for the uses and purposes and subject to the covenants, agreements, provisions and conditions set forth and declared in the Indenture.

ARTICLE I

MODIFICATIONS

Section 1.01. Maintenance and Improvement Fund. For the avoidance of doubt, it is acknowledged and agreed that any and all obligations of the Company with respect to the Maintenance and Improvement Fund originally established pursuant to the Third Supplemental Indenture are no longer applicable.

Section 1.02. Obligation to Deliver Cash Collateral to Trustee. Except as otherwise required in connection with the payment of the fees, expenses and indemnities of the Trustee, it is acknowledged and agreed that, during any period when there are no Bonds of any series outstanding, the Company has no obligation to provide any cash collateral to the Trustee as a condition to the taking of any action by the Trustee or the Company under the Indenture.

Section 1.03. Obligation to Deliver Credit Certificate or Net Earnings Certificate. It is acknowledged and agreed that, during any period when there are no Bonds of any series outstanding, the Company has no obligation to deliver a credit certificate or a net earnings certificate to the Trustee as a condition to the taking of any action by the Trustee or the Company under the Indenture.

Section 1.04. Limitation of Aggregate Principal Amount of Securities at Any Time Outstanding. (a) The following proviso shall be added at the end of the first paragraph of Section 2.02 of the Original Indenture:

“; and further, unless and except as may be otherwise provided in a supplement to this Indenture executed and delivered by the Company and the Trustee subsequent to the effectiveness of the Ninety-Second Supplemental Indenture to this Indenture (it being understood and agreed that such further supplement need not be consented to by the holders of any Bonds then outstanding), not exceeding, in aggregate principal amount, the TIA Limit.”

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(b) The following shall be added as a Section 2.09(r), following Section 2.09(q):

“(r) The term “TIA Limit” shall mean Ten Million Dollars ($10,000,000) minus the aggregate principal amount of securities issued by the Company under any indenture within the preceding 36 consecutive months (even if the securities have been redeemed and the indenture terminated) for which an exemption pursuant to Section 3.04(a)(9) of the Trust Indenture Act of 1939 has been or is being claimed.”

(c) Beginning at the time this Ninety-Second Supplemental Indenture becomes effective, and continuing for so long as the TIA Limit, as defined herein, remains in full force and effect, or if the TIA Limit is no longer in full force and effect, continuing until this Indenture is qualified under the Trust Indenture Act of 1939, Section 14.05 of the Original Indenture, and Section 8.03 of the Third Supplemental Indenture, shall be of no force and effect and have no application.

Section 1.05. Amendment of Certain Definitions.

(a) Section 2.09(j) of the Original Indenture is hereby amended and restated in its entirety as follows:

“(j) The term “permitted liens” or words of similar import shall be deemed to mean any of the following:

(1) liens for taxes, assessments and other governmental charges or requirements which are not delinquent or which are being contested in good faith by appropriate proceedings or which secure charges that do not exceed Five Million Dollars ($25,000,000) in the aggregate;

(2) mechanics’, workmen’s, repairmen’s, materialmen’s, warehousemen’s and carriers’ liens, other liens incident to construction, liens or privileges of any employees of the Company for salary or wages earned, but not yet payable, and other liens, including without limitation liens for worker’s compensation awards, arising in the ordinary course of business for charges or requirements which are not delinquent or which are being contested in good faith and by appropriate proceedings;

(3) liens in respect of attachments, judgments or awards arising out of judicial or administrative proceedings (i) in an amount not exceeding the greater of (A) Twenty Million Dollars ($25,000,000) and (B) three percent (3%) of the principal amount of the Bonds then outstanding or (ii) with respect to which the Company shall (X) in good faith be prosecuting an appeal or other proceeding for review and with respect to which the Company shall have secured a stay of execution pending such appeal or other proceeding or (Y) have the right to prosecute an appeal or other proceeding for review;

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(4) easements, leases, reservations or other rights of others in, on, over and/or across, and laws, regulations and restrictions affecting, and defects, irregularities, exceptions and limitations in title to, the property subject to the lien of this Indenture or any part thereof; provided, however, that such easements, leases, reservations, rights, laws, regulations, restrictions, defects, irregularities, exceptions and limitations do not in the aggregate materially impair the use by the Company of the property subject to the lien of this Indenture considered as a whole for the purposes for which it is held by the Company;

(5) defects, irregularities, exceptions and limitations in title to real property subject to rights-of-way in favor of the Company or otherwise or used or to be used by the Company primarily for right-of-way purposes or real property held under lease, easement, license or similar right; provided, however, that (i) the Company shall have obtained from the apparent owner or owners of such real property a sufficient right, by the terms of the instrument granting such right-of-way, lease, easement, license or similar right, to the use thereof for the purposes for which the Company acquired the same, (ii) the Company has power under eminent domain or similar statutes and regulations to remove such defects, irregularities, exceptions or limitations or (iii) such defects, irregularities, exceptions and limitations may be otherwise remedied without undue effort or expense; and defects, irregularities, exceptions and limitations in title to flood lands, flooding rights and/or water rights;

(6) liens securing indebtedness or other obligations neither created, assumed nor guaranteed by the Company nor on account of which it customarily pays interest upon real property or rights in or relating to real property acquired by the Company for the purpose of the transmission or distribution of electric energy, gas or water, for the purpose of telephonic, telegraphic, radio, wireless or other electronic communication or otherwise for the purpose of obtaining rights-of-way;

(7) leases existing at the date of the effectiveness of the Ninety-Second Supplemental Indenture to this Indenture, affecting properties owned by the Company at said date and renewals and extensions thereof; and leases affecting such properties entered into after such date or affecting properties acquired by the Company after such date which, in either case, (i) have respective terms of not more than ten (10) years (including extensions or renewals at the option of the tenant) or (ii) do not materially impair the use by the Company of such properties for the respective purposes for which they are held by the Company;

(8) liens vested in lessors, licensors, franchisors or permitters for rent or other amounts to become due or for other obligations or acts to be performed, the payment of which rent or the performance of which other obligations or acts is required under leases, subleases, licenses, franchises or permits, so long as the payment of such rent or other amounts or the performance of such other obligations or acts is not delinquent or is being contested in good faith and by appropriate proceedings;

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(9) controls, restrictions, obligations, duties and/or other burdens imposed by federal, state, municipal or other law, or by rules, regulations or orders of governmental bodies, agencies or authorities, upon any part of the property subject to the lien of this Indenture or the operation or use thereof or upon the Company with respect to any part of the property subject to the lien of this Indenture or the operation or use thereof or with respect to any franchise, grant, license, permit or public purpose requirement, or any rights reserved to or otherwise vested in governmental bodies, agencies or authorities to impose any such controls, restrictions, obligations, duties and/or other burdens;

(10) rights which governmental bodies, agencies or authorities may, by virtue of franchises, grants, licenses, permits or contracts, or by virtue of law, to purchase, recapture or designate a purchaser of or order the sale of the property subject to the lien of this Indenture or any part thereof, to terminate franchises, grants, licenses, permits, contracts or other rights or to regulate the property and business of the Company; and any and all obligations of the Company correlative to any such rights;

(11) liens required by law or governmental regulations (i) as a condition to the transaction of any business or the exercise of any privilege or license, (ii) to enable the Company to maintain self-insurance or to participate in any funds established to cover any insurance risks, (iii) in connection with workmen’s compensation, unemployment insurance, social security, any pension or welfare benefit plan or (iv) to share in the privileges or benefits required for companies participating in one or more of the arrangements described in clauses (ii) and (iii) above;

(12) liens on the property subject to the lien of this Indenture or any part thereof which are granted by the Company to secure duties or public or statutory obligations or to secure, or serve in lieu of, surety, stay or appeal bonds;

(13) rights reserved to or vested in others to take or receive any part of any coal, ore, gas, oil and other minerals, any timber and/or any electric capacity or energy, gas, water, steam and any other products developed, produced, manufactured, generated, purchased or otherwise acquired by the Company or by others on property of the Company;

(14) (i) rights and interests of persons or entities other than the Company arising out of contracts, agreements and other instruments to which the Company is a party and which relate to the common ownership or joint use of property; and (ii) all liens on the interests of persons or entities other than the Company in property owned in common by such persons or entities and the Company if and to the extent that the enforcement of such liens would not be expected to adversely affect the interests of the Company in such property in any material respect;

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(15) any restrictions on assignment and/or requirements of any assignee to qualify as a permitted assignee and/or public utility or public service corporation;

(16) any liens which have been bonded for the full amount in dispute or for the payment of which other adequate security arrangements have been made;

(17) the lien of this Indenture;

(18) any lien securing indebtedness for the payment, prepayment or redemption of which there shall have been irrevocably deposited in trust with the trustee or other holder of such lien moneys and/or securities which (together with the interest reasonably expected to be earned from the investment and reinvestment in securities of the moneys and/or the principal of and interest on the securities so deposited) shall be sufficient for such purpose; provided, however, that if such indebtedness is to be redeemed or otherwise prepaid prior to the stated maturity thereof, any notice requisite to such redemption or prepayment shall have been given in accordance with the instrument creating such lien or irrevocable instructions to give such notice shall have been given to such trustee or other holder;

(19) liens and encumbrances junior to the lien of this Indenture;

(20) other encumbrances (otherwise than to secure the payment of money), easements, servitudes, conditions or restrictions existing at the date of this Indenture or which shall have been certified by an engineer, to be of such character as not, in the opinion of such engineer, to interfere materially with the proper operation and development of the property affected thereby for the purposes of the business of the Company, and to have been taken into account in any certification as to value hereunder; and

(21) rights and interests that may granted free from the lien of this Indenture pursuant to any other provision set forth in this Indenture.”

(b) Section 2.09(p) of the Original Indenture is hereby amended and restated in its entirety as follows:

“(p) The term “net earnings certificate” shall be deemed to mean a copy of the most recent audited financial statements of the Company, provided electronically or otherwise. A net earnings certificate shall be deemed to have been signed by an independent accountant to the extent accompanied by a copy of the report delivered by an independent registered public accounting firm in connection with the audit of the most recent financial statements of the Company.”

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Section 1.06. Maintenance of an Office or Agency; Escheat Period.

(a) The third paragraph of Section 4.01 of the Original Indenture shall be deleted, and in its place shall be inserted the following:

“That it will maintain an office or agency in the United States of America for the payment of the principal of and interest on any series of any Bonds when the same shall become due and payable.”

(b) The reference to “six years” contained in the fifth paragraph of Section 4.01 of the Original Indenture shall be deleted, and in its place shall be inserted “two years”.

Section 1.07. Insurance and Disposition of Proceeds. The phrase “That all policies for such insurance on the mortgaged property shall be so drawn as to make any one loss aggregating $100,000 or more payable thereunder to the Trustee as its interest may appear,” at the beginning of the second paragraph of Section 4.06 of the Original Indenture shall be deleted, and in its place shall be inserted the following:

“That all policies for such insurance on the mortgaged property shall be so drawn as to make the proceeds of such insurance payable to the Company and not to the Trustee if (A) there are no Bonds issued pursuant to this Indenture outstanding, or (B) if the proceeds for such insurance are less than the greater of (i) $25,000,000 and (ii) three percent (3%) of the principal amount of the Bonds outstanding on the date of the particular loss with respect to which such proceeds are payable,”.

There shall be added to the end of the second paragraph of Section 4.06 of the Original Indenture the following sentence: “If the foregoing conditions are not met, proceeds of such insurance shall be payable to the Trustee.”

Section 1.08. Maintenance Reports. The phrase “and, whether or not so requested by such percentage of the bondholders, at least once in every five years,” of the first paragraph of Section 4.09 of the Original Indenture shall be deleted.

Section 1.09. Subsequent Liens. The following phrase shall be inserted at the end of Section 4.10 of the Original Indenture, as follows:

“; provided however that this covenant shall not affect the Company’s ability to create or allow to exist Permitted Liens on any mortgaged property that are not expressly subordinated to the lien of this Indenture.”

Section 1.10. Use, Possession and Disposition of Mortgaged Property. Section 5.01 of the Original Indenture is hereby amended and restated as follows:

(a) Section 5.01(4) shall be replaced with the following:

“(4) may at any time and from time to time, without any release or consent by, or report to, the Trustee, and without accountability to the Trustee for any consideration received by the Company related thereto, sell or otherwise dispose

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of, free from the lien of this Indenture, any facilities, machinery, equipment and fixtures, apparatus, switchyards, towers, substations, transformers, poles, lines, cables, conduits, ducts, conductors, meters, street lights, regulators, tools, implements, or any other fixtures or personalty, then subject to the lien hereof, which shall have become inadequate, obsolete, worn out, unfit, unadapted, unserviceable, undesirable or unnecessary for use in the operations of the Company upon replacing the same by, or substituting for the same, similar or analogous property, or other property performing a similar or analogous function or otherwise obviating the need therefor, either (i) having a fair value to the Company at least equal to that of the property sold or otherwise disposed of and subject to the lien hereof or (ii) performing the same function as the property sold or otherwise disposed of and subject to the lien hereof, subject to no liens prior hereto except Permitted Liens and any other liens to which the property sold or otherwise disposed of was subject (it is agreed that no such replacement or substitution must be made when the property being sold or otherwise disposed of has been become unnecessary for use in the operations of the Company and no replacement or substituted property is required for the continued operations of the Company);”

(b) The “.” at the end of Section 5.01(5) shall be deleted and replaced by “; and” and the following Section 5.01(6) shall be inserted following Section 5.01(5):

“(6) may at any time and from time to time, without any release or consent by, or report to, the Trustee, and without accountability to the Trustee for any consideration received therefor by the Company, (a) cancel or make changes or alterations in or substitutions for any and all easements, servitudes, rights-of-way and similar rights and/or interests; and (b) grant, free from the lien of this Indenture, easements, ground leases or rights-of-way in, upon, over and/or across the property or rights-of-way of the Company for the purpose of roads, pipe lines, transmission lines, distribution lines, communication lines, railways, removal of coal or other minerals or timber, and other like purposes, or for the joint or common use of real property, rights-of-way, facilities and/or equipment; provided, however, that such grant shall not materially impair the use of the property or rights-of-way for the purposes for which such property or rights-of-way were obtained and are held by the Company.”

(c) The phrase “provided, however, that this sentence is subject to the provisions of Sections 7.03 and 7.04 of the Third Supplemental Indenture” in the final paragraph of Section 5.01 of the Original Indenture shall be deleted, and in its place shall be inserted “provided, however, that if there are any Bonds of any series then outstanding, this sentence is subject to the provisions of Sections 7.03 and 7.04 of the Third Supplemental Indenture”.

Section 1.11. Release of Property Irrespective of Sale or Disposal. The final paragraph of Section 5.04 of the Original Indenture shall be deleted, and in its place shall be inserted the following:

“Any such release of property may be procured as above provided whether or not the Company has sold or otherwise disposed of the property or contracted to do so.”

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Section 1.12. Actions by the Company When No Bonds Are Outstanding. The following sentence shall be inserted at the end of Section 9.01 of the Original Indenture:

“It is understood and agreed that during any period in which there are no Bonds of any series outstanding under this Indenture, any requirement to obtain the consent or direction of all or a portion of the holders of the Bonds as a condition to the taking by the Company or the Trustee of any action under this Indenture shall be of no force and effect and have no application.”

Section 1.13. Modifications. The last paragraph of Section 14.01 of the Original Indenture is hereby deleted in its entirety

Section 1.14. Provisions Not Applicable While No Bonds Are Outstanding. Beginning at the time this Ninety-Second Supplemental Indenture becomes effective, and continuing for so long as there are no Bonds of any series then outstanding, the following articles or sections hereby shall be of no force and effect and have no application:

(a) Section 5.05 of the Original Indenture,

(b) Section 5.15 of the Original Indenture,

(c) Article 6 of the Original Indenture,

(d) Section 5.01 of the Third Supplemental Indenture,

(e) Section 5.04 of the Third Supplemental Indenture,

(f) Section 5.05 of the Third Supplemental Indenture,

(g) Section 5.06 of the Third Supplemental Indenture, and

(h) Section 5.07 of the Third Supplemental Indenture.

Section 1.15. Provisions Amended While No Bonds Are Outstanding. Beginning at the time this Ninety-Second Supplemental Indenture becomes effective, and continuing for so long as there are no Bonds of any series then outstanding, the following sections, paragraphs, sentences and/or phrases are hereby amended as indicated below, unless otherwise specified herein:

(a) The first and second paragraphs of Section 4.13 of the Original Indenture shall be deleted in their entirety and the third paragraph is hereby amended and restated as follows:

“The Trustee shall be under no duty to examine the accounts or affairs of the Company or to request from the Company financial statements or reports.”

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(b) Section 5.02 of the Original Indenture is hereby amended and restated as follows:

“5.02. Unless there shall exist an Event of Default as specified in Section 7.01, the Company may obtain a release from the lien of this Indenture any of the property subject to the lien of this Indenture which is subject to one or more prior liens or adequately safeguarded refundable liens (as defined in Section 2.09), pursuant to Section 5.04.”

(c) Section 5.04 of the Original Indenture shall be amended and restated as follows:

“Notwithstanding anything contained in this Indenture to the contrary, for so long as there are no Bonds of any series then outstanding, unless an Event of Default shall have occurred and be continuing, the Company may obtain the release of any part of the property or securities subject to the lien of this Indenture, or any interest therein, and the Trustee shall release all its right, title and interest in and to the same from the lien of this Indenture, upon receipt by the Trustee of a written request from the Company, signed by its President, a Vice President, its Treasurer or an Assistant Treasurer, (a) requesting the release of such property or securities pursuant to this section, (b) transmitting therewith a form of any instrument for execution by the Trustee to effect such release, and (c) stating that, to the knowledge of the signer, no Event of Default has occurred and is continuing and there are no Bonds outstanding under this Indenture.

Notwithstanding anything contained in this Indenture to the contrary, the documents and/or evidence furnished pursuant to this section shall be full evidence of compliance with the provisions hereof and full authority to the Trustee for executing any release requested pursuant to this section.

Any such release of property may be procured as above provided whether or not the Company has sold or otherwise disposed of the property or contracted to do so.”

(d) Section 5.06 of the Original Indenture is hereby amended and restated as follows:

“If any of the property subject to the lien of this Indenture shall be taken by exercise of the power of eminent domain, or if any governmental body or agency shall at any time exercise any right which it may have to purchase any part of the property subject to the lien hereof, the Company may obtain the release of such part of the property pursuant to Section 5.04. The Company shall be under no obligation to deposit with the Trustee any consideration received by any such taking by eminent domain or government action.”

(e) Section 5.07 of the Original Indenture is hereby amended and restated as follows:

“The Company may surrender, abandon, cancel or modify any ordinance, franchise, license, right or privilege, or abandon the operation of any of the property of the Company, at any time without prior notice to, or the consent of, the Trustee. The Company may obtain a release of any such property from the lien of this Indenture pursuant to Section 5.04.”

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(f) Section 5.08(b) and (c) of the Original Indenture, the “(a)” denoting a separate subsection (a) to Section 5.08, and the “:” at the end of Section 5.08(a) shall be deleted in their entirety. Such “:” shall be replaced by “.”.

(g) Section 5.03 of the Third Supplemental Indenture is amended and restated as follows:

“5.03. In any case where action by the Trustee is conditioned upon the nonexistence of an Event of Default as specified in Section 7.01 of the Original Indenture, the Company shall furnish and the Trustee shall receive a certificate of the Treasurer or an Assistant Treasurer stating that no Event of Default as specified in clause (c) of Section 7.01 exists.”

(h) Section 6.01 of the Third Supplemental Indenture is amended to remove the phrase “, within thirty (30) days before April 20 and October 20 in each year, beginning with October 20 in the year 1941, and at such other times”, and replace such deletion with the phrase “at such time”.

(i) The words “to file with the Trustee” in the first phrase of Section 6.03(1) and Section 6.03(2) of the Third Supplemental Indenture shall be amended and restated as follows:

“to make available to the Trustee, electronically or otherwise,”.

ARTICLE II

MISCELLANEOUS PROVISIONS

Section 2.01. References to Original Indenture or Previous Supplemental Indentures. All references herein to any article, section or provision of the Original Indenture or any supplemental indenture refer to such article, section or provision as heretofore supplemented and modified and as hereby further supplemented and modified, unless, in any case, the context otherwise requires. Terms used but not defined herein are used as defined in the Mortgage.

Section 2.02. The Trustee. The recitals in this Ninety-Second Supplemental Indenture (except the recital of the succession of The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank and The Chase National Bank of the City of New York) are made by the Company only and not by the Trustee, and all the provisions contained in the Mortgage in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of this Ninety-Second Supplemental Indenture as fully and with like effect as if set forth herein in full.

Section 2.03. Original Indenture and Supplemental Indentures to be Read Together. As heretofore supplemented and modified and as supplemented hereby, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture, as heretofore supplemented and modified, and this Ninety-Second Supplemental Indenture shall be read, taken and construed as one and the same instrument.

17

Section 2.04. Date of Execution and Effectiveness. Although this Ninety-Second Supplemental Indenture is dated for convenience and for the purpose of reference July 1, 2012, the actual dates of execution by the Company and by the Trustee are indicated by their respective acknowledgements hereto annexed. This Ninety-Second Supplemental Indenture shall become effective on and after the latest said actual date of execution.

Section 2.05. Execution in Counterparts. In order to facilitate the recording or filing of the Ninety-Second Supplemental Indenture, it may be simultaneously executed in several counterparts, each of which shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument.

SIGNATURES FOLLOW ON NEXT PAGE

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IN WITNESS WHEREOF, each party hereto has caused this instrument to be signed in its name and behalf, and its corporate seal to be hereunto affixed and attested, by its duly authorized officers, all as of the day and year first above written.

VIRGINIA ELECTRIC AND POWER COMPANY

/s/ James P. Carney

James P. Carney

Vice President and Assistant Treasurer

Attest:	/s/ Sharon L. Burr
	Sharon L. Burr
	Assistant Corporate Secretary

[SEAL]                

COMMONWEALTH OF VIRGINIA:	}
CITY OF RICHMOND:	}	ss.:
	}

I, Nancy M. Tatum, a notary public duly qualified, commissioned, sworn and acting in and for the City and Commonwealth aforesaid, hereby certify that on this 25th day of July, 2012:

James P. Carney and Sharon L. Burr, whose names as Vice President and Assistant Treasurer and as Assistant Corporate Secretary, respectively, of VIRGINIA ELECTRIC AND POWER COMPANY, a corporation, are signed to the writing above, bearing date on the 1st day of July, 2012, have acknowledged the same before me in my City aforesaid; and

James P. Carney, who signed the writing above and hereto annexed, bearing date on the 1st day of July, 2012, for VIRGINIA ELECTRIC AND POWER COMPANY, has in my said City, before me, acknowledged and confirmed said writing to be the act and deed of said corporation; and

Sharon L. Burr, personally came before me and acknowledged that she is Assistant Corporate Secretary of VIRGINIA ELECTRIC AND POWER COMPANY, a corporation, and that, by authority duly given and as the act of the corporation, the foregoing instrument was signed in its name by a Vice President, sealed with its corporate seal, and attested by her as its Assistant Corporate Secretary.

My commission expires: 8-31-13

Notary Registration number: 219865

IN WITNESS WHEREOF, I have hereunto set my hand and official seal this 25th day of July, 2012.

/s/ Nancy M. Tatum [SEAL]                

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THE BANK OF NEW YORK MELLON

(successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank and the Chase National Bank of New York)

/s/ Laurence J. O’Brien

Laurence J. O’Brien

Vice President

Attest:	/s/ Timothy W. Casey
	Name:	Timothy W. Casey
	Title:	Vice President

[SEAL]                

STATE OF NEW YORK:	}
COUNTY OF NEW YORK:	}	ss.:
	}

I, Anna Yiu, a notary public duly qualified, commissioned, sworn and acting in and for the County and State aforesaid, hereby certify that on this 27th day of July, 2012.

Laurence J. O’Brien and Timothy W. Casey, whose names as Vice President and Vice President of The Bank of New York Mellon, are signed to the writing above, bearing date on the 1st day of July, 2012, have acknowledged the same before me in my County aforesaid; and

Laurence J. O’Brien, who signed the writing above and hereto annexed, bearing date on the 1st day of July, 2012, for The Bank of New York Mellon, has in my said County, before me, acknowledged and confirmed said writing to be the act and deed of said bank; and

Timothy Casey personally came before me and acknowledged that (s)he is a Vice President of The Bank of New York Mellon, and that, by authority duly given and as the act of the bank, the foregoing instrument was signed in its name by a Vice President, sealed with its seal, and attested by her/him as its Vice President.

My commission expires: 06/13/15

IN WITNESS WHEREOF, I have hereunto set my hand and official seal this 27th day of July, 2012.

/s/ Anna Yiu [SEAL]                

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EX-31.(A)

Exhibit 31.a

I, Thomas F. Farrell II, certify that:

1. I have reviewed this report on Form 10-Q of Dominion Resources, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 1, 2012	/s/    Thomas F. Farrell II
	Thomas F. Farrell II President and Chief Executive Officer

EX-31.(B)

Exhibit 31.b

I, Mark F. McGettrick, certify that:

1. I have reviewed this report on Form 10-Q of Dominion Resources, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 1, 2012	/s/    Mark F. McGettick
	Mark F. McGettrick Executive Vice President and Chief Financial Officer

EX-31.(C)

Exhibit 31.c

I, Thomas F. Farrell II, certify that:

1. I have reviewed this report on Form 10-Q of Virginia Electric and Power Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 1, 2012	/s/    Thomas F. Farrell II
	Thomas F. Farrell II Chief Executive Officer

EX-31.(D)

Exhibit 31.d

I, Mark F. McGettrick, certify that:

1. I have reviewed this report on Form 10-Q of Virginia Electric and Power Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 1, 2012	/s/    Mark F. McGettrick
	Mark F. McGettrick Executive Vice President and Chief Financial Officer

EX-32.(A)

Exhibit 32.a

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Dominion Resources, Inc. (the “Company”), certify that:

1. the Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (the “Report”) of the Company to which this certification is an exhibit fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)).

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of June 30, 2012 and for the period then ended.

/s/ Thomas F. Farrell II

Thomas F. Farrell II

President and Chief Executive Officer

August 1, 2012

/s/ Mark F. McGettrick

Mark F. McGettrick

Executive Vice President and

Chief Financial Officer

August 1, 2012

EX-32.(B)

Exhibit 32.b

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Virginia Electric and Power Company (the “Company”), certify that:

1. the Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (the “Report”) of the Company to which this certification is an exhibit fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)).

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of June 30, 2012 and for the period then ended.

/s/ Thomas F. Farrell II

Thomas F. Farrell II

Chief Executive Officer

August 1, 2012

/s/ Mark F. McGettrick

Mark F. McGettrick

Executive Vice President and

Chief Financial Officer

August 1, 2012

EX-99

Exhibit 99

VIRGINIA ELECTRIC AND POWER COMPANY

CONDENSED CONSOLIDATED EARNINGS STATEMENT

(Unaudited)

	Twelve Months Ended June 30, 2012
(millions)
Operating Revenue	$	7,241
Operating Expenses		5,789
Income from operations		1,452
Other income		89
Interest and related charges		355
Income before income tax expense		1,186
Income tax expense		468
Net Income		718
Preferred dividends		16
Balance available for common stock	$	699

DOMINION RESOURCES, INC.

CONDENSED CONSOLIDATED EARNINGS STATEMENT

(Unaudited)

	Twelve Months Ended June 30, 2012
(millions, except per share amounts)
Operating Revenue	$	13,390
Operating Expenses		10,692
Income from operations		2,698
Other income		200
Interest and related charges		877
Income before income tax expense including noncontrolling interests	$	2,021
Income tax expense		640
Net income including noncontrolling interests		1,381
Loss from discontinued operations (including income tax benefit of $13)		(12	)
Noncontrolling interests		24
Net income attributable to Dominion	$	1,345
Amounts attributable to Dominion:
Income from continuing operations	$	1,357
Loss from discontinued operations		(12	)
Net income attributable to Dominion	$	1,345
Earnings Per Common Share – Basic
Income from continuing operations	$	2.42
Loss from discontinued operations		(0.02	)
Noncontrolling interests		(0.04	)
Net income attributable to Dominion	$	2.36
Earnings Per Common Share – Diluted
Income from continuing operations	$	2.41
Loss from discontinued operations		(0.02	)
Noncontrolling interests		(0.04	)
Net income attributable to Dominion	$	2.35

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Operating Segments (Tables)

6 Months Ended

Jun. 30, 2012

Segment Reporting Disclosure Other Information

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

Primary Operating Segment	Description of Operations	Dominion	Virginia Power
DVP	Regulated electric distribution	X	X
	Regulated electric transmission	X	X
	Nonregulated retail energy marketing (electric and gas)	X
Dominion Generation	Regulated electric fleet	X	X
	Merchant electric fleet	X
Dominion Energy	Gas transmission and storage	X
	Gas distribution and storage	X
	LNG import and storage	X
	Producer services	X

Schedule of Segment Reporting Information, by Segment

The following table presents segment information pertaining to Dominion’s operations:

	DVP		Dominion Generation(1)		Dominion Energy		Corporate and Other(1)			Adjustments/Eliminations			Consolidated Total
(millions)
Three Months Ended June 30,
2012
Total revenue from external customers	$	806	$	1,604	$	371	$	33		$	239		$	3,053
Intersegment revenue	13		89		220		146			(468		)	—
Total operating revenue	819		1,693		591		179			(229		)	3,053
Loss from discontinued operations	—		—		—		(18		)	—			(18		)
Net income (loss) attributable to Dominion	143		152		109		(146		)	—			258
2011
Total revenue from external customers	$	828	$	1,707	$	379	$	37		$	337		$	3,288
Intersegment revenue	18		87		294		151			(550		)	—
Total operating revenue	846		1,794		673		188			(213		)	3,288
Loss from discontinued operations	—		—		—		(5		)	—			(5		)
Net income (loss) attributable to Dominion	115		188		104		(71		)	—			336
Six Months Ended June 30,
2012
Total revenue from external customers	$	1,737	$	3,249	$	987	$	72		$	470		$	6,515
Intersegment revenue	75		165		420		295			(955		)	—
Total operating revenue	1,812		3,414		1,407		367			(485		)	6,515
Loss from discontinued operations	—		—		—		(17		)	—			(17		)
Net income (loss) attributable to Dominion	309		374		258		(189		)	—			752
2011
Total revenue from external customers	$	1,879	$	3,495	$	1,213	$	74		$	610		$	7,271
Intersegment revenue	113		157		502		294			(1,066		)	—
Total operating revenue	1,992		3,652		1,715		368			(456		)	7,271
Loss from discontinued operations	—		—		—		(30		)	—			(30		)
Net income (loss) attributable to Dominion	264		472		273		(194		)	—			815

Virginia Electric and Power Company

Schedule of Segment Reporting Information, by Segment

The following table presents segment information pertaining to Virginia Power’s operations:

	DVP		Dominion Generation		Corporate and Other			Consolidated Total
(millions)
Three Months Ended June 30,
2012
Operating revenue	$	449	$	1,307	$	—		$	1,756
Net income (loss)	100		118		(46		)	172
2011
Operating revenue	$	430	$	1,328	$	(1	)	$	1,757
Net income (loss)	102		144		(5		)	241
Six Months Ended June 30,
2012
Operating revenue	$	908	$	2,602	$	—		$	3,510
Net income (loss)	207		251		(43		)	415
2011
Operating revenue	$	883	$	2,632	$	(1	)	$	3,514
Net income (loss)	215		309		(5		)	519

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Derivatives and Hedge Accounting Activities (Selected Information Related to Gains (Losses) on Cash Flow Hedges Included in AOCI) (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012
AOCI After-Tax	$ 29
Amounts Expected to be Reclassified to Earnings during the next 12 Months After-Tax	51
Commodity Contract | Gas Energy Contract
AOCI After-Tax	(26)
Amounts Expected to be Reclassified to Earnings during the next 12 Months After-Tax	(18)
Maximum Length of Time Hedged in Cash Flow Hedge	30 months
Commodity Contract | Electricity Energy Contract
AOCI After-Tax	180
Amounts Expected to be Reclassified to Earnings during the next 12 Months After-Tax	68
Maximum Length of Time Hedged in Cash Flow Hedge	42 months
Commodity Contract | NGLs Contract
AOCI After-Tax	34
Amounts Expected to be Reclassified to Earnings during the next 12 Months After-Tax	12
Maximum Length of Time Hedged in Cash Flow Hedge	30 months
Commodity Contract | Other Energy Contract
AOCI After-Tax	5
Amounts Expected to be Reclassified to Earnings during the next 12 Months After-Tax	3
Maximum Length of Time Hedged in Cash Flow Hedge	47 months
Interest Rate Contract
AOCI After-Tax	(164)
Amounts Expected to be Reclassified to Earnings during the next 12 Months After-Tax	$ (14)
Maximum Length of Time Hedged in Cash Flow Hedge	366 months

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Fair Value Measurements Fair Value, Option, Quantitative Disclosures (Details) (USD $)	6 Months Ended
	Jun. 30, 2012
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value of Derivative Assets	$ 210,000,000
Fair Value of Derivative Liabilities	55,000,000
Natural Gas | Physical Financial Fowards Futures
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value of Derivative Assets	33,000,000	[1]
Fair Value of Derivative Liabilities	20,000,000	[1]
Natural Gas | Physical Financial Options
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value of Derivative Assets	5,000,000
Fair Value of Derivative Liabilities	15,000,000	[1]
Electricity | Physical Financial Fowards Futures
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value of Derivative Assets	72,000,000
Fair Value of Derivative Liabilities	16,000,000
Electricity | Full Requirements Contracts
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value of Derivative Assets	32,000,000
FTRs | Physical Financial Fowards Futures
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value of Derivative Assets	3,000,000
Fair Value of Derivative Liabilities	3,000,000
Capacity | Physical Financial Fowards Futures
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value of Derivative Assets	9,000,000
Liquids | Physical Financial Fowards Futures
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value of Derivative Assets	56,000,000	[2]
Fair Value of Derivative Liabilities	1,000,000	[2]
Fair Value, Option, Quantitative Disclosures, Assets | Natural Gas | Physical Financial Fowards Futures | Minimum
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	(1)	[1],[3]
Fair Value, Option, Quantitative Disclosures, Assets | Natural Gas | Physical Financial Fowards Futures | Maximum
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	6	[1],[3]
Fair Value, Option, Quantitative Disclosures, Assets | Natural Gas | Physical Financial Fowards Futures | Wieghted Average
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	3	[1],[3]
Fair Value, Option, Quantitative Disclosures, Assets | Natural Gas | Physical Financial Options | Minimum
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	2	[3]
Price Volatility (percentage)	22.00%	[3],[4]
Price Correlation (percentage)	73.00%	[3],[5]
Fair Value, Option, Quantitative Disclosures, Assets | Natural Gas | Physical Financial Options | Maximum
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	5	[3]
Price Volatility (percentage)	62.00%	[3],[4]
Price Correlation (percentage)	73.00%	[3],[5]
Fair Value, Option, Quantitative Disclosures, Assets | Natural Gas | Physical Financial Options | Wieghted Average
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	4	[3]
Price Volatility (percentage)	29.00%	[3],[4]
Price Correlation (percentage)	73.00%	[3],[5]
Fair Value, Option, Quantitative Disclosures, Assets | Electricity | Physical Financial Fowards Futures | Minimum
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	32	[3]
Fair Value, Option, Quantitative Disclosures, Assets | Electricity | Physical Financial Fowards Futures | Maximum
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	60	[3]
Fair Value, Option, Quantitative Disclosures, Assets | Electricity | Physical Financial Fowards Futures | Wieghted Average
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	43	[3]
Fair Value, Option, Quantitative Disclosures, Assets | Electricity | Full Requirements Contracts | Minimum
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	8
Load Shaping	2.00%	[3],[6]
Usage Factor	4.00%	[3],[7]
Fair Value, Option, Quantitative Disclosures, Assets | Electricity | Full Requirements Contracts | Maximum
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	464
Load Shaping	6.00%	[3],[6]
Usage Factor	14.00%	[3],[7]
Fair Value, Option, Quantitative Disclosures, Assets | Electricity | Full Requirements Contracts | Wieghted Average
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	42	[3]
Load Shaping	4.00%	[3],[6]
Usage Factor	9.00%	[3],[7]
Fair Value, Option, Quantitative Disclosures, Assets | FTRs | Physical Financial Fowards Futures | Minimum
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	(5)	[3]
Fair Value, Option, Quantitative Disclosures, Assets | FTRs | Physical Financial Fowards Futures | Maximum
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	5	[3]
Fair Value, Option, Quantitative Disclosures, Assets | FTRs | Physical Financial Fowards Futures | Wieghted Average
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	0	[3]
Fair Value, Option, Quantitative Disclosures, Assets | Capacity | Physical Financial Fowards Futures | Minimum
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	95	[3]
Fair Value, Option, Quantitative Disclosures, Assets | Capacity | Physical Financial Fowards Futures | Maximum
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	115	[3]
Fair Value, Option, Quantitative Disclosures, Assets | Capacity | Physical Financial Fowards Futures | Wieghted Average
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	100	[3]
Fair Value, Option, Quantitative Disclosures, Assets | Liquids | Physical Financial Fowards Futures | Minimum
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	0	[2],[3]
Fair Value, Option, Quantitative Disclosures, Assets | Liquids | Physical Financial Fowards Futures | Maximum
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	2	[2],[3]
Fair Value, Option, Quantitative Disclosures, Assets | Liquids | Physical Financial Fowards Futures | Wieghted Average
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	1	[2],[3]
Fair Value, Option, Quantitative Disclosures, Liabilities | Natural Gas | Physical Financial Fowards Futures | Minimum
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	(1)	[1],[3]
Fair Value, Option, Quantitative Disclosures, Liabilities | Natural Gas | Physical Financial Fowards Futures | Maximum
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	6	[1],[3]
Fair Value, Option, Quantitative Disclosures, Liabilities | Natural Gas | Physical Financial Fowards Futures | Wieghted Average
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	1	[1],[3]
Fair Value, Option, Quantitative Disclosures, Liabilities | Natural Gas | Physical Financial Options | Minimum
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	(1)	[1],[3]
Price Volatility (percentage)	22.00%	[3],[4]
Price Correlation (percentage)	99.00%	[3],[5]
Fair Value, Option, Quantitative Disclosures, Liabilities | Natural Gas | Physical Financial Options | Maximum
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	5	[1],[3]
Price Volatility (percentage)	62.00%	[3],[4]
Price Correlation (percentage)	99.00%	[3],[5]
Fair Value, Option, Quantitative Disclosures, Liabilities | Natural Gas | Physical Financial Options | Wieghted Average
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	3	[1],[3]
Price Volatility (percentage)	34.00%	[3],[4]
Price Correlation (percentage)	99.00%	[3],[5]
Fair Value, Option, Quantitative Disclosures, Liabilities | Electricity | Physical Financial Fowards Futures | Minimum
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	23	[3]
Fair Value, Option, Quantitative Disclosures, Liabilities | Electricity | Physical Financial Fowards Futures | Maximum
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	73	[3]
Fair Value, Option, Quantitative Disclosures, Liabilities | Electricity | Physical Financial Fowards Futures | Wieghted Average
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	42	[3]
Fair Value, Option, Quantitative Disclosures, Liabilities | FTRs | Physical Financial Fowards Futures | Minimum
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	(2)	[3]
Fair Value, Option, Quantitative Disclosures, Liabilities | FTRs | Physical Financial Fowards Futures | Maximum
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	5	[3]
Fair Value, Option, Quantitative Disclosures, Liabilities | FTRs | Physical Financial Fowards Futures | Wieghted Average
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	1	[3]
Fair Value, Option, Quantitative Disclosures, Liabilities | Liquids | Physical Financial Fowards Futures | Minimum
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	2	[2],[3]
Fair Value, Option, Quantitative Disclosures, Liabilities | Liquids | Physical Financial Fowards Futures | Maximum
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	3	[2],[3]
Fair Value, Option, Quantitative Disclosures, Liabilities | Liquids | Physical Financial Fowards Futures | Wieghted Average
Fair Value, Option, Quantitative Disclosures [Line Items]
Market Price (per unit)	$ 2	[2],[3]

[1] Includes basis.

[2] Includes NGLs and oil.

[3] Averages weighted by volume.

[4] Represents volatilities unrepresented in published markets.

[5] Represents intra-price correlations for which markets do not exist.

[6] Converts block monthly loads to 24-hour load shapes.

[7] Represents expected increase (decrease) in sales volumes compared to historical usage.

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Credit Risk (Narrative) (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Dec. 31, 2011
Concentration risk, cedit rsk, fnancial istrument, mximum exposure	$ 464
Concentration risk credit risk financial instrument maximum exposure net	424
Additional collateral, aggregate fair value	32	88
Collateral already posted, aggregate fair value	5	110
Pledged financial instruments, not separately reported, securities for letter of credit facilities	3	4
Derivative liability, fair value, amount not offset against collateral	$ 146	$ 259
Investment Grade | Credit Concentration Risk [Member]
Concentration risk, percentage (percentage)	62.00%
Investment Grade | Counterparty, A
Concentration risk, percentage (percentage)	10.00%

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Derivatives and Hedge Accounting Activities (Fair Value of Derivatives) (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012		Dec. 31, 2011
Total Fair Value, Assets	$ 1,111		$ 1,070
Total Fair Value, Liabilities	941		1,157
Current Assets
Total Fair Value, Assets	661		705
Current Assets | Commodity Contract
Total Fair Value, Assets	622		671
Current Assets | Interest Rate Contract
Total Fair Value, Assets	39		34
Noncurrent Assets
Total Fair Value, Assets	450	[1]	365	[1]
Noncurrent Assets | Commodity Contract
Total Fair Value, Assets	385		294
Noncurrent Assets | Interest Rate Contract
Total Fair Value, Assets	65		71
Current Liabilities
Total Fair Value, Liabilities	752		951
Current Liabilities | Commodity Contract
Total Fair Value, Liabilities	464		692
Current Liabilities | Interest Rate Contract
Total Fair Value, Liabilities	288		259
Noncurrent Liabilities
Total Fair Value, Liabilities	189	[2]	206	[2]
Noncurrent Liabilities | Commodity Contract
Total Fair Value, Liabilities	156		196
Noncurrent Liabilities | Interest Rate Contract
Total Fair Value, Liabilities	33		10
Fair Value - Derivatives under Hedge Accounting
Total Fair Value, Assets	619		479
Total Fair Value, Liabilities	452		502
Fair Value - Derivatives under Hedge Accounting | Current Assets
Total Fair Value, Assets	277		210
Fair Value - Derivatives under Hedge Accounting | Current Assets | Commodity Contract
Total Fair Value, Assets	238		176
Fair Value - Derivatives under Hedge Accounting | Current Assets | Interest Rate Contract
Total Fair Value, Assets	39		34
Fair Value - Derivatives under Hedge Accounting | Noncurrent Assets
Total Fair Value, Assets	342	[1]	269	[1]
Fair Value - Derivatives under Hedge Accounting | Noncurrent Assets | Commodity Contract
Total Fair Value, Assets	277		198
Fair Value - Derivatives under Hedge Accounting | Noncurrent Assets | Interest Rate Contract
Total Fair Value, Assets	65		71
Fair Value - Derivatives under Hedge Accounting | Current Liabilities
Total Fair Value, Liabilities	351		384
Fair Value - Derivatives under Hedge Accounting | Current Liabilities | Commodity Contract
Total Fair Value, Liabilities	95		162
Fair Value - Derivatives under Hedge Accounting | Current Liabilities | Interest Rate Contract
Total Fair Value, Liabilities	256		222
Fair Value - Derivatives under Hedge Accounting | Noncurrent Liabilities
Total Fair Value, Liabilities	101	[2]	118	[2]
Fair Value - Derivatives under Hedge Accounting | Noncurrent Liabilities | Commodity Contract
Total Fair Value, Liabilities	78		118
Fair Value - Derivatives under Hedge Accounting | Noncurrent Liabilities | Interest Rate Contract
Total Fair Value, Liabilities	23		0
Fair Value - Derivatives not under Hedge Accounting
Total Fair Value, Assets	492		591
Total Fair Value, Liabilities	489		655
Fair Value - Derivatives not under Hedge Accounting | Current Assets
Total Fair Value, Assets	384		495
Fair Value - Derivatives not under Hedge Accounting | Current Assets | Commodity Contract
Total Fair Value, Assets	384		495
Fair Value - Derivatives not under Hedge Accounting | Current Assets | Interest Rate Contract
Total Fair Value, Assets	0		0
Fair Value - Derivatives not under Hedge Accounting | Noncurrent Assets
Total Fair Value, Assets	108	[1]	96	[1]
Fair Value - Derivatives not under Hedge Accounting | Noncurrent Assets | Commodity Contract
Total Fair Value, Assets	108		96
Fair Value - Derivatives not under Hedge Accounting | Noncurrent Assets | Interest Rate Contract
Total Fair Value, Assets	0		0
Fair Value - Derivatives not under Hedge Accounting | Current Liabilities
Total Fair Value, Liabilities	401		567
Fair Value - Derivatives not under Hedge Accounting | Current Liabilities | Commodity Contract
Total Fair Value, Liabilities	369		530
Fair Value - Derivatives not under Hedge Accounting | Current Liabilities | Interest Rate Contract
Total Fair Value, Liabilities	32		37
Fair Value - Derivatives not under Hedge Accounting | Noncurrent Liabilities
Total Fair Value, Liabilities	88	[2]	88	[2]
Fair Value - Derivatives not under Hedge Accounting | Noncurrent Liabilities | Commodity Contract
Total Fair Value, Liabilities	78		78
Fair Value - Derivatives not under Hedge Accounting | Noncurrent Liabilities | Interest Rate Contract
Total Fair Value, Liabilities	10		10
Virginia Electric and Power Company
Total Fair Value, Assets	0		2
Total Fair Value, Liabilities	0		147
Virginia Electric and Power Company | Current Assets
Total Fair Value, Assets	0	[3]	2	[3]
Virginia Electric and Power Company | Current Assets | Commodity Contract
Total Fair Value, Assets	0		2
Virginia Electric and Power Company | Current Liabilities
Total Fair Value, Liabilities	0	[4]	135
Virginia Electric and Power Company | Current Liabilities | Commodity Contract
Total Fair Value, Liabilities	0		45
Virginia Electric and Power Company | Current Liabilities | Interest Rate Contract
Total Fair Value, Liabilities	0		90
Virginia Electric and Power Company | Noncurrent Liabilities
Total Fair Value, Liabilities	0	[5]	12	[4]
Virginia Electric and Power Company | Noncurrent Liabilities | Commodity Contract
Total Fair Value, Liabilities	0		2
Virginia Electric and Power Company | Noncurrent Liabilities | Interest Rate Contract
Total Fair Value, Liabilities	0		10
Virginia Electric and Power Company | Fair Value - Derivatives under Hedge Accounting
Total Fair Value, Assets	0		0
Total Fair Value, Liabilities	0		69
Virginia Electric and Power Company | Fair Value - Derivatives under Hedge Accounting | Current Assets
Total Fair Value, Assets	0	[3]	0	[3]
Virginia Electric and Power Company | Fair Value - Derivatives under Hedge Accounting | Current Assets | Commodity Contract
Total Fair Value, Assets	0		0
Virginia Electric and Power Company | Fair Value - Derivatives under Hedge Accounting | Current Liabilities
Total Fair Value, Liabilities	0	[4]	67
Virginia Electric and Power Company | Fair Value - Derivatives under Hedge Accounting | Current Liabilities | Commodity Contract
Total Fair Value, Liabilities	0		14
Virginia Electric and Power Company | Fair Value - Derivatives under Hedge Accounting | Current Liabilities | Interest Rate Contract
Total Fair Value, Liabilities	0		53
Virginia Electric and Power Company | Fair Value - Derivatives under Hedge Accounting | Noncurrent Liabilities
Total Fair Value, Liabilities	0	[5]	2	[4]
Virginia Electric and Power Company | Fair Value - Derivatives under Hedge Accounting | Noncurrent Liabilities | Commodity Contract
Total Fair Value, Liabilities	0		2
Virginia Electric and Power Company | Fair Value - Derivatives under Hedge Accounting | Noncurrent Liabilities | Interest Rate Contract
Total Fair Value, Liabilities	0		0
Virginia Electric and Power Company | Fair Value - Derivatives not under Hedge Accounting
Total Fair Value, Assets	0		2
Total Fair Value, Liabilities	0		78
Virginia Electric and Power Company | Fair Value - Derivatives not under Hedge Accounting | Current Assets
Total Fair Value, Assets	0	[3]	2	[3]
Virginia Electric and Power Company | Fair Value - Derivatives not under Hedge Accounting | Current Assets | Commodity Contract
Total Fair Value, Assets	0		2
Virginia Electric and Power Company | Fair Value - Derivatives not under Hedge Accounting | Current Liabilities
Total Fair Value, Liabilities	0	[4]	68
Virginia Electric and Power Company | Fair Value - Derivatives not under Hedge Accounting | Current Liabilities | Commodity Contract
Total Fair Value, Liabilities	0		31
Virginia Electric and Power Company | Fair Value - Derivatives not under Hedge Accounting | Current Liabilities | Interest Rate Contract
Total Fair Value, Liabilities	0		37
Virginia Electric and Power Company | Fair Value - Derivatives not under Hedge Accounting | Noncurrent Liabilities
Total Fair Value, Liabilities	0	[5]	10	[4]
Virginia Electric and Power Company | Fair Value - Derivatives not under Hedge Accounting | Noncurrent Liabilities | Commodity Contract
Total Fair Value, Liabilities	0		0
Virginia Electric and Power Company | Fair Value - Derivatives not under Hedge Accounting | Noncurrent Liabilities | Interest Rate Contract
Total Fair Value, Liabilities	$ 0		$ 10

[1] Noncurrent derivative assets are presented in other deferred charges and other assets in Dominion’s Consolidated Balance Sheets.

[2] Noncurrent derivative liabilities are presented in other deferred credits and other liabilities in Dominion’s Consolidated Balance Sheets.

[3] Current derivative assets are presented in other current assets in Virginia Power’s Consolidated Balance Sheets.

[4] Current derivative liabilities are presented in other current liabilities in Virginia Power’s Consolidated Balance Sheets.

[5] Noncurrent derivative liabilities are presented in other deferred credits and other liabilities in Virginia Power’s Consolidated Balance Sheets.

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Earnings Per Share (Calculation of Our Basic and Diluted EPS) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2012		Jun. 30, 2011		Jun. 30, 2012		Jun. 30, 2011
Earnings Per Share [Abstract]
Net income attributable to Dominion	$ 258		$ 336	[1]	$ 752	[1]	$ 815	[1]
Average shares of common stock outstanding - Basic (shares)	572.0		573.4		571.3		576.6
Net effect of potentially dilutive securities (shares)	1.1	[2]	1.8	[2]	1.2	[2]	1.3	[2]
Average shares of common stock outstanding - Diluted (shares)	573.1		575.2		572.5		577.9
Earnings Per Common Share - Basic (dollars per share)	$ 0.45		$ 0.59	[1]	$ 1.32	[1]	$ 1.41	[1]
Earnings Per Common Share - Diluted (dollars per share)	$ 0.45		$ 0.58	[1]	$ 1.31	[1]	$ 1.41	[1]
Potentially dilutive securities excluded from computation of earnings per share (shares)	0		0		0		0

[1] Consolidated Statements of Income for the six months ended June 30, 2012 and the three and six months ended June 30, 2011 have been recast to reflect Salem Harbor and State Line as discontinued operations, as discussed in Note 3.

[2] Potentially dilutive securities consist of options, goal-based stock and contingently convertible senior notes.

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Investments (Tables)

6 Months Ended

Jun. 30, 2012

Available-For-Sale Securities

Dominion’s decommissioning trust funds are summarized below.

	Amortized Cost		Total  Unrealized Gains(1)		Total  Unrealized Losses (1)				Fair Value
(millions)
June 30, 2012
Marketable equity securities
U.S.:
Large Cap	$	1,185	$	653	$	—			$	1,838
Other	38		11		—				49
Marketable debt securities:
Corporate bonds	277		23		(1		)		299
U.S. Treasury securities and agency debentures	439		21		(2		)		458
State and municipal	294		24		—				318
Other	18		1		—				19
Cost method investments	128		—		—				128
Cash equivalents and other(2)	77		—		—				77
Total	$	2,456	$	733	$	(3	)	(3)	$	3,186
December 31, 2011
Marketable equity securities:
U.S.:
Large Cap	$	1,152	$	537	$	—			$	1,689
Other	36		10		—				46
Marketable debt securities:
Corporate bonds	314		19		(1		)		332
U.S. Treasury securities and agency debentures	437		20		(1		)		456
State and municipal	264		24		—				288
Other	23		1		—				24
Cost method investments	118		—		—				118
Cash equivalents and other(2)	46		—		—				46
Total	$	2,390	$	611	$	(2	)	(3)	$	2,999

(1) Included in AOCI and the decommissioning trust regulatory liability.

(2) Includes pending sales of securities of $4 million and pending purchases of securities of $11 million at June 30, 2012 and December 31, 2011, respectively.

(3) The fair value of securities in an unrealized loss position was $196 million and $164 million at June 30, 2012 and December 31, 2011, respectively.

Investments Classified by Contractual Maturity Date

The fair value of Dominion’s marketable debt securities held in nuclear decommissioning trust funds at June 30, 2012 by contractual maturity is as follows:

	Amount
(millions)
Due in one year or less	$	100
Due after one year through five years	271
Due after five years through ten years	326
Due after ten years	397
Total	$	1,094

Marketable Securities

Presented below is selected information regarding Dominion’s marketable equity and debt securities held in nuclear decommissioning trust funds.

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
(millions)
Proceeds from sales	$	349	$	437	$	764	$	939
Realized gains(1)	28		18		56		32
Realized losses(1)	15		12		19		20

(1) Includes realized gains or losses recorded to the decommissioning trust regulatory liability.

Virginia Electric and Power Company

Available-For-Sale Securities

Virginia Power’s decommissioning trust funds are summarized below.

	Amortized Cost		Total  Unrealized Gains(1)		Total  Unrealized Losses(1)				Fair Value
(millions)
June 30, 2012
Marketable equity securities:
U.S.:
Large Cap	$	470	$	266	$	—			$	736
Other	19		5		—				24
Marketable debt securities:
Corporate bonds	167		14		(1		)		180
U.S. Treasury securities and agency debentures	183		5		(1		)		187
State and municipal	138		10		—				148
Other	13		1		—				14
Cost method investments	128		—		—				128
Cash equivalents and other(2)	34		—		—				34
Total	$	1,152	$	301	$	(2	)	(3)	$	1,451
December 31, 2011
Marketable equity securities
U.S.:
Large Cap	$	460	$	218	$	—			$	678
Other	18		5		—				23
Marketable debt securities:
Corporate bonds	204		11		(1		)		214
U.S. Treasury securities and agency debentures	166		4		—				170
State and municipal	114		10		—				124
Other	16		1		(1		)		16
Cost method investments	118		—		—				118
Cash equivalents and other(2)	27		—		—				27
Total	$	1,123	$	249	$	(2	)	(3)	$	1,370

(1) Included in AOCI and the decommissioning trust regulatory liability.

(2) Includes pending purchases of securities of $1 million and $13 million at June 30, 2012 and December 31, 2011, respectively.

(3) The fair value of securities in an unrealized loss position was $104 million and $99 million at June 30, 2012 and December 31, 2011, respectively.

Investments Classified by Contractual Maturity Date

The fair value of Virginia Power’s debt securities at June 30, 2012 by contractual maturity is as follows:

	Amount
(millions)
Due in one year or less	$	22
Due after one year through five years	129
Due after five years through ten years	190
Due after ten years	188
Total	$	529

Marketable Securities

Presented below is selected information regarding Virginia Power’s marketable equity and debt securities.

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
(millions)
Proceeds from sales	$	162	$	253	$	353	$	596
Realized gains(1)	10		6		21		11
Realized losses(1)	5		4		7		8

(1) Includes realized gains or losses recorded to the decommissioning trust regulatory liability.

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Employee Benefit Plans (Net Periodic Benefit Cost) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Pension Benefits
Service cost	$ 29	$ 27	$ 58	$ 54
Interest cost	67	65	134	129
Expected return on plan assets	(107)	(111)	(215)	(221)
Amortization of prior service cost (credit)	1	1	2	2
Amortization of net loss	33	24	66	48
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Settlements and Curtailments	0	0	0	0
Net periodic benefit cost	23	6	45	12
Other Postretirement Benefits
Service cost	11	12	22	24
Interest cost	20	24	40	47
Expected return on plan assets	(20)	(19)	(41)	(39)
Amortization of prior service cost (credit)	(3)	(4)	(6)	(7)
Amortization of net loss	1	3	3	6
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Settlements and Curtailments	0	(1)	0	(1)
Net periodic benefit cost	$ 9	$ 15	$ 18	$ 30

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Derivatives and Hedge Accounting Activities (Schedule of Derivatives not Designated as Hedging Instruments) (Details) (Fair Value - Derivatives not under Hedge Accounting, USD $) In Millions, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2012		Jun. 30, 2011		Jun. 30, 2012		Jun. 30, 2011
Amount of Gain (Loss) Recognized in Income on Derivatives	$ 39	[1]	$ (8)	[1]	$ 69	[1]	$ 16	[1]
Interest Rate Contract
Amount of Gain (Loss) Recognized in Income on Derivatives	9	[1],[2]	0	[1],[2]
Commodity Contract | Operating revenue
Amount of Gain (Loss) Recognized in Income on Derivatives	34	[1]	23	[1]	103	[1]	42	[1]
Commodity Contract | Purchased Gas
Amount of Gain (Loss) Recognized in Income on Derivatives	5	[1]	(7)	[1]	(5)	[1]	(18)	[1]
Commodity Contract | Electric fuel and other energy related purchases
Amount of Gain (Loss) Recognized in Income on Derivatives	(9)	[1]	(24)	[1]	(36)	[1]	(8)	[1]
Interest Rate Contract | Interest Rate Contract
Amount of Gain (Loss) Recognized in Income on Derivatives					7	[1],[2]	0	[1],[2]
Virginia Electric and Power Company
Amount of Gain (Loss) Recognized in Income on Derivatives	(18)	[3]	(24)	[3]	(47)	[3]	(8)	[3]
Virginia Electric and Power Company | Interest Rate Contract
Amount of Gain (Loss) Recognized in Income on Derivatives	1	[3],[4]	0	[3],[4]	(1)	[3],[4]	0	[3],[4]
Virginia Electric and Power Company | Commodity Contract
Amount of Gain (Loss) Recognized in Income on Derivatives	$ (19)	[3],[5]	$ (24)	[3],[5]	$ (46)	[3],[5]	$ (8)	[3],[5]

[1] Includes derivative activity amortized out of regulatory assets/liabilities. Amounts deferred into regulatory assets/liabilities have no associated effect in Dominion’s Consolidated Statements of Income.

[2] Amounts recorded in Dominion’s Consolidated Statements of Income are classified in interest and related charges.

[3] Includes derivative activity amortized out of regulatory assets/liabilities. Amounts deferred into regulatory assets/liabilities have no associated effect in Virginia Power’s Consolidated Statements of Income.

[4] Amounts are recorded in interest and related charges in Virginia Power’s Consolidated Statements of Income.

[5] Amounts are recorded in electric fuel and other energy-related purchases in Virginia Power’s Consolidated Statements of Income.

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Related Party Transactions (Details) (Virginia Electric and Power Company, USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
Virginia Electric and Power Company
Related Party Transaction [Line Items]
Commodity purchases from affiliates	$ 78	$ 90	$ 156	$ 152
Services provided by affiliates	95	100	191	193
Related Party Outstanding Borrowing For Non Regulated Subsidiaries	$ 187		$ 187		$ 187

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Operating Segments

6 Months Ended

Jun. 30, 2012

Segment Reporting [Abstract]

Operating Segments

Operating Segments

Dominion and Virginia Power are organized primarily on the basis of products and services sold in the U.S. A description of the operations included in the Companies’ primary operating segments is as follows:

Primary Operating Segment	Description of Operations	Dominion	Virginia Power
DVP	Regulated electric distribution	X	X
	Regulated electric transmission	X	X
	Nonregulated retail energy marketing (electric and gas)	X
Dominion Generation	Regulated electric fleet	X	X
	Merchant electric fleet	X
Dominion Energy	Gas transmission and storage	X
	Gas distribution and storage	X
	LNG import and storage	X
	Producer services	X

In addition to the operating segments above, the Companies also report a Corporate and Other segment.

The Corporate and Other Segment of Dominion includes its corporate, service company and other functions (including unallocated debt) and certain specific items that are not included in profit measures evaluated by executive management in assessing segment performance or allocating resources among the segments.

In the six months ended June 30, 2012, Dominion reported an after-tax net expense of $71 million for specific items in the Corporate and Other segment, all of which was attributable to its operating segments. In the six months ended June 30, 2011, Dominion reported after-tax net expenses of $44 million for specific items in the Corporate and Other segment, with $36 million of these net expenses attributable to its operating segments.

The net expenses for specific items in 2012 primarily related to the impact of the following items:

• A $74 million ($45 million after-tax) charge reflecting restoration costs associated with damage caused by late June summer storms, attributable to DVP;

• A $30 million ($17 million after-tax) loss from discontinued operations of State Line and Salem Harbor for which agreements to sell were executed in the second quarter of 2012, attributable to Dominion Generation; and

• A $23 million ($16 million after-tax) loss from operations of Kewaunee, attributable to Dominion Generation. Kewaunee's results of operations have been reflected in the Corporate and Other segment due to Dominion's decision in the first quarter of 2011 to pursue the sale of Kewaunee.

The net expenses for specific items in 2011 primarily related to the impact of the following items:

• A $39 million ($30 million after-tax) loss from discontinued operations of State Line and Salem Harbor for which agreements to sell were executed in the second quarter of 2012, attributable to Dominion Generation; and

• A $37 million ($20 million after-tax) loss from the operations of Kewaunee, attributable to Dominion Generation.  Kewaunee's results of operations have been reflected in the Corporate and Other segment due to Dominion's decision in the first quarter of 2011 to pursue the sale of Kewaunee.

The Corporate and Other Segment of Virginia Power primarily includes certain specific items that are not included in profit measures evaluated by executive management in assessing segment performance or allocating resources among the segments. In the six months ended June 30, 2012, Virginia Power reported an after-tax expense of $44 million for specific items attributable to its operating segments in the Corporate and Other segment. In the six months ended June 30, 2011, Virginia Power reported after-tax net expenses of $5 million for specific items attributable to its operating segments in the Corporate and Other segment.

The net expenses for specific items in 2012 primarily related to the impact of a $74 million ($45 million after-tax) charge reflecting restoration costs associated with damage caused by late June summer storms, attributable to DVP.

The following table presents segment information pertaining to Dominion’s operations:

	DVP		Dominion Generation(1)		Dominion Energy		Corporate and Other(1)			Adjustments/Eliminations			Consolidated Total
(millions)
Three Months Ended June 30,
2012
Total revenue from external customers	$	806	$	1,604	$	371	$	33		$	239		$	3,053
Intersegment revenue	13		89		220		146			(468		)	—
Total operating revenue	819		1,693		591		179			(229		)	3,053
Loss from discontinued operations	—		—		—		(18		)	—			(18		)
Net income (loss) attributable to Dominion	143		152		109		(146		)	—			258
2011
Total revenue from external customers	$	828	$	1,707	$	379	$	37		$	337		$	3,288
Intersegment revenue	18		87		294		151			(550		)	—
Total operating revenue	846		1,794		673		188			(213		)	3,288
Loss from discontinued operations	—		—		—		(5		)	—			(5		)
Net income (loss) attributable to Dominion	115		188		104		(71		)	—			336
Six Months Ended June 30,
2012
Total revenue from external customers	$	1,737	$	3,249	$	987	$	72		$	470		$	6,515
Intersegment revenue	75		165		420		295			(955		)	—
Total operating revenue	1,812		3,414		1,407		367			(485		)	6,515
Loss from discontinued operations	—		—		—		(17		)	—			(17		)
Net income (loss) attributable to Dominion	309		374		258		(189		)	—			752
2011
Total revenue from external customers	$	1,879	$	3,495	$	1,213	$	74		$	610		$	7,271
Intersegment revenue	113		157		502		294			(1,066		)	—
Total operating revenue	1,992		3,652		1,715		368			(456		)	7,271
Loss from discontinued operations	—		—		—		(30		)	—			(30		)
Net income (loss) attributable to Dominion	264		472		273		(194		)	—			815

(1) Dominion's segment information for the six months ended June 30, 2012 and the three and six months ended June 30, 2011 has been recast to reflect Salem Harbor and State Line as discontinued operations, as discussed in Note 3.

Intersegment sales and transfers for Dominion are based on contractual arrangements and may result in intersegment profit or loss that is eliminated in consolidation.

The following table presents segment information pertaining to Virginia Power’s operations:

	DVP		Dominion Generation		Corporate and Other			Consolidated Total
(millions)
Three Months Ended June 30,
2012
Operating revenue	$	449	$	1,307	$	—		$	1,756
Net income (loss)	100		118		(46		)	172
2011
Operating revenue	$	430	$	1,328	$	(1	)	$	1,757
Net income (loss)	102		144		(5		)	241
Six Months Ended June 30,
2012
Operating revenue	$	908	$	2,602	$	—		$	3,510
Net income (loss)	207		251		(43		)	415
2011
Operating revenue	$	883	$	2,632	$	(1	)	$	3,514
Net income (loss)	215		309		(5		)	519

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Fair Value Measurements (Net Change in the Assets and Liabilities Measured at Fair Value on a Recurring Basis and Included in the Level 3 Fair Value Category) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Total realized and unrealized gains (losses):
Included in earnings	$ 12	$ (22)	$ (23)	$ (8)
The amount of gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets/liabilities still held at the reporting date	33	27	33	31
Level 3 | Commodity Transactions
Total realized and unrealized gains (losses):
Ending balance	155		155
Level 3 | Commodity Transactions | Fair Value, Measurements, Recurring
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	(61)	(163)	(71)	(50)
Total realized and unrealized gains (losses):
Included in earnings	12	(22)	(23)	(8)
Included in other comprehensive income (loss)	166	35	171	(59)
Included in regulatory assets/liabilities	18	(11)	29	(32)
Settlements	21	39	51	23
Transfers out of Level 3	(1)	0	(2)	4
Ending balance	155	(122)	155	(122)
The amount of gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets/liabilities still held at the reporting date	33	27	33	31
Level 3 | Virginia Electric and Power Company | Commodity Transactions | Fair Value, Measurements, Recurring
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	(17)	(7)	(28)	14
Total realized and unrealized gains (losses):
Included in earnings	(19)	(24)	(46)	(8)
Included in regulatory assets/liabilities	18	(11)	29	(32)
Settlements	19	24	46	8
Ending balance	$ 1	$ (18)	$ 1	$ (18)

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Dispositions (Schedule of Disposal Groups, Including Discontinued Operations, Balance Sheet) (Details) (Salem Harbor, USD $) In Millions, unless otherwise specified	Jun. 30, 2012
Salem Harbor
ASSETS
Inventories	$ 22
Valuation allowance	(22)
Total assets	0
LIABILITIES
Current liabilities	6
Current liabilities	13
Total liabilities	$ 19

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Operating Segments (Schedule of Segment Reporting Information, by Segment) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2012		Jun. 30, 2011		Jun. 30, 2012		Jun. 30, 2011
Total revenue from external customers	$ 3,053		$ 3,288	[1]	$ 6,515	[1]	$ 7,271	[1]
Intersegment revenue	0		0		0		0
Total operating revenue	3,053		3,288		6,515		7,271
Loss from discontinued operations	(18)		(5)	[1]	(17)	[1]	(30)	[1]
Net income (loss) attributable to Dominion	258		336	[1]	752	[1]	815	[1]
Dominion Virginia Power
Total revenue from external customers	806		828		1,737		1,879
Intersegment revenue	13		18		75		113
Total operating revenue	819		846		1,812		1,992
Loss from discontinued operations	0		0		0		0
Net income (loss) attributable to Dominion	143		115		309		264
Dominion Generation
Total revenue from external customers	1,604	[2]	1,707	[2]	3,249	[2]	3,495	[2]
Intersegment revenue	89	[2]	87	[2]	165	[2]	157	[2]
Total operating revenue	1,693	[2]	1,794	[2]	3,414	[2]	3,652	[2]
Loss from discontinued operations	0	[2]	0	[2]	0	[2]	0	[2]
Net income (loss) attributable to Dominion	152	[2]	188	[2]	374	[2]	472	[2]
Dominion Energy
Total revenue from external customers	371		379		987		1,213
Intersegment revenue	220		294		420		502
Total operating revenue	591		673		1,407		1,715
Loss from discontinued operations	0		0		0		0
Net income (loss) attributable to Dominion	109		104		258		273
Corporate and Other
Total revenue from external customers	33	[2]	37	[2]	72	[2]	74	[2]
Intersegment revenue	146	[2]	151	[2]	295	[2]	294	[2]
Total operating revenue	179	[2]	188	[2]	367	[2]	368	[2]
Loss from discontinued operations	(18)	[2]	(5)	[2]	(17)	[2]	(30)	[2]
Net income (loss) attributable to Dominion	(146)	[2]	(71)	[2]	(189)	[2]	(194)	[2]
Adjustments/ Eliminations
Total revenue from external customers	239		337		470		610
Intersegment revenue	(468)		(550)		(955)		(1,066)
Total operating revenue	(229)		(213)		(485)		(456)
Loss from discontinued operations	0		0		0		0
Net income (loss) attributable to Dominion	0		0		0		0
Virginia Electric and Power Company
Total revenue from external customers	1,756		1,757		3,510		3,514
Total operating revenue	1,756		1,757		3,510		3,514
Net income (loss) attributable to Dominion	172		241		415		519
Virginia Electric and Power Company | Dominion Virginia Power
Total operating revenue	449		430		908		883
Net income (loss) attributable to Dominion	100		102		207		215
Virginia Electric and Power Company | Dominion Generation
Total operating revenue	1,307		1,328		2,602		2,632
Net income (loss) attributable to Dominion	118		144		251		309
Virginia Electric and Power Company | Corporate and Other
Total operating revenue	0		(1)		0		(1)
Net income (loss) attributable to Dominion	$ (46)		$ (5)		$ (43)		$ (5)

[1] Consolidated Statements of Income for the six months ended June 30, 2012 and the three and six months ended June 30, 2011 have been recast to reflect Salem Harbor and State Line as discontinued operations, as discussed in Note 3.

[2] Dominion's segment information for the six months ended June 30, 2012 and the three and six months ended June 30, 2011 has been recast to reflect Salem Harbor and State Line as discontinued operations, as discussed in Note 3.

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Related Party Transactions (Tables) (Virginia Electric and Power Company)

6 Months Ended

Jun. 30, 2012

Virginia Electric and Power Company

Related Party Transaction [Line Items]

Transactions With Affiliates

Presented below are significant transactions with DRS and other affiliates:

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
(millions)
Commodity purchases from affiliates	$	78	$	90	$	156	$	152
Services provided by affiliates	95		100		191		193

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Fair Value Measurements (Financial Instruments' Carrying Amounts and Fair Values) (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended		12 Months Ended
	Jun. 30, 2012		Dec. 31, 2011
Long-term debt - VIE	$ 875		$ 890	[1]
Junior subordinated notes payable to affiliates	268		268	[1]
Enhanced junior subordinated notes	1,363		1,451	[1]
Subsidiary preferred stock	257		257	[1]
Valuation of certain fair value hedges	103		105
Issuance expenses of subsidiary preferred stock	2		2
Carrying Amount
Long-term debt, including securities due within one year	16,638	[2]	16,264	[2]
Long-term debt - VIE	875	[3]	890	[3]
Junior subordinated notes payable to affiliates	268		268
Enhanced junior subordinated notes	1,363		1,451
Subsidiary preferred stock	257	[4]	257	[4]
Estimate of Fair Value
Long-term debt, including securities due within one year	19,672	[2],[5]	18,936	[2],[5]
Long-term debt - VIE	880	[3],[5]	892	[3],[5]
Junior subordinated notes payable to affiliates	275	[5]	268	[5]
Enhanced junior subordinated notes	1,457	[5]	1,518	[5]
Subsidiary preferred stock	268	[4],[5]	256	[4],[5]
Virginia Electric and Power Company
Subsidiary preferred stock	257		257	[6]
Virginia Electric and Power Company | Carrying Amount
Long-term debt, including securities due within one year	7,302	[2]	6,862	[2]
Subsidiary preferred stock	257	[4]	257	[4]
Virginia Electric and Power Company | Estimate of Fair Value
Long-term debt, including securities due within one year	8,919	[2],[5]	8,281	[2],[5]
Subsidiary preferred stock	$ 268	[4],[5]	$ 256	[4],[5]

[1] Dominion’s Consolidated Balance Sheet at December 31, 2011 has been derived from the audited Consolidated Financial Statements at that date.

[2] Includes amounts which represent the unamortized discount and premium. At June 30, 2012 and December 31, 2011, includes the valuation of certain fair value hedges associated with Dominion’s fixed rate debt of approximately $103 million and $105 million, respectively.

[3] Includes amounts which represent the unamortized premium.

[4] Includes deferred issuance expenses of $2 million at June 30, 2012 and December 31, 2011.

[5] Fair value is estimated using market prices, where available, and interest rates currently available for issuance of debt with similar terms and remaining maturities. All fair value measurements are classified as Level 2. The carrying amount of debt issues with short-term maturities and variable rates refinanced at current market rates is a reasonable estimate of their fair value.

[6] Virginia Power’s Consolidated Balance Sheet at December 31, 2011 has been derived from the audited Consolidated Financial Statements at that date.

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Significant Financing Transactions - (Commercial Paper, Bank Loans and Letters of Credit Outstanding) (Details) (USD $)	Jun. 30, 2012
Facility Limit	$ 3,500,000,000
Outstanding Commercial Paper	1,530,000,000
Outstanding Letters of Credit	36,000,000
Facility Capacity Available	1,934,000,000
Three Year Joint Revolving Credit Facility
Facility Limit	500,000,000	[1]
Outstanding Commercial Paper	0	[1]
Outstanding Letters of Credit	36,000,000	[1]
Facility Capacity Available	464,000,000	[1]
Credit Facility 1.5 Billion | Three Year Joint Revolving Credit Facility
Facility Limit	3,000,000,000	[2]
Outstanding Commercial Paper	1,530,000,000	[2]
Outstanding Letters of Credit	0	[2]
Facility Capacity Available	1,470,000,000	[2]
Credit Facility, to support letters of credit	1,500,000,000
Virginia Electric and Power Company
Facility Limit	1,250,000,000
Outstanding Commercial Paper	465,000,000
Outstanding Letters of Credit	15,000,000
Facility Capacity Available	770,000,000
Virginia Electric and Power Company | Three Year Joint Revolving Credit Facility
Facility Limit	250,000,000	[3]
Outstanding Commercial Paper	0	[3]
Outstanding Letters of Credit	15,000,000	[3]
Facility Capacity Available	235,000,000	[3]
Virginia Electric and Power Company | Credit Facility 1.5 Billion | Three Year Joint Revolving Credit Facility
Facility Limit	1,000,000,000	[2]
Outstanding Commercial Paper	465,000,000	[2]
Outstanding Letters of Credit	0	[2]
Facility Capacity Available	535,000,000	[2]
Credit Facility, to support letters of credit	$ 1,500,000,000

[1] This credit facility has a maturity date of September 2016, and can be used to support bank borrowings, commercial paper and letter of credit issuances.

[2] This credit facility has a maturity date of September 2016, and can be used to support bank borrowings and the issuance of commercial paper, as well as to support up to $1.5 billion of letters of credit.

[3] This credit facility has a maturity date of September 2016, and can be used to support bank borrowings, commercial paper and letter of credit issuances. Virginia Power's current sub-limit under this credit facility can be increased or decreased multiple times per year.

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Investments (Selected Information Regarding Marketable Equity and Debt Securities) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2012		Jun. 30, 2011		Jun. 30, 2012		Jun. 30, 2011
Available-for-sale securities:
Proceeds from sales	$ 349		$ 437		$ 764		$ 939
Realized gains	28	[1]	18	[1]	56	[1]	32	[1]
Realized losses	15	[1]	12	[1]	19	[1]	20	[1]
Virginia Electric and Power Company
Available-for-sale securities:
Proceeds from sales	162		253		353		596
Realized gains	10	[1]	6	[1]	21	[1]	11	[1]
Realized losses	$ 5	[1]	$ 4	[1]	$ 7	[1]	$ 8	[1]

[1] Includes realized gains or losses recorded to the decommissioning trust regulatory liability.

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Fair Value Measurements (Narrative) (Details) (Fair Value, Measurements, Nonrecurring, Other Operating Expense, USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012
State line evaluation, impairment charge	$ 55
State line evaluation, impairment charge after tax	39
State Line
State line evaluation, impairment charge	$ 1

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Significant Accounting Policies

6 Months Ended

Jun. 30, 2012

Accounting Policies [Abstract]

Significant Accounting Policies

Significant Accounting Policies

As permitted by the rules and regulations of the SEC, Dominion’s and Virginia Power’s accompanying unaudited Consolidated Financial Statements contain certain condensed financial information and exclude certain footnote disclosures normally included in annual audited consolidated financial statements prepared in accordance with GAAP. These unaudited Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2011 and their Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.

In Dominion’s and Virginia Power’s opinion, the accompanying unaudited Consolidated Financial Statements contain all adjustments necessary to present fairly their financial position as of June 30, 2012, their results of operations for the three and six months ended June 30, 2012 and 2011 and their cash flows for the six months ended June 30, 2012 and 2011. Such adjustments are normal and recurring in nature unless otherwise noted.

The Companies make certain estimates and assumptions in preparing their Consolidated Financial Statements in accordance with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods presented. Actual results may differ from those estimates.

Dominion’s and Virginia Power’s accompanying unaudited Consolidated Financial Statements include, after eliminating intercompany transactions and balances, their accounts and those of their respective majority-owned subsidiaries and those VIEs where Dominion has been determined to be the primary beneficiary.

The results of operations for interim periods are not necessarily indicative of the results expected for the full year. Information for quarterly periods is affected by seasonal variations in sales, rate changes, electric fuel and other energy-related purchases, purchased gas expenses and other factors.

Certain amounts in Dominion’s and Virginia Power’s 2011 Consolidated Financial Statements and Notes have been reclassified to conform to the 2012 presentation for comparative purposes. The reclassifications did not affect the Companies’ net income, total assets, liabilities, equity or cash flows.

Amounts disclosed for Dominion are inclusive of Virginia Power, where applicable.

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Regulatory Assets and Liabilities (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012		Dec. 31, 2011
Regulatory Assets and Liablities [Line Items]
Deferred cost of fuel used in electric generation	$ 78	[1]	$ 249	[1]
Deferred rate adjustment clause costs	70	[2]	113	[2]
Other	114		179
Regulatory assets current	262	[3]	541	[3]
Unrecognized pension and other postretirement benefit costs	861	[4]	887	[4]
Income taxes recoverable through future rates	135	[5]	121	[5]
Derivatives	107	[6]	49	[6]
Deferred rate adjustment clause costs	104	[2]	72	[2]
Other	121		253
Regulatory assets non-current	1,328		1,382	[7]
Total regulatory assets	1,590		1,923
PIPP	78	[8]	58	[8]
Provision for rate proceedings	51	[9]	150	[9]
Other	36		35
Regulatory liabilities current	165	[10]	243	[10]
Provision for future cost of removal and AROs	939	[11]	901	[11]
Decommissioning trust	457	[12]	399	[12]
Other	40		24
Regulatory liabilities non current	1,436		1,324	[7]
Total regulatory liabilities	1,601		1,567
Virginia Electric and Power Company
Regulatory Assets and Liablities [Line Items]
Deferred cost of fuel used in electric generation	78	[1]	249	[1]
Deferred rate adjustment clause costs	70	[2]	113	[2]
Other	70		117
Regulatory assets current	218	[3]	479	[3]
Income taxes recoverable through future rates	109	[5]	100	[5]
Derivatives	107	[6]	49	[6]
Deferred rate adjustment clause costs	104	[2]	70	[2]
Other	43		180
Regulatory assets non-current	363		399	[13]
Total regulatory assets	581		878
Provision for rate proceedings	51	[9]	150	[9]
Other	28		28
Regulatory liabilities current	79	[10]	178	[10]
Provision for future cost of removal	720	[11]	687	[11]
Decommissioning trust	457	[12]	399	[12]
Other	27		9
Regulatory liabilities non current	1,204		1,095	[13]
Total regulatory liabilities	$ 1,283		$ 1,273

[1] Primarily reflects deferred fuel expenses for the Virginia jurisdiction of Virginia Power's generation operations. See Note 11 for more information.

[2] Reflects deferrals under the electric transmission FERC formula rate and the deferral of costs associated with certain riders. See Note 11 for more information.

[3] Current regulatory assets are presented in other current assets in Dominion's and Virginia Power's Consolidated Balance Sheets.

[4] Represents unrecognized pension and other postretirement benefit costs expected to be recovered through future rates by certain of Dominion's rate-regulated subsidiaries.

[5] Amounts to be recovered through future rates to pay income taxes that become payable when rate revenue is provided to recover AFUDC-equity and depreciation of property, plant and equipment for which deferred income taxes were not recognized for ratemaking purposes, including amounts attributable to tax rate changes.

[6] For jurisdictions subject to cost-based rate regulation, changes in the fair value of derivative instruments result in the recognition of regulatory assets or regulatory liabilities as they are expected to be recovered from or refunded to customers.

[7] Dominion’s Consolidated Balance Sheet at December 31, 2011 has been derived from the audited Consolidated Financial Statements at that date.

[8] Under PIPP, eligible customers can receive energy assistance based on their ability to pay. The difference between the customer's total bill and the PIPP plan amount is deferred and collected or returned annually under the PIPP rider according to East Ohio tariff provisions. See Note 11 for more information.

[9] Reflects a reserve associated with the settlement of Virginia Power's 2009 base rate case proceedings and associated with the Biennial Review Order.

[10] Current regulatory liabilities are presented in other current liabilities in Dominion's and Virginia Power's Consolidated Balance Sheets.

[11] Rates charged to customers by the Companies' regulated businesses include a provision for the cost of future activities to remove assets that are expected to be incurred at the time of retirement.

[12] Primarily reflects a regulatory liability representing amounts collected from Virginia jurisdictional customers and placed in external trusts (including income, losses and changes in fair value thereon) for the future decommissioning of Virginia Power's utility nuclear generation stations, in excess of the related ARO.

[13] Virginia Power’s Consolidated Balance Sheet at December 31, 2011 has been derived from the audited Consolidated Financial Statements at that date.

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Operating Revenue (Operating Revenue) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended			6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011		Jun. 30, 2012		Jun. 30, 2011
Electric sales:
Regulated	$ 1,725	$ 1,728		$ 3,449		$ 3,458
Nonregulated	675	741		1,383		1,608
Gas sales:
Regulated	33	44		132		183
Nonregulated	165	337		563		939
Gas transportation and storage	305	322		710		860
Other	150	116		278		223
Total operating revenue	3,053	3,288	[1]	6,515	[1]	7,271	[1]
Virginia Electric and Power Company
Electric sales:
Regulated	1,725	1,728		3,449		3,458
Gas sales:
Other	31	29		61		56
Total operating revenue	$ 1,756	$ 1,757		$ 3,510		$ 3,514

[1] Consolidated Statements of Income for the six months ended June 30, 2012 and the three and six months ended June 30, 2011 have been recast to reflect Salem Harbor and State Line as discontinued operations, as discussed in Note 3.

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Income Taxes (Tables)

6 Months Ended

Jun. 30, 2012

Income Tax Disclosure [Abstract]

Effective Income Tax

For continuing operations, including noncontrolling interests, the statutory U.S. federal income tax rate reconciles to Dominion’s and Virginia Power’s effective income tax rate as follows:

	Dominion				Virginia Power
Six Months Ended June 30,	2012		2011		2012		2011
U.S. statutory rate	35.0	%	35.0	%	35.0	%	35.0	%
Increases (reductions) resulting from:
State taxes, net of federal benefit	3.7		3.7		3.9		3.9
Valuation allowances	(1.8	)	0.1		—		—
AFUDC - equity	(0.7	)	(0.5	)	(1.1	)	(0.6	)
Other, net	(1.7	)	(0.1	)	0.1		0.3
Effective tax rate	34.5	%	38.2	%	37.9	%	38.6	%

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Operating Revenue (Tables)

6 Months Ended

Jun. 30, 2012

Regulated and Unregulated Operating Revenue [Abstract]

Operating Revenue, Table

The Companies’ operating revenue consists of the following:

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
(millions)
Dominion
Electric sales:
Regulated	$	1,725	$	1,728	$	3,449	$	3,458
Nonregulated	675		741		1,383		1,608
Gas sales:
Regulated	33		44		132		183
Nonregulated	165		337		563		939
Gas transportation and storage	305		322		710		860
Other	150		116		278		223
Total operating revenue	$	3,053	$	3,288	$	6,515	$	7,271
Virginia Power
Regulated electric sales	$	1,725	$	1,728	$	3,449	$	3,458
Other	31		29		61		56
Total operating revenue	$	1,756	$	1,757	$	3,510	$	3,514

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Derivatives and Hedge Accounting Activities (Gains and Losses on Derivatives in Cash Flow Hedging Relationships) (Details) (Cash Flow Hedges, USD $) In Millions, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2012		Jun. 30, 2011		Jun. 30, 2012		Jun. 30, 2011
Amount of Gain (Loss) Recognized in AOCI on Derivatives (Effective Portion)	$ 3	[1]	$ 18	[1]	$ 211	[1]	$ (125)	[1]
Amount of Gain (Loss) Reclassified from AOCI to Income	42		27		70		9
Increase (Decrease) in Derivatives Subject to Regulatory Treatment	(59)	[2]	(3)	[2]	(33)	[2]	(9)	[2]
Commodity Contract
Amount of Gain (Loss) Recognized in AOCI on Derivatives (Effective Portion)	111	[1]	49	[1]	287	[1]	(93)	[1]
Amount of Gain (Loss) Reclassified from AOCI to Income	41		27		68		9
Increase (Decrease) in Derivatives Subject to Regulatory Treatment	9	[2]	(4)	[2]	8	[2]	(9)	[2]
Commodity Contract | Operating Revenue
Amount of Gain (Loss) Reclassified from AOCI to Income	63		32		127		60
Commodity Contract | Gas Purchases
Amount of Gain (Loss) Reclassified from AOCI to Income	(17)		(7)		(47)		(55)
Commodity Contract | Electric fuel and other energy-related purchases
Amount of Gain (Loss) Reclassified from AOCI to Income	(5)		1		(12)		2
Commodity Contract | Purchased Gas
Amount of Gain (Loss) Reclassified from AOCI to Income			1				2
Interest Rate Contract
Amount of Gain (Loss) Recognized in AOCI on Derivatives (Effective Portion)	(108)	[1],[3]	(31)	[1],[3]	(76)	[1],[3]	(32)	[1],[3]
Amount of Gain (Loss) Reclassified from AOCI to Income	1	[3]	0	[3]	2	[3]	0	[3]
Increase (Decrease) in Derivatives Subject to Regulatory Treatment	(68)	[2],[3]	1	[2],[3]	(41)	[2],[3]	0	[2],[3]
Virginia Electric and Power Company
Amount of Gain (Loss) Recognized in AOCI on Derivatives (Effective Portion)	(4)	[4]	0	[4]	(5)	[4]	0	[4]
Amount of Gain (Loss) Reclassified from AOCI to Income	(1)		1		(3)		2
Increase (Decrease) in Derivatives Subject to Regulatory Treatment	(59)	[5]	(3)	[5]	(33)	[5]	(9)	[5]
Virginia Electric and Power Company | Commodity Contract
Amount of Gain (Loss) Recognized in AOCI on Derivatives (Effective Portion)	1	[4]	0	[4]	(1)	[4]	0	[4]
Amount of Gain (Loss) Reclassified from AOCI to Income	(1)		0		(3)		1
Increase (Decrease) in Derivatives Subject to Regulatory Treatment	9	[5]	(4)	[5]	8	[5]	(9)	[5]
Virginia Electric and Power Company | Commodity Contract | Electric fuel and other energy-related purchases
Amount of Gain (Loss) Reclassified from AOCI to Income	(1)
Virginia Electric and Power Company | Commodity Contract | Purchased Gas
Amount of Gain (Loss) Reclassified from AOCI to Income			0		(3)		1
Virginia Electric and Power Company | Interest Rate Contract
Amount of Gain (Loss) Recognized in AOCI on Derivatives (Effective Portion)	(5)	[4],[6]	0	[4],[6]	(4)	[4],[6]	0	[4],[6]
Amount of Gain (Loss) Reclassified from AOCI to Income	0	[6]	1	[6]	0	[6]	1	[6]
Increase (Decrease) in Derivatives Subject to Regulatory Treatment	$ (68)	[5],[6]	$ 1	[5],[6]	$ (41)	[5],[6]	$ 0	[5],[6]

[1] Amounts deferred into AOCI have no associated effect in Dominion’s Consolidated Statements of Income.

[2] Represents net derivative activity deferred into and amortized out of regulatory assets/liabilities. Amounts deferred into regulatory assets/liabilities have no associated effect in Dominion’s Consolidated Statements of Income.

[3] Amounts recorded in Dominion’s Consolidated Statements of Income are classified in interest and related charges.

[4] Amounts deferred into AOCI have no associated effect in Virginia Power’s Consolidated Statements of Income.

[5] Represents net derivative activity deferred into and amortized out of regulatory assets/liabilities. Amounts deferred into regulatory assets/liabilities have no associated effect in Virginia Power’s Consolidated Statements of Income.

[6] Amounts are recorded in interest and related charges in Virginia Power’s Consolidated Statements of Income.

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Income Taxes (Narrative) (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012
Operating Loss Carryforwards [Line Items]
Option price to purchase generating facility at end of lease	$ 923
State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
Reduction of valuation allowance	$ 22

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Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2012

Earnings Per Share [Abstract]

Earnings Per Share Computation

The following table presents the calculation of Dominion’s basic and diluted EPS:

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
(millions, except EPS)
Net income attributable to Dominion	$	258	$	336	$	752	$	815
Average shares of common stock outstanding – Basic	572.0		573.4		571.3		576.6
Net effect of potentially dilutive securities(1)	1.1		1.8		1.2		1.3
Average shares of common stock outstanding – Diluted	573.1		575.2		572.5		577.9
Earnings Per Common Share – Basic	$	0.45	$	0.59	$	1.32	$	1.41
Earnings Per Common Share – Diluted	$	0.45	$	0.58	$	1.31	$	1.41

(1) Potentially dilutive securities consist of options, goal-based stock and contingently convertible senior notes.

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2012

Fair Value, Option, Quantitative Disclosures

The following table presents Dominion's quantitative information about Level 3 fair value measurements. Included are descriptions of the valuation techniques, the significant unobservable inputs, and the range of market price, price correlation and price volatility inputs used in the fair value measurements at June 30, 2012 for each category of transaction and commodity type. The range and weighted average are presented in dollars for market price inputs and percentages for price volatility, price correlations, load shaping, and usage factors.

	Fair Value (millions)		Valuation Techniques	Unobservable Input		Range	Weighted Average(1)
At June 30, 2012
Assets:
Physical and Financial Forwards and Futures:
Natural Gas(2)	$	33	Discounted Cash Flow	Market Price (per Dth)	(4)	(1) - 6	3
Electricity	72		Discounted Cash Flow	Market Price (per MWh)	(4)	32 - 60	43
FTRs	3		Discounted Cash Flow	Market Price (per MWh)	(4)	(5) - 5	0
Capacity	9		Discounted Cash Flow	Market Price (per MW)	(4)	95 - 115	100
Liquids(3)	56		Discounted Cash Flow	Market Price (per Gal)	(4)	0 - 2	1
Physical and Financial Options:
Natural Gas	5		Option Model	Market Price (per Dth)	(4)	2 - 5	4
				Price Volatility	(5)	22% - 62%	29	%
				Price Correlation	(6)	73%	73	%
Full Requirements Contracts:
Electricity	32		Discounted Cash Flow	Market Price (per MWh)	(4)	8 - 464	42
				Load Shaping	(7)	2% - 6%	4	%
				Usage Factor	(8)	4% - 14%	9	%
Total assets	$	210
Liabilities:
Physical and Financial Forwards and Futures:
Natural Gas(2)	$	20	Discounted Cash Flow	Market Price (per Dth)	(4)	(1) - 6	1
Electricity	16		Discounted Cash Flow	Market Price (per MWh)	(4)	23 - 73	42
FTRs	3		Discounted Cash Flow	Market Price (per MWh)	(4)	(2) - 5	1
Liquids(3)	1		Discounted Cash Flow	Market Price (per Gal)	(4)	2 - 3	2
Physical and Financial Options:
Natural Gas(2)	15		Option Model	Market Price (per Dth)	(4)	(1) - 5	3
				Price Volatility	(5)	22% - 62%	34	%
				Price Correlation	(6)	99%	99	%
Total liabilities	$	55

(1) Averages weighted by volume.

(2) Includes basis.

(3) Includes NGLs and oil.

(4) Represents market prices beyond defined terms for Levels 1 & 2.

(5) Represents volatilities unrepresented in published markets.

(6) Represents intra-price correlations for which markets do not exist.

(7) Converts block monthly loads to 24-hour load shapes.

(8) Represents expected increase (decrease) in sales volumes compared to historical usage.

Significant unobservable inputs

Sensitivity of the fair value measurements to changes in the significant unobservable inputs is as follows:

Significant Unobservable Inputs	Position	Change to Input	Impact on Fair Value Measurement
Market Price	Buy	Increase (decrease)	Gain (loss)
Market Price	Sell	Increase (decrease)	Loss (gain)
Price Volatility	Buy	Increase (decrease)	Gain (loss)
Price Volatility	Sell	Increase (decrease)	Loss (gain)
Price Correlation	Buy	Increase (decrease)	Loss (gain)
Price Correlation	Sell	Increase (decrease)	Gain (loss)
Load Factor	Sell(1)	Increase (decrease)	Loss (gain)
Usage Factor	Sell(2)	Increase (decrease)	Gain (loss)

(1) Assumes the contract is in a gain position and load increases during peak hours.

(2) Assumes the contract is in a gain position.

Fair Value, by Balance Sheet Grouping

The following table presents Dominion’s assets and liabilities that are measured at fair value on a recurring basis for each hierarchy level, including both current and noncurrent portions:

	Level 1		Level 2		Level 3		Total
(millions)
At June 30, 2012
Assets:
Derivatives:
Commodity	$	26	$	771	$	210	$	1,007
Interest rate	—		104		—		104
Investments(1):
Equity securities:
U.S.:
Large cap	1,865		—		—		1,865
Other	55		—		—		55
Non-U.S.:
Large cap	10		—		—		10
Fixed income:
Corporate debt instruments	—		299		—		299
U.S. Treasury securities and agency debentures	298		160		—		458
State and municipal	—		360		—		360
Other	—		19		—		19
Cash equivalents and other	—		78		—		78
Restricted cash equivalents	—		70		—		70
Total assets	$	2,254	$	1,861	$	210	$	4,325
Liabilities:
Derivatives:
Commodity	$	10	$	555	$	55	$	620
Interest rate	—		321		—		321
Total liabilities	$	10	$	876	$	55	$	941
At December 31, 2011
Assets:
Derivatives:
Commodity	$	44	$	828	$	93	$	965
Interest rate	—		105		—		105
Investments(1):
Equity securities:
U.S.:
Large cap	1,718		—		—		1,718
Other	51		—		—		51
Non-U.S.:
Large cap	10		—		—		10
Fixed income:
Corporate debt instruments	—		332		—		332
U.S. Treasury securities and agency debentures	277		181		—		458
State and municipal	—		329		—		329
Other	—		23		—		23
Cash equivalents and other	—		60		—		60
Restricted cash equivalents	—		141		—		141
Total assets	$	2,100	$	1,999	$	93	$	4,192
Liabilities:
Derivatives:
Commodity	$	10	$	714	$	164	$	888
Interest rate	—		269		—		269
Total liabilities	$	10	$	983	$	164	$	1,157

(1) Includes investments held in the nuclear decommissioning and rabbi trusts.

Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation

The following table presents the net change in Dominion's assets and liabilities measured at fair value on a recurring basis and included in the Level 3 fair value category:

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
(millions)
Beginning balance	$	(61	)	$	(163	)	$	(71	)	$	(50	)
Total realized and unrealized gains (losses):
Included in earnings	12			(22		)	(23		)	(8		)
Included in other comprehensive income (loss)	166			35			171			(59		)
Included in regulatory assets/liabilities	18			(11		)	29			(32		)
Settlements	21			39			51			23
Transfers out of Level 3	(1		)	—			(2		)	4
Ending balance	$	155		$	(122	)	$	155		$	(122	)
The amount of gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets/liabilities still held at the reporting date	$	33		$	27		$	33		$	31

Fair Value, Unobservable Inputs, Gain (Loss) Included In Earnings

The following table presents Dominion's classification of gains and losses included in earnings in the Level 3 fair value category:

	Operating revenue		Electric fuel and other energy-related purchases			Total
(millions)
Three Months Ended June 30, 2012
Total gains (losses) included in earnings	$	32	$	(20	)	$	12
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets/liabilities still held at the reporting date	33		—			33
Three Months Ended June 30, 2011
Total gains (losses) included in earnings	$	2	$	(24	)	$	(22	)
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets/liabilities still held at the reporting date	27		—			27
Six Months Ended June 30, 2012
Total gains (losses) included in earnings	$	23	$	(46	)	$	(23	)
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets/liabilities still held at the reporting date	33		—			33
Six Months Ended June 30, 2011
Total gains (losses) included in earnings	$	—	$	(8	)	$	(8	)
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets/liabilities still held at the reporting date	31		—			31

Cost and Fair Value of Financial Instruments Disclosure

For Dominion’s and Virginia Power’s financial instruments that are not recorded at fair value, the carrying amounts and estimated fair values are as follows:

	June 30, 2012				December 31, 2011
	Carrying Amount		Estimated Fair Value(1)		Carrying Amount		Estimated Fair Value(1)
(millions)
Dominion
Long-term debt, including securities due within one year(2)	$	16,638	$	19,672	$	16,264	$	18,936
Long-term debt, VIE(3)	875		880		890		892
Junior subordinated notes payable to affiliates	268		275		268		268
Enhanced junior subordinated notes	1,363		1,457		1,451		1,518
Subsidiary preferred stock(4)	257		268		257		256
Virginia Power
Long-term debt, including securities due within one year(2)	$	7,302	$	8,919	$	6,862	$	8,281
Preferred stock(4)	257		268		257		256

(1) Fair value is estimated using market prices, where available, and interest rates currently available for issuance of debt with similar terms and remaining maturities. All fair value measurements are classified as Level 2. The carrying amount of debt issues with short-term maturities and variable rates refinanced at current market rates is a reasonable estimate of their fair value.

(2) Includes amounts which represent the unamortized discount and premium. At June 30, 2012 and December 31, 2011, includes the valuation of certain fair value hedges associated with Dominion’s fixed rate debt of approximately $103 million and $105 million, respectively.

(3) Includes amounts which represent the unamortized premium.

(4) Includes deferred issuance expenses of $2 million at June 30, 2012 and December 31, 2011.

Virginia Electric and Power Company

Fair Value, by Balance Sheet Grouping

The following table presents Virginia Power’s assets and liabilities that are measured at fair value on a recurring basis for each hierarchy level, including both current and noncurrent portions:

	Level 1		Level 2		Level 3		Total
(millions)
At June 30, 2012
Assets:
Derivatives:
Commodity	$	—	$	1	$	4	$	5
Investments(1):
Equity securities:
U.S.:
Large cap	737		—		—		737
Other	24		—		—		24
Fixed income:
Corporate debt instruments	—		180		—		180
U.S. Treasury securities and agency debentures	116		71		—		187
State and municipal	—		148		—		148
Other	—		14		—		14
Cash equivalents and other	—		35		—		35
Restricted cash equivalents	—		11		—		11
Total assets	$	877	$	460	$	4	$	1,341
Liabilities:
Derivatives:
Commodity	$	—	$	8	$	3	$	11
Interest rate	—		105		—		105
Total liabilities	$	—	$	113	$	3	$	116
At December 31, 2011
Assets:
Derivatives:
Commodity	$	—	$	—	$	2	$	2
Investments(1):
Equity securities:
U.S.:
Large cap	679		—		—		679
Other	23		—		—		23
Fixed income:
Corporate debt instruments	—		214		—		214
U.S. Treasury securities and agency debentures	107		63		—		170
State and municipal	—		125		—		125
Other	—		16		—		16
Cash equivalents and other	—		40		—		40
Restricted cash equivalents	—		32		—		32
Total assets	$	809	$	490	$	2	$	1,301
Liabilities:
Derivatives:
Commodity	$	—	$	17	$	30	$	47
Interest rate	—		100		—		100
Total liabilities	$	—	$	117	$	30	$	147

(1) Includes investments held in the nuclear decommissioning and rabbi trusts.

Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation

The following table presents the net change in Virginia Power’s assets and liabilities measured at fair value on a recurring basis and included in the Level 3 fair value category:

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
(millions)
Beginning balance	$	(17	)	$	(7	)	$	(28	)	$	14
Total realized and unrealized gains (losses):
Included in earnings	(19		)	(24		)	(46		)	(8		)
Included in regulatory assets/liabilities	18			(11		)	29			(32		)
Settlements	19			24			46			8
Ending balance	$	1		$	(18	)	$	1		$	(18	)

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Nature of Operations

6 Months Ended

Jun. 30, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations

Nature of Operations

Dominion, headquartered in Richmond, Virginia, is one of the nation’s largest producers and transporters of energy. Dominion’s operations are conducted through various subsidiaries, including Virginia Power, a regulated public utility that generates, transmits and distributes electricity for sale in Virginia and northeastern North Carolina.

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Derivatives and Hedge Accounting Activities (Tables)

6 Months Ended

Jun. 30, 2012

Volumes of Derivative Activity

The following table presents the volume of Dominion’s derivative activity as of June 30, 2012. These volumes are based on open derivative positions and represent the combined absolute value of their long and short positions, except in the case of offsetting transactions, for which they represent the absolute value of the net volume of their long and short positions.

	Current		Noncurrent
Natural Gas (bcf):
Fixed price(1)	306		74
Basis(1)	817		495
Electricity (MWh):
Fixed price(1)	25,636,509		19,532,389
FTRs	97,639,210		353,110
Capacity (MW)	49,825		266,460
Liquids (Gal)(2)	141,162,000		204,960,000
Interest rate	$	2,200,000,000	$	2,840,000,000

(1) Includes options.

(2) Includes NGLs and oil.

Cash Flow Hedges Included Accumulated Other Comprehensive Income (Loss)

The following table presents selected information related to gains (losses) on cash flow hedges included in AOCI in Dominion’s Consolidated Balance Sheet at June 30, 2012:

	AOCI After-Tax			Amounts Expected to be Reclassified to Earnings during the next 12 Months After-Tax			Maximum Term
(millions)
Commodities:
Gas	$	(26	)	$	(18	)	30 months
Electricity	180			68			42 months
NGLs	34			12			30 months
Other	5			3			47 months
Interest rate	(164		)	(14		)	366 months
Total	$	29		$	51

Fair Value of Derivatives

The following table presents the fair values of Dominion’s derivatives and where they are presented in its Consolidated Balance Sheets:

	Fair Value – Derivatives under Hedge  Accounting		Fair Value – Derivatives not under Hedge  Accounting		Total Fair Value
(millions)
June 30, 2012
ASSETS
Current Assets
Commodity	$	238	$	384	$	622
Interest rate	39		—		39
Total current derivative assets	277		384		661
Noncurrent Assets
Commodity	277		108		385
Interest rate	65		—		65
Total noncurrent derivative assets(1)	342		108		450
Total derivative assets	$	619	$	492	$	1,111
LIABILITIES
Current Liabilities
Commodity	$	95	$	369	$	464
Interest rate	256		32		288
Total current derivative liabilities	351		401		752
Noncurrent Liabilities
Commodity	78		78		156
Interest rate	23		10		33
Total noncurrent derivative liabilities(2)	101		88		189
Total derivative liabilities	$	452	$	489	$	941
December 31, 2011
ASSETS
Current Assets
Commodity	$	176	$	495	$	671
Interest rate	34		—		34
Total current derivative assets	210		495		705
Noncurrent Assets
Commodity	198		96		294
Interest rate	71		—		71
Total noncurrent derivative assets(1)	269		96		365
Total derivative assets	$	479	$	591	$	1,070
LIABILITIES
Current Liabilities
Commodity	$	162	$	530	$	692
Interest rate	222		37		259
Total current derivative liabilities	384		567		951
Noncurrent Liabilities
Commodity	118		78		196
Interest rate	—		10		10
Total noncurrent derivative liabilities(2)	118		88		206
Total derivative liabilities	$	502	$	655	$	1,157

(1) Noncurrent derivative assets are presented in other deferred charges and other assets in Dominion’s Consolidated Balance Sheets.

(2) Noncurrent derivative liabilities are presented in other deferred credits and other liabilities in Dominion’s Consolidated Balance Sheets.

Gains and Losses on Derivatives in Cash Flow Hedging Relationships

The following tables present the gains and losses on Dominion's derivatives, as well as where the associated activity is presented in its Consolidated Balance Sheets and Statements of Income:

Derivatives in cash flow hedging relationships	Amount of Gain (Loss)  Recognized in AOCI  on Derivatives (Effective Portion)(1)			Amount of Gain (Loss) Reclassified from AOCI to Income			Increase (Decrease) in Derivatives Subject to Regulatory Treatment(2)
(millions)
Three Months Ended June 30, 2012
Derivative Type and Location of Gains (Losses)
Commodity:
Operating revenue				$	63
Purchased gas				(17		)
Electric fuel and other energy-related purchases				(5		)
Total commodity	$	111		41			$	9
Interest rate(3)	(108		)	1			(68		)
Total	$	3		$	42		$	(59	)
Three Months Ended June 30, 2011
Derivative Type and Location of Gains (Losses)
Commodity:
Operating revenue				$	32
Purchased gas				(7		)
Electric fuel and other energy-related purchases				1
Purchased electric capacity				1
Total commodity	$	49		27			$	(4	)
Interest rate(3)	(31		)	—			1
Total	$	18		$	27		$	(3	)
Six Months Ended June 30, 2012
Derivative Type and Location of Gains (Losses)
Commodity:
Operating revenue				$	127
Purchased gas				(47		)
Electric fuel and other energy-related purchases				(12		)
Total commodity	$	287		68			$	8
Interest rate(3)	(76		)	2			(41		)
Total	$	211		$	70		$	(33	)
Six Months Ended June 30, 2011
Derivative Type and Location of Gains (Losses)
Commodity:
Operating revenue				$	60
Purchased gas				(55		)
Electric fuel and other energy-related purchases				2
Purchased electric capacity				2
Total commodity	$	(93	)	9			$	(9	)
Interest rate(3)	(32		)	—			—
Total	$	(125	)	$	9		$	(9	)

(1) Amounts deferred into AOCI have no associated effect in Dominion’s Consolidated Statements of Income.

(2) Represents net derivative activity deferred into and amortized out of regulatory assets/liabilities. Amounts deferred into regulatory assets/liabilities have no associated effect in Dominion’s Consolidated Statements of Income.

(3) Amounts recorded in Dominion’s Consolidated Statements of Income are classified in interest and related charges.

Schedule of Derivatives not Designated as Hedging Instruments

	Amount of Gain (Loss) Recognized in Income on Derivatives(1)
	Three Months Ended June 30,						Six Months Ended June 30,
Derivatives not designated as hedging instruments	2012			2011			2012			2011
(millions)
Derivative Type and Location of Gains (Losses)
Commodity
Operating revenue	$	34		$	23		$	103		$	42
Purchased gas	5			(7		)	(5		)	(18		)
Electric fuel and other energy-related purchases	(9		)	(24		)	(36		)	(8		)
Interest rate(2)	9			—			7			—
Total	$	39		$	(8	)	$	69		$	16

(1) Includes derivative activity amortized out of regulatory assets/liabilities. Amounts deferred into regulatory assets/liabilities have no associated effect in Dominion’s Consolidated Statements of Income.

(2) Amounts recorded in Dominion’s Consolidated Statements of Income are classified in interest and related charges.

Virginia Electric and Power Company

Volumes of Derivative Activity

The following table presents the volume of Virginia Power’s derivative activity as of June 30, 2012. These volumes are based on open derivative positions and represent the combined absolute value of their long and short positions, except in the case of offsetting transactions, for which they represent the absolute value of the net volume of their long and short positions.

	Current		Noncurrent
Natural Gas (bcf):
Fixed price	23		—
Basis	12		—
Electricity (MWh):
Fixed price	580,000		—
FTRs	95,756,457		—
Capacity (MW)	15,000		185,800
Interest rate	$	500,000,000	$	840,000,000

Fair Value of Derivatives

The following table presents the fair values of Virginia Power’s derivatives and where they are presented in its Consolidated Balance Sheets:

	Fair Value – Derivatives  under Hedge  Accounting		Fair Value – Derivatives not under Hedge  Accounting		Total Fair Value
(millions)
June 30, 2012
ASSETS
Current Assets
Commodity	$	1	$	4	$	5
Total current derivative assets(1)	1		4		5
Total derivative assets	$	1	$	4	$	5
LIABILITIES
Current Liabilities
Commodity	$	5	$	4	$	9
Interest rate	41		32		73
Total current derivative liabilities(2)	46		36		82
Noncurrent Liabilities
Commodity	2		—		2
Interest rate	22		10		32
Total noncurrent derivative liabilities(3)	24		10		34
Total derivative liabilities	$	70	$	46	$	116
December 31, 2011
ASSETS
Current Assets
Commodity	$	—	$	2	$	2
Total current derivative assets(1)	—		2		2
Total derivative assets	$	—	$	2	$	2
LIABILITIES
Current Liabilities
Commodity	$	14	$	31	$	45
Interest rate	53		37		90
Total current derivative liabilities(2)	67		68		135
Noncurrent Liabilities
Commodity	2		—		2
Interest rate	—		10		10
Total noncurrent derivative liabilities(3)	2		10		12
Total derivative liabilities	$	69	$	78	$	147

(1) Current derivative assets are presented in other current assets in Virginia Power’s Consolidated Balance Sheets.

(2) Current derivative liabilities are presented in other current liabilities in Virginia Power’s Consolidated Balance Sheets.

(3) Noncurrent derivative liabilities are presented in other deferred credits and other liabilities in Virginia Power’s Consolidated Balance Sheets.

Gains and Losses on Derivatives in Cash Flow Hedging Relationships

The following tables present the gains and losses on Virginia Power's derivatives, as well as where the associated activity is presented in its Consolidated Balance Sheets and Statements of Income:

Derivatives in cash flow hedging relationships	Amount of Gain (Loss)  Recognized in AOCI  on Derivatives (Effective Portion)(1)			Amount of Gain (Loss)  Reclassified from AOCI to Income			Increase (Decrease) in Derivatives Subject to Regulatory Treatment(2)
(millions)
Three Months Ended June 30, 2012
Derivative Type and Location of Gains (Losses)
Commodity:
Electric fuel and other energy-related purchases				$	(1	)
Total commodity	$	1		(1		)	$	9
Interest rate(3)	(5		)	—			(68		)
Total	$	(4	)	$	(1	)	$	(59	)
Three Months Ended June 30, 2011
Derivative Type and Location of Gains (Losses)
Commodity:
Purchased electric capacity				$	—
Total commodity	$	—		—			$	(4	)
Interest rate(3)	—			1			1
Total	$	—		$	1		$	(3	)
Six Months Ended June 30, 2012
Derivative Type and Location of Gains (Losses)
Commodity:
Electric fuel and other energy-related purchases				$	(3	)
Total commodity	$	(1	)	(3		)	$	8
Interest rate(3)	(4		)	—			(41		)
Total	$	(5	)	$	(3	)	$	(33	)
Six Months Ended June 30, 2011
Derivative Type and Location of Gains (Losses)
Commodity:
Purchased electric capacity				$	1
Total commodity	$	—		1			$	(9	)
Interest rate(3)	—			1			—
Total	$	—		$	2		$	(9	)

(1) Amounts deferred into AOCI have no associated effect in Virginia Power’s Consolidated Statements of Income.

(2) Represents net derivative activity deferred into and amortized out of regulatory assets/liabilities. Amounts deferred into regulatory assets/liabilities have no associated effect in Virginia Power’s Consolidated Statements of Income.

(3) Amounts are recorded in interest and related charges in Virginia Power’s Consolidated Statements of Income.

Schedule of Derivatives not Designated as Hedging Instruments

	Amount of Gain (Loss) Recognized in Income on Derivatives(1)
	Three Months  Ended June 30,						Six Months  Ended June 30,
Derivatives not designated as hedging instruments	2012			2011			2012			2011
(millions)
Derivative Type and Location of Gains (Losses)
Commodity(2)	$	(19	)	$	(24	)	$	(46	)	$	(8	)
Interest rate(3)	1			—			(1		)	—
Total	$	(18	)	$	(24	)	$	(47	)	$	(8	)

(1) Includes derivative activity amortized out of regulatory assets/liabilities. Amounts deferred into regulatory assets/liabilities have no associated effect in Virginia Power’s Consolidated Statements of Income.

(2) Amounts are recorded in electric fuel and other energy-related purchases in Virginia Power’s Consolidated Statements of Income.

(3) Amounts are recorded in interest and related charges in Virginia Power’s Consolidated Statements of Income.

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Dispositions (Narrative) (Details) (Salem Harbor, USD $) In Millions, unless otherwise specified	3 Months Ended
	Jun. 30, 2012
Salem Harbor
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
(Loss) from discontinued operations, before tax	$ (27)
(Loss) on discontinued operations, net of tax	$ (16)

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Derivatives and Hedge Accounting Activities (Volume of Derivative Activity) (Details) (USD $)	Jun. 30, 2012
Current Derivative Contract
Interest rate	$ 2,200,000,000
Current Derivative Contract | Natural Gas | Fixed Price
Volume of natural gas (cf)/ liquids (gallons)	306,000,000,000	[1]
Current Derivative Contract | Natural Gas | Basis
Volume of natural gas (cf)/ liquids (gallons)	817,000,000,000	[1]
Current Derivative Contract | Electricity | Fixed Price
Volume of electricity (MWh)	25,636,509	[1]
Current Derivative Contract | Electricity | Financial Transmission Rights
Volume of electricity (MWh)	97,639,210
Current Derivative Contract | Capacity
Capacity (MW)	49,825
Current Derivative Contract | Liquids
Volume of natural gas (cf)/ liquids (gallons)	141,162,000	[2]
Noncurrent Derivative Contract
Interest rate	2,840,000,000
Noncurrent Derivative Contract | Natural Gas | Fixed Price
Volume of natural gas (cf)/ liquids (gallons)	74,000,000,000	[1]
Noncurrent Derivative Contract | Natural Gas | Basis
Volume of natural gas (cf)/ liquids (gallons)	495,000,000,000	[1]
Noncurrent Derivative Contract | Electricity | Fixed Price
Volume of electricity (MWh)	19,532,389	[1]
Noncurrent Derivative Contract | Electricity | Financial Transmission Rights
Volume of electricity (MWh)	353,110
Noncurrent Derivative Contract | Capacity
Capacity (MW)	266,460
Noncurrent Derivative Contract | Liquids
Volume of natural gas (cf)/ liquids (gallons)	204,960,000	[2]
Virginia Electric and Power Company | Current Derivative Contract
Interest rate	500,000,000
Virginia Electric and Power Company | Current Derivative Contract | Natural Gas | Fixed Price
Volume of natural gas (cf)/ liquids (gallons)	23,000,000,000
Virginia Electric and Power Company | Current Derivative Contract | Natural Gas | Basis
Volume of natural gas (cf)/ liquids (gallons)	12,000,000,000
Virginia Electric and Power Company | Current Derivative Contract | Electricity | Fixed Price
Volume of electricity (MWh)	580,000
Virginia Electric and Power Company | Current Derivative Contract | Electricity | Financial Transmission Rights
Volume of electricity (MWh)	95,756,457
Virginia Electric and Power Company | Current Derivative Contract | Capacity
Capacity (MW)	15,000
Virginia Electric and Power Company | Noncurrent Derivative Contract
Interest rate	$ 840,000,000
Virginia Electric and Power Company | Noncurrent Derivative Contract | Natural Gas | Fixed Price
Volume of natural gas (cf)/ liquids (gallons)	0
Virginia Electric and Power Company | Noncurrent Derivative Contract | Natural Gas | Basis
Volume of natural gas (cf)/ liquids (gallons)	0
Virginia Electric and Power Company | Noncurrent Derivative Contract | Electricity | Fixed Price
Volume of electricity (MWh)	0
Virginia Electric and Power Company | Noncurrent Derivative Contract | Electricity | Financial Transmission Rights
Volume of electricity (MWh)	0
Virginia Electric and Power Company | Noncurrent Derivative Contract | Capacity
Capacity (MW)	185,800

[1] Includes options.

[2] Includes NGLs and oil.

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Employee Benefit Plans (Narrative) (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012
Compensation and Retirement Disclosure [Abstract]
Expected contribution to voluntary employees' beneficiary association	$ 16

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Consolidated Statements of Income (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2012		Jun. 30, 2011		Jun. 30, 2012		Jun. 30, 2011
Operating Revenue	$ 3,053		$ 3,288	[1]	$ 6,515	[1]	$ 7,271	[1]
Operating Expenses
Electric fuel and other energy-related purchases	906		957	[1]	1,841	[1]	1,978	[1]
Purchased electric capacity	98		116	[1]	211	[1]	235	[1]
Purchased gas	215		365	[1]	627	[1]	1,007	[1]
Other operations and maintenance	782		739	[1]	1,415	[1]	1,528	[1]
Depreciation, depletion and amortization	289		255	[1]	576	[1]	515	[1]
Other taxes	146		123	[1]	315	[1]	282	[1]
Total operating expenses	2,436		2,555	[1]	4,985	[1]	5,545	[1]
Income from operations	617		733	[1]	1,530	[1]	1,726	[1]
Other income	44		39	[1]	118	[1]	96	[1]
Interest and related charges	224		216	[1]	452	[1]	442	[1]
Income from operations including noncontrolling interests before income tax expense	437		556	[1]	1,196	[1]	1,380	[1]
Income tax expense	154		211	[1]	413	[1]	527	[1]
Income from continuing operations including noncontrolling interests	283		345	[1]	783	[1]	853	[1]
Loss from discontinued operations	(18)	[2]	(5)	[1],[2]	(17)	[1],[2]	(30)	[1],[2]
Net Income Including Noncontrolling Interest	265		340	[1]	766	[1]	823	[1]
Noncontrolling Interests	7		4	[1]	14	[1]	8	[1]
Net Income attributable to Dominion	258		336	[1]	752	[1]	815	[1]
Amounts Attributable to Dominion:
Income from continuing operations, net of tax	276		341	[1]	769	[1]	845	[1]
Loss from discontinued operations, net of tax	(18)		(5)	[1]	(17)	[1]	(30)	[1]
Earnings Per Common Share-Basic
Income from continuing operations (dollars per share)	$ 0.48		$ 0.60	[1]	$ 1.35	[1]	$ 1.46	[1]
Loss from discontinued operations (dollars per share)	$ (0.03)		$ (0.01)	[1]	$ (0.03)	[1]	$ (0.05)	[1]
Earnings Per Common Share - Basic (dollars per share)	$ 0.45		$ 0.59	[1]	$ 1.32	[1]	$ 1.41	[1]
Earnings Per Common Share-Diluted
Income from continuing operations (dollars per share)	$ 0.48		$ 0.59	[1]	$ 1.34	[1]	$ 1.46	[1]
Loss from discontinued operations (dollars per share)	$ (0.03)		$ (0.01)	[1]	$ (0.03)	[1]	$ (0.05)	[1]
Net income attributable to Dominion (dollars per share)	$ 0.45		$ 0.58	[1]	$ 1.31	[1]	$ 1.41	[1]
Dividends declared per common share (dollars per share)	$ 0.5275		$ 0.4925	[1]	$ 1.055	[1]	$ 0.9850	[1]
Income tax benefit from discontinued operations	14		3	[1]	13	[1]	9	[1]
Virginia Electric and Power Company
Operating Revenue	1,756		1,757		3,510		3,514
Operating Expenses
Electric fuel and other energy-related purchases	602		583		1,216		1,176
Purchased electric capacity	97		116		210		234
Affiliated suppliers	82		77		165		150
Other	360		279		583		508
Depreciation, depletion and amortization	188		175		376		349
Other taxes	66		56		131		115
Total operating expenses	1,395		1,286		2,681		2,532
Income from operations	361		471		829		982
Other income	17		10		40		39
Interest and related charges	100		84		200		176
Income from operations including noncontrolling interests before income tax expense	278		397		669		845
Income tax expense	106		156		254		326
Net Income attributable to Dominion	172		241		415		519
Amounts Attributable to Dominion:
Preferred dividends	4		4		8		8
Balance available for common stock	$ 168		$ 237		$ 407		$ 511

[1] Consolidated Statements of Income for the six months ended June 30, 2012 and the three and six months ended June 30, 2011 have been recast to reflect Salem Harbor and State Line as discontinued operations, as discussed in Note 3.

[2] Includes income tax benefit of $14 million and $3 million for the three months ended June 30, 2012 and 2011, respectively, and $13 million and $9 million for the six months ended June 30, 2012 and 2011, respectively.

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Income Taxes (Reconciliation of Income Taxes at the U.S. Statutory Federal Rate as Compared to the Income Tax Expense Recorded in Our Consolidated Statements of Income) (Details)	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
U.S. statutory rate (percentage)	35.00%	35.00%
Increases (reductions) resulting from:
State taxes, net of federal benefit (percentage)	3.70%	3.70%
Valuation allowances (percentage)	(1.80%)	0.10%
AFUDC - equity (percentage)	(0.70%)	(0.50%)
Other, net (percentage)	(1.70%)	(0.10%)
Effective tax rate (percentage)	34.50%	38.20%
Virginia Electric and Power Company
U.S. statutory rate (percentage)	35.00%	35.00%
Increases (reductions) resulting from:
State taxes, net of federal benefit (percentage)	3.90%	3.90%
Valuation allowances (percentage)	0.00%	0.00%
AFUDC - equity (percentage)	(1.10%)	(0.60%)
Other, net (percentage)	0.10%	0.30%
Effective tax rate (percentage)	37.90%	38.60%

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Consolidated Balance Sheets (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Customer receivables, allowance for doubtful accounts	$ 28	$ 29
Other receivables, allowance for doubtful accounts	5	8
Common stock, shares authorized (shares)	1,000,000,000	1,000,000,000
Common stock, shares outstanding (shares)	573,000,000	570,000,000
Virginia Electric and Power Company
Customer receivables, allowance for doubtful accounts	10	11
Other receivables, allowance for doubtful accounts	$ 4	$ 7
Common stock, shares authorized (shares)	500,000	500,000
Common stock, shares outstanding (shares)	274,723	274,723

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Investments (Marketable Equity and Debt Securities and Cash Equivalents (Classified as Available-for-sale) and Cost Method Investments in Decommissioning Trust Funds) (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012		Dec. 31, 2011
Amortized Cost, Total	$ 2,456		$ 2,390
Total Unrealized Gains	733	[1]	611	[1]
Total Unrealized Losses	(3)	[1],[2]	(2)	[1],[2]
Fair Value	3,186		2,999	[3]
Net assets related to pending sales and purchases of securities	4		11
Fair Value of securities in an unrealized loss position	196		164
Cost-method Investments
Amortized Cost, Other Investments	128		118
Total Unrealized Gains	0	[1]	0	[1]
Total Unrealized Losses	0	[1]	0	[1]
Fair Value	128		118
Cash Equivalents and Other Investment
Amortized Cost, Other Investments	77	[4]	46	[4]
Total Unrealized Gains	0	[1],[4]	0	[4]
Total Unrealized Losses	0	[1],[4]	0	[4]
Fair Value	77	[4]	46	[4]
Equity Securities | Large Cap | United States
Amortized Cost, Marketable Securities	1,185		1,152
Total Unrealized Gains	653	[1]	537	[1]
Total Unrealized Losses	0	[1]	0	[1]
Fair Value	1,838		1,689
Equity Securities | Other Market | United States
Amortized Cost, Marketable Securities	38		36
Total Unrealized Gains	11	[1]	10	[1]
Total Unrealized Losses	0	[1]	0	[1]
Fair Value	49		46
Corporate bonds
Amortized Cost, Marketable Securities	277		314
Total Unrealized Gains	23	[1]	19	[1]
Total Unrealized Losses	(1)	[1]	(1)	[1]
Fair Value	299		332
U.S. Treasury Securities and Agency Debentures
Amortized Cost, Marketable Securities	439		437
Total Unrealized Gains	21	[1]	20	[1]
Total Unrealized Losses	(2)	[1]	(1)	[1]
Fair Value	458		456
State and Municipal
Amortized Cost, Marketable Securities	294		264
Total Unrealized Gains	24	[1]	24	[1]
Total Unrealized Losses	0	[1]	0	[1]
Fair Value	318		288
Other Debt Securities
Amortized Cost, Marketable Securities	18		23
Total Unrealized Gains	1	[1]	1	[1]
Total Unrealized Losses	0	[1]	0	[1]
Fair Value	19		24
Virginia Electric and Power Company
Amortized Cost, Total	1,152		1,123
Total Unrealized Gains	301	[1]	249	[1]
Total Unrealized Losses	(2)	[1],[5]	(2)	[1],[5]
Fair Value	1,451		1,370	[6]
Net assets related to pending sales and purchases of securities	1		13
Fair Value of securities in an unrealized loss position	104		99
Virginia Electric and Power Company | Cost-method Investments
Amortized Cost, Other Investments	128		118
Total Unrealized Gains	0	[1]	0	[1]
Total Unrealized Losses	0	[1]	0	[1]
Fair Value	128		118
Virginia Electric and Power Company | Cash Equivalents and Other Investment
Amortized Cost, Other Investments	34	[7]	27	[7]
Total Unrealized Gains	0	[1],[7]	0	[1],[7]
Total Unrealized Losses	0	[1],[7]	0	[1],[7]
Fair Value	34	[7]	27	[7]
Virginia Electric and Power Company | Equity Securities | Large Cap | United States
Amortized Cost, Marketable Securities	470		460
Total Unrealized Gains	266	[1]	218	[1]
Total Unrealized Losses	0	[1]	0	[1]
Fair Value	736		678
Virginia Electric and Power Company | Equity Securities | Other Market | United States
Amortized Cost, Marketable Securities	19		18
Total Unrealized Gains	5	[1]	5	[1]
Total Unrealized Losses	0	[1]	0	[1]
Fair Value	24		23
Virginia Electric and Power Company | Corporate bonds
Amortized Cost, Marketable Securities	167		204
Total Unrealized Gains	14	[1]	11	[1]
Total Unrealized Losses	(1)	[1]	(1)	[1]
Fair Value	180		214
Virginia Electric and Power Company | U.S. Treasury Securities and Agency Debentures
Amortized Cost, Marketable Securities	183		166
Total Unrealized Gains	5	[1]	4	[1]
Total Unrealized Losses	(1)	[1]	0	[1]
Fair Value	187		170
Virginia Electric and Power Company | State and Municipal
Amortized Cost, Marketable Securities	138		114
Total Unrealized Gains	10	[1]	10	[1]
Total Unrealized Losses	0	[1]	0	[1]
Fair Value	148		124
Virginia Electric and Power Company | Other Debt Securities
Amortized Cost, Marketable Securities	13		16
Total Unrealized Gains	1	[1]	1	[1]
Total Unrealized Losses	0	[1]	(1)	[1]
Fair Value	$ 14		$ 16

[1] Included in AOCI and the decommissioning trust regulatory liability.

[2] The fair value of securities in an unrealized loss position was $196 million and $164 million at June 30, 2012 and December 31, 2011, respectively.

[3] Dominion’s Consolidated Balance Sheet at December 31, 2011 has been derived from the audited Consolidated Financial Statements at that date.

[4] Includes pending sales of securities of $4 million and pending purchases of securities of $11 million at June 30, 2012 and December 31, 2011, respectively.

[5] The fair value of securities in an unrealized loss position was $104 million and $99 million at June 30, 2012 and December 31, 2011, respectively.

[6] Virginia Power’s Consolidated Balance Sheet at December 31, 2011 has been derived from the audited Consolidated Financial Statements at that date.

[7] Includes pending purchases of securities of $1 million and $13 million at June 30, 2012 and December 31, 2011, respectively.

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Significant Financing Transactions (Tables)

6 Months Ended

Jun. 30, 2012

Schedule of Line of Credit Facilities

At June 30, 2012, Dominion’s commercial paper and letters of credit outstanding, as well as capacity available under credit facilities, were as follows:

	Facility Limit		Outstanding Commercial Paper		Outstanding Letters of Credit		Facility Capacity Available
(millions)
Joint revolving credit facility(1)	$	3,000	$	1,530	$	—	$	1,470
Joint revolving credit facility(2)	500		—		36		464
Total	$	3,500	$	1,530	$	36	$	1,934

(1) This credit facility has a maturity date of September 2016, and can be used to support bank borrowings and the issuance of commercial paper, as well as to support up to $1.5 billion of letters of credit.

(2) This credit facility has a maturity date of September 2016, and can be used to support bank borrowings, commercial paper and letter of credit issuances.

Virginia Electric and Power Company

Schedule of Line of Credit Facilities

At June 30, 2012, Virginia Power’s share of commercial paper and letters of credit outstanding, as well as its capacity available under its joint credit facilities with Dominion were as follows:

	Facility Sub-limit		Outstanding Commercial Paper		Outstanding Letters of Credit		Facility Capacity Available
(millions)
Joint revolving credit facility(1)	$	1,000	$	465	$	—	$	535
Joint revolving credit facility(2)	250		—		15		235
Total	$	1,250	$	465	$	15	$	770

(1) This credit facility has a maturity date of September 2016, and can be used to support bank borrowings and the issuance of commercial paper, as well as to support up to $1.5 billion (or the sub-limit, whichever is less) of letters of credit. Virginia Power's current sub-limit under this credit facility can be increased or decreased multiple times per year.

(2) This credit facility has a maturity date of September 2016, and can be used to support bank borrowings, commercial paper and letter of credit issuances. Virginia Power's current sub-limit under this credit facility can be increased or decreased multiple times per year.

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Variable Interest Entities (Narrative) (Details) (Virginia Electric and Power Company, USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012 generators MW	Jun. 30, 2011
Long term capacity contract non utility generators (generators)			4
Aggregate generation capacity from long-term power and capacity contracts (MW)			870
Remaining purchase commitments			$ 1,200,000,000
Payment for electric capacity	53,000,000	52,000,000	108,000,000	105,000,000
Payment for electric energy	16,000,000	26,000,000	35,000,000	65,000,000
Shared services purchased	$ 77,000,000	$ 99,000,000	$ 153,000,000	$ 192,000,000
Minimum
Contracts expiry date start range			2015
Maximum
Contracts expiry date start range			2021

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Credit Risk

6 Months Ended

Jun. 30, 2012

Risks and Uncertainties [Abstract]

Credit Risk

Credit Risk

Dominion’s and Virginia Power’s accounting policies for credit risk are discussed in Note 24 to the Consolidated Financial Statements in their Annual Report on Form 10-K for the year ended December 31, 2011.

At June 30, 2012, Dominion's gross credit exposure totaled $464 million. After the application of collateral, credit exposure was reduced to $424 million. Of this amount, investment grade counterparties, including those internally rated, represented 62%. Two counterparty exposures each represent 10% of Dominion's total exposure and are rated investment grade. One is a large financial institution and one is a utility holding company. At June 30, 2012, Virginia Power's exposure to potential concentrations of credit risk was not considered material.

Credit-Related Contingent Provisions

The majority of Dominion's derivative instruments contain credit-related contingent provisions. These provisions require Dominion to provide collateral upon the occurrence of specific events, primarily a credit rating downgrade. If the credit-related contingent features underlying these instruments that are in a liability position and not fully collateralized with cash were fully triggered as of June 30, 2012 and December 31, 2011, Dominion would have been required to post an additional $32 million and $88 million, respectively, of collateral to its counterparties. The collateral that would be required to be posted includes the impacts of any offsetting asset positions and any amounts already posted for derivatives, non-derivative contracts and derivatives elected under the normal purchases and normal sales exception, per contractual terms. Dominion had posted $5 million in collateral, including $3 million of letters of credit, at June 30, 2012 and $110 million in collateral, including $4 million of letters of credit, at December 31, 2011, related to derivatives with credit-related contingent provisions that are in a liability position and not fully collateralized with cash. The collateral posted includes any amounts paid related to non-derivative contracts and derivatives elected under the normal purchases and normal sales exception, per contractual terms. The aggregate fair value of all derivative instruments with credit-related contingent provisions that are in a liability position and not fully collateralized with cash as of June 30, 2012 and December 31, 2011 was $146 million and $259 million, respectively, which does not include the impact of any offsetting asset positions. Credit-related contingent provisions for Virginia Power were not material as of June 30, 2012 and December 31, 2011. See Note 8 for further information about derivative instruments.

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Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2012

Commitments and Contingencies Disclosure [Abstract]

Schedule Of Subsidiary Guarantees

At June 30, 2012, Dominion had issued the following subsidiary guarantees:

	Stated Limit		Value(1)
(millions)
Subsidiary debt(2)	$	363	$	363
Commodity transactions(3)	3,107		263
Nuclear obligations(4)	231		54
Other(5)	487		38
Total	$	4,188	$	718

(1) Represents the estimated portion of the guarantee's stated limit that is utilized as of June 30, 2012 based upon prevailing economic conditions and fact patterns specific to each guarantee arrangement. For those guarantees related to obligations that are recorded as liabilities by Dominion's subsidiaries, the value includes the recorded amount.

(2) Guarantees of debt of certain DEI subsidiaries. In the event of default by the subsidiaries, Dominion would be obligated to repay such amounts.

(3) Guarantees related to energy trading and marketing activities and other commodity commitments of certain subsidiaries, including subsidiaries of Virginia Power and DEI. These guarantees were provided to counterparties in order to facilitate physical and financial transactions in gas, oil, electricity, pipeline capacity, transportation and related commodities and services. If any of these subsidiaries fail to perform or pay under the contracts and the counterparties seek performance or payment, Dominion would be obligated to satisfy such obligation. Dominion and its subsidiaries receive similar guarantees as collateral for credit extended to others. The value provided includes certain guarantees that do not have stated limits.

(4) Guarantees related to certain DEI subsidiaries' potential retrospective premiums that could be assessed if there is a nuclear incident under Dominion's nuclear insurance programs and guarantees for a DEI subsidiary's and Virginia Power's commitment to buy nuclear fuel. Excludes Dominion's agreement to provide up to $150 million and $60 million to two DEI subsidiaries to pay the operating expenses of Millstone and Kewaunee, respectively, in the event of a prolonged outage, as part of satisfying certain NRC requirements concerned with ensuring adequate funding for the operations of nuclear power stations.

(5) Guarantees related to other miscellaneous contractual obligations such as leases, environmental obligations and construction projects. Also includes guarantees related to certain DEI subsidiaries' obligations for equity capital contributions and energy generation associated with Fowler Ridge and NedPower.

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Employee Benefit Plans

6 Months Ended

Jun. 30, 2012

Compensation and Retirement Disclosure [Abstract]

Employee Benefit Plans

Employee Benefit Plans

The components of Dominion's provision for net periodic benefit cost were as follows:

	Pension Benefits						Other Postretirement Benefits
	2012			2011			2012			2011
(millions)
Three Months Ended June 30,
Service cost	$	29		$	27		$	11		$	12
Interest cost	67			65			20			24
Expected return on plan assets	(107		)	(111		)	(20		)	(19		)
Amortization of prior service cost (credit)	1			1			(3		)	(4		)
Amortization of net loss	33			24			1			3
Settlements and curtailments	—			—			—			(1		)
Net periodic benefit cost	$	23		$	6		$	9		$	15
Six Months Ended June 30,
Service cost	$	58		$	54		$	22		$	24
Interest cost	134			129			40			47
Expected return on plan assets	(215		)	(221		)	(41		)	(39		)
Amortization of prior service cost (credit)	2			2			(6		)	(7		)
Amortization of net loss	66			48			3			6
Settlements and curtailments	—			—			—			(1		)
Net periodic benefit cost	$	45		$	12		$	18		$	30

Employer Contributions

During the six months ended June 30, 2012, Dominion made no contributions to its defined benefit pension plans or OPEB plans. Dominion expects to contribute approximately $16 million to its OPEB plans through Voluntary Employees' Beneficiary Associations during the remainder of 2012.

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Commitments and Contingencies (Narrative) (Details) (USD $)	6 Months Ended
	Jun. 30, 2012	Oct. 31, 2011
CAA authorized daily civil penalties for non compliance	$ 37,500
Estimated costs to install cooling towers	570,000,000
Remaining expenditures to install cooling towers	25,000,000
Percent further emmision reduction goals in participating state power plant CO2 emissions (percentage)	10.00%
Acquisition Cost Of Rggi Allowances	38,000,000
Exposure under guarantees	4,188,000,000
Purchased surety bonds	165,000,000
Authorized issuance of standby letters of credit	36,000,000
Receivables for spent nuclear fuel related costs	122,000,000
Virginia Electric and Power Company
Purchased surety bonds	72,000,000
Authorized issuance of standby letters of credit	15,000,000
Receivables for spent nuclear fuel related costs	88,000,000
Third Party and Equity Method Investee
Issued guarantees	86,000,000
Exposure under guarantees	45,000,000
Minimum
CAA authorized daily civil penalties for non compliance	25,000
Maximum
CAA authorized daily civil penalties for non compliance	37,500
MF Global Bankruptcy
Initial margin posted		73,000,000
Margin received	$ 8,000,000

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Consolidated Statements of Cash Flows (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012		Jun. 30, 2011
Operating Activities
Net income including noncontrolling interests	$ 766	[1]	$ 823	[1]
Net income attributable to Dominion	752	[1]	815	[1]
Adjustments to reconcile net income including noncontrolling interests to net cash provided by operating activities:
Depreciation, depletion and amortization (including nuclear fuel)	704		627
Deferred income taxes and investment tax credits	444		454
Rate refunds	(103)		(45)
Other adjustments	(68)		(80)
Changes in:
Accounts receivable	363		276
Inventories	75		(31)
Deferred fuel and purchased gas costs, net	312		(90)
Accounts payable	(265)		(394)
Accrued interest, payroll and taxes	(76)		(267)
Margin deposit assets and liabilities	177		(142)
Other operating assets and liabilities	69		156
Net cash provided by operating activities	2,398		1,287
Investing Activities
Plant construction and other property additions	(1,960)		(1,635)
Proceeds from sale of securities	764		938
Purchases of securities	(763)		(983)
Restricted cash equivalents	71		99
Other	24		46
Net cash used in investing activities	(1,864)		(1,535)
Financing Activities
Repayment of short-term debt, net	(284)		401
Issuance and remarketing of long-term debt	450		1,060
Repayment and repurchase of long-term debt	(168)		(38)
Issuance of common stock	139		32
Repurchase of common stock	0		(601)
Common dividend payments	(603)		(568)
Subsidiary preferred dividend payments	(8)		(8)
Other	0		(12)
Net cash used in financing activities	(474)		266
Increase (decrease) in cash and cash equivalents	60		18
Cash and cash equivalents at beginning of period	102	[2]	62
Cash and cash equivalents at end of period	162		80
Significant noncash investing activities:
Accrued capital expenditures	262		197
Virginia Electric and Power Company
Operating Activities
Net income attributable to Dominion	415		519
Adjustments to reconcile net income including noncontrolling interests to net cash provided by operating activities:
Depreciation, depletion and amortization (including nuclear fuel)	444		410
Deferred income taxes and investment tax credits	188		328
Rate refunds	(103)		(45)
Other adjustments	(36)		(55)
Changes in:
Accounts receivable	33		(114)
Affiliated accounts receivable and payable	11		2
Inventories	41		(92)
Deferred fuel and purchased gas costs, net	293		(105)
Accounts payable	(11)		(57)
Accrued interest, payroll and taxes	(21)		(15)
Other operating assets and liabilities	97		61
Net cash provided by operating activities	1,351		837
Investing Activities
Plant construction and other property additions	(956)		(898)
Purchases of nuclear fuel	(125)		(118)
Proceeds from sale of securities	353		596
Purchases of securities	(361)		(616)
Restricted cash equivalents	22		63
Other	(17)		0
Net cash used in investing activities	(1,084)		(973)
Financing Activities
Repayment of short-term debt, net	(429)		333
Issuance of affiliated current borrowings, net	0		(44)
Issuance and remarketing of long-term debt	450		160
Repayment and repurchase of long-term debt	(9)		(8)
Common dividend payments	(269)		(249)
Subsidiary preferred dividend payments	(8)		(8)
Other	(4)		0
Net cash used in financing activities	(269)		184
Increase (decrease) in cash and cash equivalents	(2)		48
Cash and cash equivalents at beginning of period	29	[3]	5
Cash and cash equivalents at end of period	27		53
Significant noncash investing activities:
Accrued capital expenditures	$ 126		$ 104

[1] Consolidated Statements of Income for the six months ended June 30, 2012 and the three and six months ended June 30, 2011 have been recast to reflect Salem Harbor and State Line as discontinued operations, as discussed in Note 3.

[2] Dominion’s Consolidated Balance Sheet at December 31, 2011 has been derived from the audited Consolidated Financial Statements at that date.

[3] Virginia Power’s Consolidated Balance Sheet at December 31, 2011 has been derived from the audited Consolidated Financial Statements at that date.

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Consolidated Statements of Comprehensive Income (USD $) In Millions, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2012		Jun. 30, 2011		Jun. 30, 2012		Jun. 30, 2011
Net income including noncontrolling interests	$ 265		$ 340	[1]	$ 766	[1]	$ 823	[1]
Net income attributable to Dominion	258		336	[1]	752	[1]	815	[1]
Other comprehensive income (loss), net of taxes:
Net deferred gains (losses) on derivatives-hedging activities, net of tax	2	[2]	11	[2]	130	[2]	(74)	[2]
Changes in unrealized net gains (losses) on investment securities, net of tax	(23)	[3]	2	[3]	61	[3]	40	[3]
Changes in net unrecognized pension and other postretirement benefit costs, net of tax	1	[4]	(2)	[4]	2	[4]	23	[4]
Amounts reclassified to net income:
Net derivative gains-hedging activities, net of tax	(31)	[5]	(17)	[5]	(47)	[5]	(4)	[5]
Net realized gains on investment securities, net of tax	(5)	[6]	(3)	[6]	(14)	[6]	(6)	[6]
Net pension and other postretirement benefit costs, net of tax	12	[7]	7	[7]	23	[7]	22	[7]
Total other comprehensive income (loss)	(44)		(2)		155		1
Comprehensive income including noncontrolling interests	221		338		921		824
Comprehensive income attributable to noncontrolling interests	7		4		14		8
Comprehensive income attributable to Dominion	214		334		907		816
Virginia Electric and Power Company
Net income attributable to Dominion	172		241		415		519
Other comprehensive income (loss), net of taxes:
Net deferred gains (losses) on derivatives-hedging activities, net of tax	(2)	[8]	0	[8]	(3)	[8]	0	[8]
Changes in unrealized net gains (losses) on investment securities, net of tax	(2)	[9]	0	[9]	6	[9]	3	[9]
Amounts reclassified to net income:
Net derivative gains-hedging activities, net of tax	1	[10]	0	[10]	2	[10]	(1)	[10]
Net realized gains on investment securities, net of tax	(1)	[11]	0	[11]	(1)	[11]	0	[11]
Total other comprehensive income (loss)	(4)		0		4		2
Comprehensive income attributable to Dominion	$ 168		$ 241		$ 419		$ 521

[1] Consolidated Statements of Income for the six months ended June 30, 2012 and the three and six months ended June 30, 2011 have been recast to reflect Salem Harbor and State Line as discontinued operations, as discussed in Note 3.

[2] Net of $(1) million and $(7) million tax for the three months ended June 30, 2012 and 2011, respectively, and net of $(81) million and $51 million tax for the six months ended June 30, 2012 and 2011, respectively.

[3] Net of $16 million and $(2) million tax for the three months ended June 30, 2012 and 2011, respectively, and net of $(41) million and $(27) million tax for the six months ended June 30, 2012 and 2011, respectively.

[4] Net of $(1) million and $1 million tax for the three months ended June 30, 2012 and 2011, respectively, and net of $(1) million and $(16) million tax for the six months ended June 30, 2012 and 2011, respectively.

[5] Net of $11 million and $10 million tax for the three months ended June 30, 2012 and 2011, respectively, and net of $23 million and $5 million tax for the six months ended June 30, 2012 and 2011, respectively.

[6] Net of $3 million and $2 million tax for the three months ended June 30, 2012 and 2011, respectively, and net of $10 million and $4 million tax for the six months ended June 30, 2012 and 2011, respectively.

[7] Net of $(8) million and $(9) million tax for the three months ended June 30, 2012 and 2011, respectively, and net of $(17) million and $(11) million tax for the six months ended June 30, 2012 and 2011, respectively.

[8] Net of $2 million and $--- million tax for the three months ended June 30, 2012 and 2011, respectively, and net of $2 million and $--- million tax for the six months ended June 30, 2012 and 2011, respectively.

[9] Net of $1 million and $--- million tax for the three months ended June 30, 2012 and 2011, respectively, and net of $(5) million and $(3) million tax for the six months ended June 30, 2012 and 2011, respectively.

[10] Net of $--- million and $1 million tax for the three months ended June 30, 2012 and 2011, respectively, and net of $(1) million and $1 million tax for the six months ended June 30, 2012 and 2011, respectively.

[11] Net of $--- million and $--- million tax for the three months ended June 30, 2012 and 2011, respectively, and net of $1 million and $--- million tax for the six months ended June 30, 2012 and 2011, respectively.

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Regulatory Assets and Liabilities

6 Months Ended

Jun. 30, 2012

Regulatory Assets and Liabilities Disclosure [Abstract]

Regulatory Assets and Liabilities

Regulatory Assets and Liabilities

Regulatory assets and liabilities include the following:

	June 30, 2012		December 31, 2011
(millions)
Dominion
Regulatory assets:
Deferred cost of fuel used in electric generation(1)	$	78	$	249
Deferred rate adjustment clause costs(2)	70		113
Other	114		179
Regulatory assets-current(3)	262		541
Unrecognized pension and other postretirement benefit costs(4)	861		887
Income taxes recoverable through future rates(5)	135		121
Derivatives(6)	107		49
Deferred rate adjustment clause costs(2)	104		72
Other	121		253
Regulatory assets-non-current	1,328		1,382
Total regulatory assets	$	1,590	$	1,923
Regulatory liabilities:
PIPP(7)	$	78	$	58
Provision for rate proceedings(8)	51		150
Other	36		35
Regulatory liabilities-current(9)	165		243
Provision for future cost of removal and AROs(10)	939		901
Decommissioning trust(11)	457		399
Other	40		24
Regulatory liabilities-non-current	1,436		1,324
Total regulatory liabilities	$	1,601	$	1,567
Virginia Power
Regulatory assets:
Deferred cost of fuel used in electric generation(1)	$	78	$	249
Deferred rate adjustment clause costs(2)	70		113
Other	70		117
Regulatory assets-current(3)	218		479
Income taxes recoverable through future rates(5)	109		100

Derivatives(6)	107		49
Deferred rate adjustment clause costs(2)	104		70
Other	43		180
Regulatory assets-non-current	363		399
Total regulatory assets	$	581	$	878
Regulatory liabilities:
Provision for rate proceedings(8)	$	51	$	150
Other	28		28
Regulatory liabilities-current(9)	79		178
Provision for future cost of removal(10)	720		687
Decommissioning trust(11)	457		399
Other	27		9
Regulatory liabilities-non-current	1,204		1,095
Total regulatory liabilities	$	1,283	$	1,273

(1) Primarily reflects deferred fuel expenses for the Virginia jurisdiction of Virginia Power's generation operations. See Note 11 for more information.

(2) Reflects deferrals under the electric transmission FERC formula rate and the deferral of costs associated with certain riders. See Note 11 for more information.

(3) Current regulatory assets are presented in other current assets in Dominion's and Virginia Power's Consolidated Balance Sheets.

(4) Represents unrecognized pension and other postretirement benefit costs expected to be recovered through future rates by certain of Dominion's rate-regulated subsidiaries.

(5) Amounts to be recovered through future rates to pay income taxes that become payable when rate revenue is provided to recover AFUDC-equity and depreciation of property, plant and equipment for which deferred income taxes were not recognized for ratemaking purposes, including amounts attributable to tax rate changes.

(6) For jurisdictions subject to cost-based rate regulation, changes in the fair value of derivative instruments result in the recognition of regulatory assets or regulatory liabilities as they are expected to be recovered from or refunded to customers.

(7) Under PIPP, eligible customers can receive energy assistance based on their ability to pay. The difference between the customer's total bill and the PIPP plan amount is deferred and collected or returned annually under the PIPP rider according to East Ohio tariff provisions. See Note 11 for more information.

(8) Reflects a reserve associated with the settlement of Virginia Power's 2009 base rate case proceedings and associated with the Biennial Review Order.

(9) Current regulatory liabilities are presented in other current liabilities in Dominion's and Virginia Power's Consolidated Balance Sheets.

(10) Rates charged to customers by the Companies' regulated businesses include a provision for the cost of future activities to remove assets that are expected to be incurred at the time of retirement.

(11) Primarily reflects a regulatory liability representing amounts collected from Virginia jurisdictional customers and placed in external trusts (including income, losses and changes in fair value thereon) for the future decommissioning of Virginia Power's utility nuclear generation stations, in excess of the related ARO.

At June 30, 2012, approximately $262 million of Dominion's and $208 million of Virginia Power's regulatory assets represented past expenditures on which they do not currently earn a return. Dominion's expenditures primarily include deferred cost of fuel used in electric generation. The above expenditures are expected to be recovered within the next two years.

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Document and Entity Information	6 Months Ended
	Jun. 30, 2012
Entity Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2
Trading Symbol	D
Entity Registrant Name	DOMINION RESOURCES INC /VA/
Entity Central Index Key	0000715957
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding	573,352,279
Virginia Electric and Power Company
Entity Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2
Trading Symbol	VEL - PE
Entity Registrant Name	VIRGINIA ELECTRIC & POWER CO
Entity Central Index Key	0000103682
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding	274,723

XML

Regulatory Matters

6 Months Ended

Jun. 30, 2012

Regulatory Matters [Abstract]

Regulatory Matters

Regulatory Matters

Regulatory Matters Involving Potential Loss Contingencies

As a result of issues generated in the ordinary course of business, Dominion and Virginia Power are involved in various regulatory matters. Certain regulatory matters may ultimately result in a loss; however, as such matters are in an initial procedural phase, involve uncertainty as to the outcome of pending reviews or orders, and/or involve significant factual issues that need to be resolved, it is not possible for the Companies to estimate a range of possible loss. For matters for which the Companies cannot estimate a range of possible loss, a statement to this effect is made in the description of the matter. Other matters may have progressed sufficiently through the regulatory process such that the Companies are able to estimate a range of possible loss. For regulatory matters for which the Companies are able to reasonably estimate a range of possible losses, an estimated range of possible loss is provided, in excess of the accrued liability (if any) for such matters. This estimated range is based on currently available information and involves elements of judgment and significant uncertainties. This estimated range of possible loss may not represent the Companies' maximum possible loss exposure. The circumstances of such regulatory matters will change from time to time and actual results may vary significantly from the current estimate. For current matters not specifically reported below, management does not anticipate that the outcome from such matters would have a material effect on Dominion's or Virginia Power's financial position, liquidity or results of operations.

FERC - Electric

Under the Federal Power Act, FERC regulates wholesale sales and transmission of electricity in interstate commerce by public utilities. Dominion's merchant generators sell electricity in the PJM, MISO and ISO-NE wholesale markets under Dominion's market-based sales tariffs authorized by FERC. Virginia Power purchases and, under its FERC market-based rate authority, sells electricity in the wholesale market. In addition, Virginia Power has FERC approval of a tariff to sell wholesale power at capped rates based on its embedded cost of generation. This cost-based sales tariff could be used to sell to loads within or outside Virginia Power's service territory. Any such sales would be voluntary.

Rates

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

In July 2008, Virginia Power filed an application with FERC requesting a revision to its revenue requirement to reflect an additional ROE incentive adder for eleven electric transmission enhancement projects. Under the proposal, the cost of transmission service would increase to include an ROE incentive adder for each of the eleven projects, beginning the date each project enters commercial operation (but not before January 1, 2009). Virginia Power proposed an incentive of 1.5% for four of the projects and an incentive of 1.25% for the other seven projects. In August 2008, FERC approved the proposal, effective September 1, 2008. Ten of the eleven projects are currently expected to be completed by the end of 2012. The one remaining project represents Virginia Power's small portion of a larger transmission expansion which has been suspended by PJM. Numerous parties sought rehearing of the FERC order in August 2008. In May 2012, FERC issued an order denying the rehearing requests. In July 2012, the North Carolina Commission filed an appeal of the FERC order with the U.S. Court of Appeals for the Fourth Circuit. While Virginia Power cannot predict the outcome of the appeal, it is not expected to have a material effect on results of operations.

In March 2010, ODEC and NCEMC filed a complaint with FERC against Virginia Power claiming that approximately $223 million in transmission costs related to specific projects were unjust, unreasonable and unduly discriminatory or preferential and should be excluded from Virginia Power's transmission formula rate. ODEC and NCEMC requested that FERC establish procedures to determine the amount of costs for each applicable project that should be excluded from Virginia Power's rates. In October 2010, FERC issued an order dismissing the complaint in part and established hearings and settlement procedures on the remaining part of the complaint.  In February 2012, Virginia Power submitted to FERC a settlement agreement to resolve all issues set for hearing.  All transmission customer parties to the proceeding joined the settlement. The Virginia Commission, North Carolina Commission and Public Staff of the North Carolina Commission, while not parties to the settlement, have agreed to not oppose the settlement.  The settlement was accepted by FERC in May 2012 and provides for payment by Virginia Power to the transmission customer parties collectively of $250,000 per year for ten years and resolves all matters other than allocation of the incremental cost of certain underground transmission facilities, which have been set for briefing. While Virginia Power cannot predict the outcome of the briefing, it is not expected to have a material effect on results of operations.

PJM

In November 2011, PJM issued a formal notification that it would recalculate certain ancillary service revenues that had previously been paid during 2009, 2010 and 2011. Also in November 2011, PJM requested FERC permission to suspend its rebilling and repayment obligations associated with the recalculation of such revenues and petitioned FERC to establish a proceeding to determine the appropriate recalculations for the revenues during this period.  In December 2011, FERC permitted the suspension of rebilling and repayment by PJM, subject to the outcome of FERC's proceedings to determine the appropriate revenue recalculation. In April 2012, FERC issued an Order Establishing Hearing and Settlement Judge Procedures to address the appropriate recalculation of the ancillary service credits PJM will be required to collect from Virginia Power. Virginia Power has reduced the accrual for this matter to $33 million as of June 30, 2012 for estimated future billing adjustments from PJM related to the ancillary service revenues in anticipation of a settlement among Virginia Power, PJM and the PJM Market Monitor.

Other Regulatory Matters

Other than the following matters, there have been no significant developments regarding the pending regulatory matters disclosed in Note 14 to the Consolidated Financial Statements in Dominion's and Virginia Power's Annual Report on Form 10-K for the year ended December 31, 2011 and Note 9 to the Consolidated Financial Statements in Dominion's and Virginia Power's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.

Virginia Regulation

Biennial Review

In May 2012, the Supreme Court of Virginia granted review of Virginia Power's appeals from the Biennial Review Order and the March 2012 Order denying Virginia Power's petition seeking rehearing or reconsideration, and paired both appeals for the purpose of oral argument. These appeals are pending.

Virginia Fuel Expenses

In May 2012, Virginia Power submitted its annual fuel factor filing to the Virginia Commission, proposing a decrease of approximately $389 million in fuel revenue for the rate year beginning July 1, 2012. In May 2012, the Virginia Commission issued an order implementing the proposed rate effective July 1, 2012 on an interim basis, and setting a hearing for September 2012.

Transmission Rider T1

In May 2012, Virginia Power filed Rider T1 with the Virginia Commission to recover costs of transmission service and demand response programs for the September 1, 2012 to August 31, 2013 rate year. The proposed Rider T1 reduction of approximately $100 million produces a total annual revenue requirement of approximately $373 million when netted with the revenue requirement of approximately $473 million associated with the Rider T customer rates currently in effect, and now combined in Virginia Power's base rates. Virginia Power's filing stated that Rider T costs combined in base rates should be identified and separately tracked, with the continuation of deferral accounting and dollar-for-dollar recovery for these costs. Virginia Power's proposed revenue requirement was supported by the Staff of the Virginia Commission, although the Staff concurrently proposed an alternative methodology for the Rider T1 revenue requirement which would represent an increase of approximately $18 million from the current Rider T customer rates. The Staff's alternative methodology, if accepted, would preclude deferral accounting and dollar-for-dollar recovery for Rider T in future periods.

In July 2012, a hearing examiner issued a report to the Virginia Commission stating that Virginia Power's proposed revenue requirement for Rider T1 was unopposed, and that both Virginia Power's proposal and the Staff's alternative methodology were proper depending on how the Virginia Commission interpreted the statute requiring the combining of Rider T into Virginia Power's base rates. An order from the Virginia Commission is expected by August 2012.

Generation Riders R and S

In June 2012, Virginia Power requested Virginia Commission approval of its annual updates for Riders R and S for the next two consecutive rate years, utilizing an 11.4% ROE (inclusive of a 100 basis point statutory enhancement) consistent with the base ROE authorized in the Biennial Review Order. For Rider R, Virginia Power proposed an approximately $81 million revenue requirement for the rate year beginning April 1, 2013 and an approximately $75 million revenue requirement for the rate year beginning April 1, 2014. For Rider S, an approximately $249 million revenue requirement was proposed for the rate year beginning April 1, 2013 and an approximately $229 million revenue requirement was proposed for the rate year beginning April 1, 2014. If the Virginia Commission approves the proposed multi-year approach for Riders R and S, then Virginia Power would file its next update filings for Riders R and S in 2014. Construction of the Virginia City Hybrid Energy Center was completed and the facility commenced commercial operations in July 2012.

Generation Riders B and W

In June 2012, Virginia Power requested Virginia Commission approval of its annual updates for Riders B and W for the April 1, 2013 to March 31, 2014 rate year. For Rider B, Virginia Power proposed an approximately $12 million revenue requirement, utilizing a 12.4% ROE (inclusive of a 200 basis point statutory enhancement) consistent with the base ROE authorized in the Biennial Review Order. For Rider W, an approximately $86 million revenue requirement was proposed, utilizing an 11.4% ROE (inclusive of a 100 basis point statutory enhancement) also consistent with the base ROE authorized in the Biennial Review Order.

DSM Riders C1 and C2

In April 2012, the Virginia Commission held that Riders C1 and C2 are now to be combined in the Company's base rates and are to be considered as part of Virginia Power's future biennial reviews. The Virginia Commission rejected Virginia Power's requests to identify and separately track the revenues for these existing riders in base rates, and to preserve deferral accounting for these revenues in base rates, stating that such deferral accounting ceased December 1, 2011 for existing Riders C1 and C2. The Virginia Commission held that this treatment of Riders C1 and C2 does not set a precedent for deferral accounting for Rider T costs combined in base rates. The Virginia Commission also rejected additional funding for two existing commercial energy efficiency DSM programs.

DSM Riders C1A and C2A

In April 2012, the Virginia Commission approved four new energy efficiency DSM programs as a bundle for residential customers for a five-year period starting June 1, 2012, subject to a total $90 million cost cap. The Virginia Commission also approved two new energy efficiency DSM programs as a bundle for commercial customers for the same five-year period, subject to a total $45 million cost cap, as well as a new peak-shaving DSM program for commercial customers for the same five-year period, subject to an approximately $14 million cost cap. The Virginia Commission rejected one new residential and one new commercial energy efficiency DSM program.

North Anna COL

Virginia Power is considering the construction of a third nuclear unit at a site located adjacent to North Anna. Virginia Power has not yet committed to building a new nuclear unit. If Virginia Power decides to build the new unit, it must first receive a COL from the NRC, the approval of the Virginia Commission and certain environmental permits and other approvals. Virginia Power continues to pursue the COL from the NRC. Based on current NRC review schedules, the COL issuance is now expected no earlier than late 2015.

Ohio Regulation

In July 2012, the Ohio Commission approved East Ohio's annual update of the UEX Rider, which reflects the elimination of accumulated unrecovered bad debt expense of approximately $1 million as of March 31, 2012, and recovery of prospective bad debt expense projected to total approximately $23 million for the 12-month period from April 2012 to March 2013.

In July 2012, the Ohio Commission approved East Ohio's annual update of the PIPP Rider, which reflects the refund of an over-recovery of accumulated arrearages of approximately $70 million over the next two years and recovery of projected deferred program costs of approximately $104 million for the 12-month period from April 2012 to March 2013.

FERC Gas - Cove Point Rate Case

In May 2011, Cove Point filed a general rate case for its FERC-jurisdictional services, with proposed rates to be effective July 1, 2011. In June 2011, FERC accepted a July 1, 2011 effective date for all proposed rates but two, for which the effective date was suspended from July 1 to December 1, 2011. In April 2012, Cove Point filed a stipulation and agreement among Cove Point, FERC trial staff and the other active parties in the rate case resolving all issues set for hearing by FERC and establishing the mechanism for operational purchases of LNG. In July 2012, FERC issued an order approving the stipulation and agreement, including the settlement rates that are effective April 1, 2012, provided there are no requests for rehearing by August 9, 2012. Pursuant to the terms of the settlement, future operational purchases of LNG are not expected to affect Cove Point's net results of operations. Cove Point and settling customers will be subject to a rate moratorium through December 31, 2016. Cove Point is required to file its next rate case in 2016 with rates to be effective January 1, 2017.

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Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012 Virginia Electric and Power Company	Dec. 31, 2011 Virginia Electric and Power Company	Jun. 30, 2012 Virginia Electric and Power Company	Jun. 30, 2011 Virginia Electric and Power Company
Net deferred gains (losses) on derivative-hedging activities, tax	$ (1)	$ (7)	$ (81)	$ 51	$ 2	$ 0	$ 2	$ 0
Changes in unrealized net gains (losses) on investment securities, tax	16	(2)	(41)	(27)	1	0	(5)	(3)
Changes in net unrecognized pension and other postretirement benefit costs, tax	(1)	1	(1)	(16)
Net derivative (gains) losses-hedging activities, tax	11	10	23	5	0	1	(1)	1
Net realized gains on investment securities, tax	3	2	10	4	0	0	1	0
Net pension and other postretirement benefit costs, tax	$ (8)	$ (9)	$ (17)	$ (11)

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Income Taxes

6 Months Ended

Jun. 30, 2012

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Continuing Operations

For continuing operations, including noncontrolling interests, the statutory U.S. federal income tax rate reconciles to Dominion’s and Virginia Power’s effective income tax rate as follows:

	Dominion				Virginia Power
Six Months Ended June 30,	2012		2011		2012		2011
U.S. statutory rate	35.0	%	35.0	%	35.0	%	35.0	%
Increases (reductions) resulting from:
State taxes, net of federal benefit	3.7		3.7		3.9		3.9
Valuation allowances	(1.8	)	0.1		—		—
AFUDC - equity	(0.7	)	(0.5	)	(1.1	)	(0.6	)
Other, net	(1.7	)	(0.1	)	0.1		0.3
Effective tax rate	34.5	%	38.2	%	37.9	%	38.6	%

Dominion's effective tax rate in 2012 reflects a $22 million reduction of a valuation allowance related to certain state operating loss carryforwards. As disclosed in Note 16 to the Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended December 31, 2011, Dominion expects to purchase Fairless in 2013. Dominion currently operates the facility under a lease and, as a result of a 2012 contract modification, the exercise price of Dominion's option to purchase Fairless is fixed at approximately $923 million. After considering the results of Fairless' operations in recent years and a forecast of future operating results reflecting the planned purchase of the facility, Dominion has concluded that it is more likely than not that the tax benefit of the operating losses will be realized. Significant assumptions include future commodity prices, in particular, those for electric energy produced by Fairless and those for natural gas, as compared to other fuels used for the generation of electricity, which will significantly influence the extent to which Fairless is dispatched by PJM. Realization of these tax benefits ultimately depends on whether or not the expected future operating results are achieved. Dominion will continue to evaluate the likelihood of realizing these tax benefits on a quarterly basis.

As of June 30, 2012, there have been no material changes in Dominion's and Virginia Power's unrecognized tax benefits or possible changes that could reasonably be expected to occur during the next twelve months. See Note 6 to the Consolidated Financial Statements in Dominion's and Virginia Power's Annual Report on Form 10-K for the year ended December 31, 2011 for a discussion of these unrecognized tax benefits.

Discontinued Operations

Dominion's effective tax rate for the six months ended June 30, 2011 reflects an expectation that State Line's deferred tax assets, including 2011 operating losses, will not be realized in State Line's separately filed state tax returns.

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Operating Revenue

6 Months Ended

Jun. 30, 2012

Regulated and Unregulated Operating Revenue [Abstract]

Operating Revenue

Operating Revenue

The Companies’ operating revenue consists of the following:

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
(millions)
Dominion
Electric sales:
Regulated	$	1,725	$	1,728	$	3,449	$	3,458
Nonregulated	675		741		1,383		1,608
Gas sales:
Regulated	33		44		132		183
Nonregulated	165		337		563		939
Gas transportation and storage	305		322		710		860
Other	150		116		278		223
Total operating revenue	$	3,053	$	3,288	$	6,515	$	7,271
Virginia Power
Regulated electric sales	$	1,725	$	1,728	$	3,449	$	3,458
Other	31		29		61		56
Total operating revenue	$	1,756	$	1,757	$	3,510	$	3,514

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Related Party Transactions

6 Months Ended

Jun. 30, 2012

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

Virginia Power engages in related-party transactions primarily with other Dominion subsidiaries (affiliates). Virginia Power's receivable and payable balances with affiliates are settled based on contractual terms or on a monthly basis, depending on the nature of the underlying transactions. Virginia Power is included in Dominion's consolidated federal income tax return and participates in certain Dominion benefit plans. A discussion of significant related party transactions follows.

Transactions with Affiliates

Virginia Power transacts with affiliates for certain quantities of natural gas and other commodities in the ordinary course of business. Virginia Power also enters into certain commodity derivative contracts with affiliates. Virginia Power uses these contracts, which are principally comprised of commodity swaps, to manage commodity price risk associated with purchases of natural gas.

DRS and affiliates provide accounting, legal, finance and certain administrative and technical services to Virginia Power.

Presented below are significant transactions with DRS and other affiliates:

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
(millions)
Commodity purchases from affiliates	$	78	$	90	$	156	$	152
Services provided by affiliates	95		100		191		193

Virginia Power has borrowed funds from Dominion under short-term borrowing arrangements. Virginia Power's outstanding borrowings, net of repayments, under the Dominion money pool for its nonregulated subsidiaries totaled $187 million as of both June 30, 2012 and December 31, 2011. There were no short-term demand note borrowings from Dominion as of June 30, 2012 and December 31, 2011. Interest charges related to Virginia Power's borrowings from Dominion were immaterial for the three and six months ended June 30, 2012 and 2011, respectively.

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Variable Interest Entities

6 Months Ended

Jun. 30, 2012

Variable Interest Entities [Abstract]

Variable Interest Entities

Variable Interest Entities

As discussed in Note 16 to the Consolidated Financial Statements in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2011, certain variable pricing terms in some of the Companies’ long-term power and capacity contracts cause them to be considered variable interests in the counterparties.

Virginia Power has long-term power and capacity contracts with four non-utility generators with an aggregate summer generation capacity of approximately 870 MW. These contracts contain certain variable pricing mechanisms in the form of partial fuel reimbursement that Virginia Power considers to be variable interests. After an evaluation of the information provided by these entities, Virginia Power was unable to determine whether they were VIEs. However, the information they provided, as well as Virginia Power's knowledge of generation facilities in Virginia, enabled Virginia Power to conclude that, if they were VIEs, it would not be the primary beneficiary. This conclusion reflects Virginia Power's determination that its variable interests do not convey the power to direct the most significant activities that impact the economic performance of the entities during the remaining terms of Virginia Power's contracts and for the years the entities are expected to operate after its contractual relationships expire. The contracts expire at various dates ranging from 2015 to 2021. Virginia Power is not subject to any risk of loss from these potential VIEs other than its remaining purchase commitments which totaled $1.2 billion as of June 30, 2012. Virginia Power paid $53 million and $52 million for electric capacity and $16 million and $26 million for electric energy to these entities in the three months ended June 30, 2012 and 2011, respectively. Virginia Power paid $108 million and $105 million for electric capacity and $35 million and $65 million for electric energy to these entities in the six months ended June 30, 2012 and 2011, respectively.

Virginia Power purchased shared services from DRS, an affiliated VIE, of approximately $77 million and $99 million for the three months ended June 30, 2012 and 2011, respectively, and $153 million and $192 million for the six months ended June 30, 2012 and 2011, respectively. Virginia Power determined that it is not the most closely associated entity with DRS and therefore not the primary beneficiary. DRS provides accounting, legal, finance and certain administrative and technical services to all Dominion subsidiaries, including Virginia Power. Virginia Power has no obligation to absorb more than its allocated share of DRS costs.

See Note 16 to the Consolidated Financial Statements in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2011 for additional information about consolidated VIEs.

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Derivatives and Hedge Accounting Activities

6 Months Ended

Jun. 30, 2012

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives and Hedge Accounting Activities

Derivatives and Hedge Accounting Activities

Dominion’s and Virginia Power’s accounting policies and objectives and strategies for using derivative instruments are discussed in Note 2 to the Consolidated Financial Statements in their Annual Report on Form 10-K for the year ended December 31, 2011. See Note 7 in this report for further information about fair value measurements and associated valuation methods for derivatives.

Dominion

The following table presents the volume of Dominion’s derivative activity as of June 30, 2012. These volumes are based on open derivative positions and represent the combined absolute value of their long and short positions, except in the case of offsetting transactions, for which they represent the absolute value of the net volume of their long and short positions.

	Current		Noncurrent
Natural Gas (bcf):
Fixed price(1)	306		74
Basis(1)	817		495
Electricity (MWh):
Fixed price(1)	25,636,509		19,532,389
FTRs	97,639,210		353,110
Capacity (MW)	49,825		266,460
Liquids (Gal)(2)	141,162,000		204,960,000
Interest rate	$	2,200,000,000	$	2,840,000,000

(1) Includes options.

(2) Includes NGLs and oil.

For the three and six months ended June 30, 2012 and 2011, gains or losses on hedging instruments determined to be ineffective and amounts excluded from the assessment of effectiveness were not material. Amounts excluded from the assessment of effectiveness include gains or losses attributable to changes in the time value of options and changes in the differences between spot prices and forward prices.

The following table presents selected information related to gains (losses) on cash flow hedges included in AOCI in Dominion’s Consolidated Balance Sheet at June 30, 2012:

	AOCI After-Tax			Amounts Expected to be Reclassified to Earnings during the next 12 Months After-Tax			Maximum Term
(millions)
Commodities:
Gas	$	(26	)	$	(18	)	30 months
Electricity	180			68			42 months
NGLs	34			12			30 months
Other	5			3			47 months
Interest rate	(164		)	(14		)	366 months
Total	$	29		$	51

The amounts that will be reclassified from AOCI to earnings will generally be offset by the recognition of the hedged transactions (e.g., anticipated sales) in earnings, thereby achieving the realization of prices contemplated by the underlying risk management strategies and will vary from the expected amounts presented above as a result of changes in market prices and interest rates.

Fair Value and Gains and Losses on Derivative Instruments

The following table presents the fair values of Dominion’s derivatives and where they are presented in its Consolidated Balance Sheets:

	Fair Value – Derivatives under Hedge  Accounting		Fair Value – Derivatives not under Hedge  Accounting		Total Fair Value
(millions)
June 30, 2012
ASSETS
Current Assets
Commodity	$	238	$	384	$	622
Interest rate	39		—		39
Total current derivative assets	277		384		661
Noncurrent Assets
Commodity	277		108		385
Interest rate	65		—		65
Total noncurrent derivative assets(1)	342		108		450
Total derivative assets	$	619	$	492	$	1,111
LIABILITIES
Current Liabilities
Commodity	$	95	$	369	$	464
Interest rate	256		32		288
Total current derivative liabilities	351		401		752
Noncurrent Liabilities
Commodity	78		78		156
Interest rate	23		10		33
Total noncurrent derivative liabilities(2)	101		88		189
Total derivative liabilities	$	452	$	489	$	941
December 31, 2011
ASSETS
Current Assets
Commodity	$	176	$	495	$	671
Interest rate	34		—		34
Total current derivative assets	210		495		705
Noncurrent Assets
Commodity	198		96		294
Interest rate	71		—		71
Total noncurrent derivative assets(1)	269		96		365
Total derivative assets	$	479	$	591	$	1,070
LIABILITIES
Current Liabilities
Commodity	$	162	$	530	$	692
Interest rate	222		37		259
Total current derivative liabilities	384		567		951
Noncurrent Liabilities
Commodity	118		78		196
Interest rate	—		10		10
Total noncurrent derivative liabilities(2)	118		88		206
Total derivative liabilities	$	502	$	655	$	1,157

(1) Noncurrent derivative assets are presented in other deferred charges and other assets in Dominion’s Consolidated Balance Sheets.

(2) Noncurrent derivative liabilities are presented in other deferred credits and other liabilities in Dominion’s Consolidated Balance Sheets.

The following tables present the gains and losses on Dominion's derivatives, as well as where the associated activity is presented in its Consolidated Balance Sheets and Statements of Income:

Derivatives in cash flow hedging relationships	Amount of Gain (Loss)  Recognized in AOCI  on Derivatives (Effective Portion)(1)			Amount of Gain (Loss) Reclassified from AOCI to Income			Increase (Decrease) in Derivatives Subject to Regulatory Treatment(2)
(millions)
Three Months Ended June 30, 2012
Derivative Type and Location of Gains (Losses)
Commodity:
Operating revenue				$	63
Purchased gas				(17		)
Electric fuel and other energy-related purchases				(5		)
Total commodity	$	111		41			$	9
Interest rate(3)	(108		)	1			(68		)
Total	$	3		$	42		$	(59	)
Three Months Ended June 30, 2011
Derivative Type and Location of Gains (Losses)
Commodity:
Operating revenue				$	32
Purchased gas				(7		)
Electric fuel and other energy-related purchases				1
Purchased electric capacity				1
Total commodity	$	49		27			$	(4	)
Interest rate(3)	(31		)	—			1
Total	$	18		$	27		$	(3	)
Six Months Ended June 30, 2012
Derivative Type and Location of Gains (Losses)
Commodity:
Operating revenue				$	127
Purchased gas				(47		)
Electric fuel and other energy-related purchases				(12		)
Total commodity	$	287		68			$	8
Interest rate(3)	(76		)	2			(41		)
Total	$	211		$	70		$	(33	)
Six Months Ended June 30, 2011
Derivative Type and Location of Gains (Losses)
Commodity:
Operating revenue				$	60
Purchased gas				(55		)
Electric fuel and other energy-related purchases				2
Purchased electric capacity				2
Total commodity	$	(93	)	9			$	(9	)
Interest rate(3)	(32		)	—			—
Total	$	(125	)	$	9		$	(9	)

(1) Amounts deferred into AOCI have no associated effect in Dominion’s Consolidated Statements of Income.

(2) Represents net derivative activity deferred into and amortized out of regulatory assets/liabilities. Amounts deferred into regulatory assets/liabilities have no associated effect in Dominion’s Consolidated Statements of Income.

(3) Amounts recorded in Dominion’s Consolidated Statements of Income are classified in interest and related charges.

	Amount of Gain (Loss) Recognized in Income on Derivatives(1)
	Three Months Ended June 30,						Six Months Ended June 30,
Derivatives not designated as hedging instruments	2012			2011			2012			2011
(millions)
Derivative Type and Location of Gains (Losses)
Commodity
Operating revenue	$	34		$	23		$	103		$	42
Purchased gas	5			(7		)	(5		)	(18		)
Electric fuel and other energy-related purchases	(9		)	(24		)	(36		)	(8		)
Interest rate(2)	9			—			7			—
Total	$	39		$	(8	)	$	69		$	16

(1) Includes derivative activity amortized out of regulatory assets/liabilities. Amounts deferred into regulatory assets/liabilities have no associated effect in Dominion’s Consolidated Statements of Income.

(2) Amounts recorded in Dominion’s Consolidated Statements of Income are classified in interest and related charges.

Virginia Power

The following table presents the volume of Virginia Power’s derivative activity as of June 30, 2012. These volumes are based on open derivative positions and represent the combined absolute value of their long and short positions, except in the case of offsetting transactions, for which they represent the absolute value of the net volume of their long and short positions.

	Current		Noncurrent
Natural Gas (bcf):
Fixed price	23		—
Basis	12		—
Electricity (MWh):
Fixed price	580,000		—
FTRs	95,756,457		—
Capacity (MW)	15,000		185,800
Interest rate	$	500,000,000	$	840,000,000

For the three and six months ended June 30, 2012 and 2011, gains or losses on hedging instruments determined to be ineffective and amounts excluded from the assessment of effectiveness were not material. Amounts excluded from the assessment of effectiveness include gains or losses attributable to changes in the time value of options and changes in the differences between spot prices and forward prices.

Fair Value and Gains and Losses on Derivative Instruments

The following table presents the fair values of Virginia Power’s derivatives and where they are presented in its Consolidated Balance Sheets:

	Fair Value – Derivatives  under Hedge  Accounting		Fair Value – Derivatives not under Hedge  Accounting		Total Fair Value
(millions)
June 30, 2012
ASSETS
Current Assets
Commodity	$	1	$	4	$	5
Total current derivative assets(1)	1		4		5
Total derivative assets	$	1	$	4	$	5
LIABILITIES
Current Liabilities
Commodity	$	5	$	4	$	9
Interest rate	41		32		73
Total current derivative liabilities(2)	46		36		82
Noncurrent Liabilities
Commodity	2		—		2
Interest rate	22		10		32
Total noncurrent derivative liabilities(3)	24		10		34
Total derivative liabilities	$	70	$	46	$	116
December 31, 2011
ASSETS
Current Assets
Commodity	$	—	$	2	$	2
Total current derivative assets(1)	—		2		2
Total derivative assets	$	—	$	2	$	2
LIABILITIES
Current Liabilities
Commodity	$	14	$	31	$	45
Interest rate	53		37		90
Total current derivative liabilities(2)	67		68		135
Noncurrent Liabilities
Commodity	2		—		2
Interest rate	—		10		10
Total noncurrent derivative liabilities(3)	2		10		12
Total derivative liabilities	$	69	$	78	$	147

(1) Current derivative assets are presented in other current assets in Virginia Power’s Consolidated Balance Sheets.

(2) Current derivative liabilities are presented in other current liabilities in Virginia Power’s Consolidated Balance Sheets.

(3) Noncurrent derivative liabilities are presented in other deferred credits and other liabilities in Virginia Power’s Consolidated Balance Sheets.

The following tables present the gains and losses on Virginia Power's derivatives, as well as where the associated activity is presented in its Consolidated Balance Sheets and Statements of Income:

Derivatives in cash flow hedging relationships	Amount of Gain (Loss)  Recognized in AOCI  on Derivatives (Effective Portion)(1)			Amount of Gain (Loss)  Reclassified from AOCI to Income			Increase (Decrease) in Derivatives Subject to Regulatory Treatment(2)
(millions)
Three Months Ended June 30, 2012
Derivative Type and Location of Gains (Losses)
Commodity:
Electric fuel and other energy-related purchases				$	(1	)
Total commodity	$	1		(1		)	$	9
Interest rate(3)	(5		)	—			(68		)
Total	$	(4	)	$	(1	)	$	(59	)
Three Months Ended June 30, 2011
Derivative Type and Location of Gains (Losses)
Commodity:
Purchased electric capacity				$	—
Total commodity	$	—		—			$	(4	)
Interest rate(3)	—			1			1
Total	$	—		$	1		$	(3	)
Six Months Ended June 30, 2012
Derivative Type and Location of Gains (Losses)
Commodity:
Electric fuel and other energy-related purchases				$	(3	)
Total commodity	$	(1	)	(3		)	$	8
Interest rate(3)	(4		)	—			(41		)
Total	$	(5	)	$	(3	)	$	(33	)
Six Months Ended June 30, 2011
Derivative Type and Location of Gains (Losses)
Commodity:
Purchased electric capacity				$	1
Total commodity	$	—		1			$	(9	)
Interest rate(3)	—			1			—
Total	$	—		$	2		$	(9	)

(1) Amounts deferred into AOCI have no associated effect in Virginia Power’s Consolidated Statements of Income.

(2) Represents net derivative activity deferred into and amortized out of regulatory assets/liabilities. Amounts deferred into regulatory assets/liabilities have no associated effect in Virginia Power’s Consolidated Statements of Income.

(3) Amounts are recorded in interest and related charges in Virginia Power’s Consolidated Statements of Income.

	Amount of Gain (Loss) Recognized in Income on Derivatives(1)
	Three Months  Ended June 30,						Six Months  Ended June 30,
Derivatives not designated as hedging instruments	2012			2011			2012			2011
(millions)
Derivative Type and Location of Gains (Losses)
Commodity(2)	$	(19	)	$	(24	)	$	(46	)	$	(8	)
Interest rate(3)	1			—			(1		)	—
Total	$	(18	)	$	(24	)	$	(47	)	$	(8	)

(1) Includes derivative activity amortized out of regulatory assets/liabilities. Amounts deferred into regulatory assets/liabilities have no associated effect in Virginia Power’s Consolidated Statements of Income.

(2) Amounts are recorded in electric fuel and other energy-related purchases in Virginia Power’s Consolidated Statements of Income.

(3) Amounts are recorded in interest and related charges in Virginia Power’s Consolidated Statements of Income.

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Investments (Fair Value of our Marketable Debt Securities by Contractual Maturity) (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012
Due in one year or less	$ 100
Due after one year through five years	271
Due after five years through ten years	326
Due after ten years	397
Total	1,094
Virginia Electric and Power Company
Due in one year or less	22
Due after one year through five years	129
Due after five years through ten years	190
Due after ten years	188
Total	$ 529

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Earnings Per Share

6 Months Ended

Jun. 30, 2012

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

The following table presents the calculation of Dominion’s basic and diluted EPS:

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
(millions, except EPS)
Net income attributable to Dominion	$	258	$	336	$	752	$	815
Average shares of common stock outstanding – Basic	572.0		573.4		571.3		576.6
Net effect of potentially dilutive securities(1)	1.1		1.8		1.2		1.3
Average shares of common stock outstanding – Diluted	573.1		575.2		572.5		577.9
Earnings Per Common Share – Basic	$	0.45	$	0.59	$	1.32	$	1.41
Earnings Per Common Share – Diluted	$	0.45	$	0.58	$	1.31	$	1.41

(1) Potentially dilutive securities consist of options, goal-based stock and contingently convertible senior notes.

There were no potentially dilutive securities excluded from the calculation of diluted EPS for the three and six months ended June 30, 2012 and 2011.

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Fair Value Measurements

6 Months Ended

Jun. 30, 2012

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Dominion's and Virginia Power's fair value measurements are made in accordance with the policies discussed in Note 7 to the Consolidated Financial Statements in their Annual Report on Form 10-K for the year ended December 31, 2011. See Note 8 in this report for further information about their derivatives and hedge accounting activities.

Dominion's and Virginia Power's commodity derivative valuations are prepared by the ERM department. The ERM department reports directly to the Companies' CFO. The ERM department creates a daily computer-generated file containing mark-to-market valuations for the Companies' derivative transactions. Standard transactions are programmatically calculated using software. The inputs that go into the mark-to-market valuations are transactional information stored in the systems of record and market pricing information that resides in data warehouse databases. The majority of forward prices are automatically uploaded into the data warehouse databases from various third-party sources. Inputs obtained from third-party sources are evaluated for reliability considering the reputation, independence, market presence, and methodology used by the third-party. If forward prices are not available from third-party sources, then the ERM department models the forward prices based on other available market data. A team consisting of risk management and risk quantitative analysts meets each business day to assess the validity of market prices and mark-to-market valuations. During this meeting, the changes in mark-to-market valuations from period to period are examined and qualified against historical expectations. If any discrepancies are identified during this process, the mark-to-market valuations or the market pricing information is evaluated further and adjusted, if necessary.

Dominion and Virginia Power enter into certain physical and financial forwards and futures, options, and full requirements contracts, which are considered Level 3 as they have one or more inputs that are not observable and are significant to the valuation. The discounted cash flow method is used to value Level 3 physical and financial forwards, futures, and full requirements contracts. An option model is used to value Level 3 physical and financial options. The discounted cash flow model for forwards and futures calculates mark-to-market valuations based on forward market prices, original transaction prices, volumes, risk-free rate of return and credit spreads. Full requirements contracts add load shaping and usage factors in addition to the discounted cash flow model inputs. The option model calculates mark-to-market valuations using variations of the Black-Scholes option model. The inputs into the models are the forward market prices, implied price volatilities, risk-free rate of return, the option expiration dates, the option strike prices, price correlations, the original sales prices, and volumes. For Level 3 fair value measurements, the forward market prices, the implied price volatilities, price correlations, load shaping, and usage factors are considered unobservable. The unobservable inputs are developed and substantiated using historical information, available market data, third-party data, and statistical analysis. Periodically, inputs to valuation models are reviewed and revised as needed, based on historical information, updated market data, market liquidity and relationships, and changes in third-party pricing sources.

The following table presents Dominion's quantitative information about Level 3 fair value measurements. Included are descriptions of the valuation techniques, the significant unobservable inputs, and the range of market price, price correlation and price volatility inputs used in the fair value measurements at June 30, 2012 for each category of transaction and commodity type. The range and weighted average are presented in dollars for market price inputs and percentages for price volatility, price correlations, load shaping, and usage factors.

	Fair Value (millions)		Valuation Techniques	Unobservable Input		Range	Weighted Average(1)
At June 30, 2012
Assets:
Physical and Financial Forwards and Futures:
Natural Gas(2)	$	33	Discounted Cash Flow	Market Price (per Dth)	(4)	(1) - 6	3
Electricity	72		Discounted Cash Flow	Market Price (per MWh)	(4)	32 - 60	43
FTRs	3		Discounted Cash Flow	Market Price (per MWh)	(4)	(5) - 5	0
Capacity	9		Discounted Cash Flow	Market Price (per MW)	(4)	95 - 115	100
Liquids(3)	56		Discounted Cash Flow	Market Price (per Gal)	(4)	0 - 2	1
Physical and Financial Options:
Natural Gas	5		Option Model	Market Price (per Dth)	(4)	2 - 5	4
				Price Volatility	(5)	22% - 62%	29	%
				Price Correlation	(6)	73%	73	%
Full Requirements Contracts:
Electricity	32		Discounted Cash Flow	Market Price (per MWh)	(4)	8 - 464	42
				Load Shaping	(7)	2% - 6%	4	%
				Usage Factor	(8)	4% - 14%	9	%
Total assets	$	210
Liabilities:
Physical and Financial Forwards and Futures:
Natural Gas(2)	$	20	Discounted Cash Flow	Market Price (per Dth)	(4)	(1) - 6	1
Electricity	16		Discounted Cash Flow	Market Price (per MWh)	(4)	23 - 73	42
FTRs	3		Discounted Cash Flow	Market Price (per MWh)	(4)	(2) - 5	1
Liquids(3)	1		Discounted Cash Flow	Market Price (per Gal)	(4)	2 - 3	2
Physical and Financial Options:
Natural Gas(2)	15		Option Model	Market Price (per Dth)	(4)	(1) - 5	3
				Price Volatility	(5)	22% - 62%	34	%
				Price Correlation	(6)	99%	99	%
Total liabilities	$	55

(1) Averages weighted by volume.

(2) Includes basis.

(3) Includes NGLs and oil.

(4) Represents market prices beyond defined terms for Levels 1 & 2.

(5) Represents volatilities unrepresented in published markets.

(6) Represents intra-price correlations for which markets do not exist.

(7) Converts block monthly loads to 24-hour load shapes.

(8) Represents expected increase (decrease) in sales volumes compared to historical usage.

Sensitivity of the fair value measurements to changes in the significant unobservable inputs is as follows:

Significant Unobservable Inputs	Position	Change to Input	Impact on Fair Value Measurement
Market Price	Buy	Increase (decrease)	Gain (loss)
Market Price	Sell	Increase (decrease)	Loss (gain)
Price Volatility	Buy	Increase (decrease)	Gain (loss)
Price Volatility	Sell	Increase (decrease)	Loss (gain)
Price Correlation	Buy	Increase (decrease)	Loss (gain)
Price Correlation	Sell	Increase (decrease)	Gain (loss)
Load Factor	Sell(1)	Increase (decrease)	Loss (gain)
Usage Factor	Sell(2)	Increase (decrease)	Gain (loss)

(1) Assumes the contract is in a gain position and load increases during peak hours.

(2) Assumes the contract is in a gain position.

Non-recurring Fair Value Measurements

During March 2011, Dominion determined that it was unlikely that State Line would participate in the May 2011 PJM capacity base residual auction that would commit State Line's capacity from June 2014 through May 2015.  This determination reflected an expectation that margins for coal-fired generation will remain compressed in the 2014 and 2015 period in combination with the expectation that State Line may be impacted during the same time period by environmental regulations that would likely require significant capital expenditures. As a result, Dominion evaluated State Line for impairment since it was more likely than not that State Line would be retired before the end of its previously estimated useful life. As a result of this evaluation, Dominion recorded an impairment charge of $55 million ($39 million after-tax), which is now reflected in loss from discontinued operations in its Consolidated Statement of Income, to write down State Line's long-lived assets to their estimated fair value of less than $1 million. As management was not aware of any recent market transactions for comparable assets with sufficient transparency to develop a market approach to fair value, Dominion used the income approach (discounted cash flows) to estimate the fair value of State Line's long-lived assets in the impairment test. This was considered a Level 3 fair value measurement due to the use of significant unobservable inputs including estimates of future power and other commodity prices. State Line was retired in March 2012 and sold in the second quarter of 2012. See Note 3 for further information.

See Note 3 for non-recurring fair value measurement related to Salem Harbor.

Recurring Fair Value Measurements

Dominion

The following table presents Dominion’s assets and liabilities that are measured at fair value on a recurring basis for each hierarchy level, including both current and noncurrent portions:

	Level 1		Level 2		Level 3		Total
(millions)
At June 30, 2012
Assets:
Derivatives:
Commodity	$	26	$	771	$	210	$	1,007
Interest rate	—		104		—		104
Investments(1):
Equity securities:
U.S.:
Large cap	1,865		—		—		1,865
Other	55		—		—		55
Non-U.S.:
Large cap	10		—		—		10
Fixed income:
Corporate debt instruments	—		299		—		299
U.S. Treasury securities and agency debentures	298		160		—		458
State and municipal	—		360		—		360
Other	—		19		—		19
Cash equivalents and other	—		78		—		78
Restricted cash equivalents	—		70		—		70
Total assets	$	2,254	$	1,861	$	210	$	4,325
Liabilities:
Derivatives:
Commodity	$	10	$	555	$	55	$	620
Interest rate	—		321		—		321
Total liabilities	$	10	$	876	$	55	$	941
At December 31, 2011
Assets:
Derivatives:
Commodity	$	44	$	828	$	93	$	965
Interest rate	—		105		—		105
Investments(1):
Equity securities:
U.S.:
Large cap	1,718		—		—		1,718
Other	51		—		—		51
Non-U.S.:
Large cap	10		—		—		10
Fixed income:
Corporate debt instruments	—		332		—		332
U.S. Treasury securities and agency debentures	277		181		—		458
State and municipal	—		329		—		329
Other	—		23		—		23
Cash equivalents and other	—		60		—		60
Restricted cash equivalents	—		141		—		141
Total assets	$	2,100	$	1,999	$	93	$	4,192
Liabilities:
Derivatives:
Commodity	$	10	$	714	$	164	$	888
Interest rate	—		269		—		269
Total liabilities	$	10	$	983	$	164	$	1,157

(1) Includes investments held in the nuclear decommissioning and rabbi trusts.

The following table presents the net change in Dominion's assets and liabilities measured at fair value on a recurring basis and included in the Level 3 fair value category:

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
(millions)
Beginning balance	$	(61	)	$	(163	)	$	(71	)	$	(50	)
Total realized and unrealized gains (losses):
Included in earnings	12			(22		)	(23		)	(8		)
Included in other comprehensive income (loss)	166			35			171			(59		)
Included in regulatory assets/liabilities	18			(11		)	29			(32		)
Settlements	21			39			51			23
Transfers out of Level 3	(1		)	—			(2		)	4
Ending balance	$	155		$	(122	)	$	155		$	(122	)
The amount of gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets/liabilities still held at the reporting date	$	33		$	27		$	33		$	31

The following table presents Dominion's classification of gains and losses included in earnings in the Level 3 fair value category:

	Operating revenue		Electric fuel and other energy-related purchases			Total
(millions)
Three Months Ended June 30, 2012
Total gains (losses) included in earnings	$	32	$	(20	)	$	12
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets/liabilities still held at the reporting date	33		—			33
Three Months Ended June 30, 2011
Total gains (losses) included in earnings	$	2	$	(24	)	$	(22	)
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets/liabilities still held at the reporting date	27		—			27
Six Months Ended June 30, 2012
Total gains (losses) included in earnings	$	23	$	(46	)	$	(23	)
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets/liabilities still held at the reporting date	33		—			33
Six Months Ended June 30, 2011
Total gains (losses) included in earnings	$	—	$	(8	)	$	(8	)
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets/liabilities still held at the reporting date	31		—			31

Virginia Power

The following table presents Virginia Power’s assets and liabilities that are measured at fair value on a recurring basis for each hierarchy level, including both current and noncurrent portions:

	Level 1		Level 2		Level 3		Total
(millions)
At June 30, 2012
Assets:
Derivatives:
Commodity	$	—	$	1	$	4	$	5
Investments(1):
Equity securities:
U.S.:
Large cap	737		—		—		737
Other	24		—		—		24
Fixed income:
Corporate debt instruments	—		180		—		180
U.S. Treasury securities and agency debentures	116		71		—		187
State and municipal	—		148		—		148
Other	—		14		—		14
Cash equivalents and other	—		35		—		35
Restricted cash equivalents	—		11		—		11
Total assets	$	877	$	460	$	4	$	1,341
Liabilities:
Derivatives:
Commodity	$	—	$	8	$	3	$	11
Interest rate	—		105		—		105
Total liabilities	$	—	$	113	$	3	$	116
At December 31, 2011
Assets:
Derivatives:
Commodity	$	—	$	—	$	2	$	2
Investments(1):
Equity securities:
U.S.:
Large cap	679		—		—		679
Other	23		—		—		23
Fixed income:
Corporate debt instruments	—		214		—		214
U.S. Treasury securities and agency debentures	107		63		—		170
State and municipal	—		125		—		125
Other	—		16		—		16
Cash equivalents and other	—		40		—		40
Restricted cash equivalents	—		32		—		32
Total assets	$	809	$	490	$	2	$	1,301
Liabilities:
Derivatives:
Commodity	$	—	$	17	$	30	$	47
Interest rate	—		100		—		100
Total liabilities	$	—	$	117	$	30	$	147

(1) Includes investments held in the nuclear decommissioning and rabbi trusts.

The following table presents the net change in Virginia Power’s assets and liabilities measured at fair value on a recurring basis and included in the Level 3 fair value category:

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
(millions)
Beginning balance	$	(17	)	$	(7	)	$	(28	)	$	14
Total realized and unrealized gains (losses):
Included in earnings	(19		)	(24		)	(46		)	(8		)
Included in regulatory assets/liabilities	18			(11		)	29			(32		)
Settlements	19			24			46			8
Ending balance	$	1		$	(18	)	$	1		$	(18	)

The gains and losses included in earnings in the Level 3 fair value category were classified in electric fuel and other energy-related purchases in Virginia Power's Consolidated Statements of Income for the three and six months ended June 30, 2012 and 2011. There were no unrealized gains and losses included in earnings in the Level 3 fair value category relating to assets/liabilities still held at the reporting date for the three and six months ended June 30, 2012 and 2011.

Fair Value of Financial Instruments

Substantially all of Dominion’s and Virginia Power’s financial instruments are recorded at fair value, with the exception of the instruments described below that are reported at historical cost. Estimated fair values have been determined using available market information and valuation methodologies considered appropriate by management. The carrying amount of cash and cash equivalents, customer and other receivables, short-term debt and accounts payable are representative of fair value because of the short-term nature of these instruments. For Dominion’s and Virginia Power’s financial instruments that are not recorded at fair value, the carrying amounts and estimated fair values are as follows:

	June 30, 2012				December 31, 2011
	Carrying Amount		Estimated Fair Value(1)		Carrying Amount		Estimated Fair Value(1)
(millions)
Dominion
Long-term debt, including securities due within one year(2)	$	16,638	$	19,672	$	16,264	$	18,936
Long-term debt, VIE(3)	875		880		890		892
Junior subordinated notes payable to affiliates	268		275		268		268
Enhanced junior subordinated notes	1,363		1,457		1,451		1,518
Subsidiary preferred stock(4)	257		268		257		256
Virginia Power
Long-term debt, including securities due within one year(2)	$	7,302	$	8,919	$	6,862	$	8,281
Preferred stock(4)	257		268		257		256

(1) Fair value is estimated using market prices, where available, and interest rates currently available for issuance of debt with similar terms and remaining maturities. All fair value measurements are classified as Level 2. The carrying amount of debt issues with short-term maturities and variable rates refinanced at current market rates is a reasonable estimate of their fair value.

(2) Includes amounts which represent the unamortized discount and premium. At June 30, 2012 and December 31, 2011, includes the valuation of certain fair value hedges associated with Dominion’s fixed rate debt of approximately $103 million and $105 million, respectively.

(3) Includes amounts which represent the unamortized premium.

(4) Includes deferred issuance expenses of $2 million at June 30, 2012 and December 31, 2011.

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Investments

6 Months Ended

Jun. 30, 2012

Investments, Debt and Equity Securities [Abstract]

Investments

Investments

Dominion

Equity and Debt Securities

Rabbi Trust Securities

Marketable equity and debt securities and cash equivalents held in Dominion’s rabbi trusts and classified as trading totaled $91 million and $90 million at June 30, 2012 and December 31, 2011, respectively. Cost method investments held in Dominion’s rabbi trusts totaled $16 million and $17 million at June 30, 2012 and December 31, 2011, respectively.

Decommissioning Trust Securities

Dominion holds marketable equity and debt securities (classified as available-for-sale), cash equivalents and cost method investments in nuclear decommissioning trust funds to fund future decommissioning costs for its nuclear plants. Dominion’s decommissioning trust funds are summarized below.

	Amortized Cost		Total  Unrealized Gains(1)		Total  Unrealized Losses (1)				Fair Value
(millions)
June 30, 2012
Marketable equity securities
U.S.:
Large Cap	$	1,185	$	653	$	—			$	1,838
Other	38		11		—				49
Marketable debt securities:
Corporate bonds	277		23		(1		)		299
U.S. Treasury securities and agency debentures	439		21		(2		)		458
State and municipal	294		24		—				318
Other	18		1		—				19
Cost method investments	128		—		—				128
Cash equivalents and other(2)	77		—		—				77
Total	$	2,456	$	733	$	(3	)	(3)	$	3,186
December 31, 2011
Marketable equity securities:
U.S.:
Large Cap	$	1,152	$	537	$	—			$	1,689
Other	36		10		—				46
Marketable debt securities:
Corporate bonds	314		19		(1		)		332
U.S. Treasury securities and agency debentures	437		20		(1		)		456
State and municipal	264		24		—				288
Other	23		1		—				24
Cost method investments	118		—		—				118
Cash equivalents and other(2)	46		—		—				46
Total	$	2,390	$	611	$	(2	)	(3)	$	2,999

(1) Included in AOCI and the decommissioning trust regulatory liability.

(2) Includes pending sales of securities of $4 million and pending purchases of securities of $11 million at June 30, 2012 and December 31, 2011, respectively.

(3) The fair value of securities in an unrealized loss position was $196 million and $164 million at June 30, 2012 and December 31, 2011, respectively.

The fair value of Dominion’s marketable debt securities held in nuclear decommissioning trust funds at June 30, 2012 by contractual maturity is as follows:

	Amount
(millions)
Due in one year or less	$	100
Due after one year through five years	271
Due after five years through ten years	326
Due after ten years	397
Total	$	1,094

Presented below is selected information regarding Dominion’s marketable equity and debt securities held in nuclear decommissioning trust funds.

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
(millions)
Proceeds from sales	$	349	$	437	$	764	$	939
Realized gains(1)	28		18		56		32
Realized losses(1)	15		12		19		20

(1) Includes realized gains or losses recorded to the decommissioning trust regulatory liability.

Other-than-temporary impairment losses on investments held in nuclear decommissioning trust funds for Dominion were not material for the three or six months ended June 30, 2012 and 2011.

Virginia Power

Decommissioning Trust Securities

Virginia Power holds marketable equity and debt securities (classified as available-for-sale), cash equivalents and cost method investments in nuclear decommissioning trust funds to fund future decommissioning costs for its nuclear plants. Virginia Power’s decommissioning trust funds are summarized below.

	Amortized Cost		Total  Unrealized Gains(1)		Total  Unrealized Losses(1)				Fair Value
(millions)
June 30, 2012
Marketable equity securities:
U.S.:
Large Cap	$	470	$	266	$	—			$	736
Other	19		5		—				24
Marketable debt securities:
Corporate bonds	167		14		(1		)		180
U.S. Treasury securities and agency debentures	183		5		(1		)		187
State and municipal	138		10		—				148
Other	13		1		—				14
Cost method investments	128		—		—				128
Cash equivalents and other(2)	34		—		—				34
Total	$	1,152	$	301	$	(2	)	(3)	$	1,451
December 31, 2011
Marketable equity securities
U.S.:
Large Cap	$	460	$	218	$	—			$	678
Other	18		5		—				23
Marketable debt securities:
Corporate bonds	204		11		(1		)		214
U.S. Treasury securities and agency debentures	166		4		—				170
State and municipal	114		10		—				124
Other	16		1		(1		)		16
Cost method investments	118		—		—				118
Cash equivalents and other(2)	27		—		—				27
Total	$	1,123	$	249	$	(2	)	(3)	$	1,370

(1) Included in AOCI and the decommissioning trust regulatory liability.

(2) Includes pending purchases of securities of $1 million and $13 million at June 30, 2012 and December 31, 2011, respectively.

(3) The fair value of securities in an unrealized loss position was $104 million and $99 million at June 30, 2012 and December 31, 2011, respectively.

The fair value of Virginia Power’s debt securities at June 30, 2012 by contractual maturity is as follows:

	Amount
(millions)
Due in one year or less	$	22
Due after one year through five years	129
Due after five years through ten years	190
Due after ten years	188
Total	$	529

Presented below is selected information regarding Virginia Power’s marketable equity and debt securities.

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
(millions)
Proceeds from sales	$	162	$	253	$	353	$	596
Realized gains(1)	10		6		21		11
Realized losses(1)	5		4		7		8

(1) Includes realized gains or losses recorded to the decommissioning trust regulatory liability.

Other-than-temporary impairment losses on investments for Virginia Power were not material for the three and six months ended June 30, 2012 and 2011.

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Regulatory Matters (Narrative) (Details) (USD $)	1 Months Ended	6 Months Ended		1 Months Ended	6 Months Ended														3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended
	Mar. 31, 2010 Virginia Electric and Power Company	Jun. 30, 2012 Virginia Electric and Power Company	Jun. 30, 2012 Virginia Electric and Power Company Minimum	May 31, 2012 Virginia Electric and Power Company Virginia Regulation	Jun. 30, 2012 Virginia Electric and Power Company Virginia Regulation Rider T1	Jun. 30, 2012 Virginia Electric and Power Company Virginia Regulation Rider T1 Minimum	Jun. 30, 2012 Virginia Electric and Power Company Virginia Regulation Rider T1 Maximum	Jun. 30, 2012 Virginia Electric and Power Company Virginia Regulation Rider T	Jun. 30, 2012 Virginia Electric and Power Company Virginia Regulation Rider R and S	Jun. 30, 2012 Virginia Electric and Power Company Virginia Regulation Rider R April 2013	Jun. 30, 2012 Virginia Electric and Power Company Virginia Regulation Rider R April 2014	Jun. 30, 2012 Virginia Electric and Power Company Virginia Regulation Rider S April 2013	Jun. 30, 2012 Virginia Electric and Power Company Virginia Regulation Rider S April 2014	Jun. 30, 2012 Virginia Electric and Power Company Virginia Regulation Rider B	Jun. 30, 2012 Virginia Electric and Power Company Virginia Regulation Rider W	Jun. 30, 2012 Virginia Electric and Power Company Virginia Regulation Riders C1 and C2 Residential Customers DSM_Programs	Jun. 30, 2012 Virginia Electric and Power Company Virginia Regulation Riders C1 and C2 Commercial Customers DSM_Programs	Jun. 30, 2012 Virginia Electric and Power Company Virginia Regulation Riders C1 and C2 Peak Shaving	Mar. 31, 2012 East Ohio Ohio Regulation Uncollectible Expense Rider Subsequent Event	Jun. 30, 2012 East Ohio Ohio Regulation Percentage Of Income Payment Plan Rider Subsequent Event	Jun. 30, 2012 Scenario, Forecast East Ohio Ohio Regulation Uncollectible Expense Rider Subsequent Event	Jun. 30, 2012 Scenario, Forecast East Ohio Ohio Regulation Percentage Of Income Payment Plan Rider Subsequent Event
Regulatory Matters [Line Items]
Authorized ROE		11.40%							11.40%					12.40%	11.40%
Incentive for 4 electric transmission enhancement projects		1.50%
Incentive for 7 electric transmission enhancement projects		1.25%
Costs claimed to be unjust and excluded from transmission formula rate	$ 223,000,000
Potential settlement required annual payment for 10 Years		250,000
Liability due to change in estimate of future billing adjustments			33,000,000
Proposed revenue requirement decrease				389,000,000
Proposed revenue requirement					373,000,000			473,000,000		81,000,000	75,000,000	249,000,000	229,000,000	12,000,000	86,000,000
Proposed increase decrease revenue requirement						100,000,000	18,000,000
Basis points enhancement to ROE									1.00%					2.00%	1.00%
DSM Programs																4	2
Period for DSM Programs																5 years	5 years	5 years
Cost Cap																90,000,000	45,000,000	14,000,000
Number of DSM Programs Rejected																1	1
Elimination of accumulated unrecovered bad debt expense																			1,000,000
Recovery of prospective bad debt expense																					23,000,000
Refund of overrecovery of accumulated arrearages																				70,000,000
Period for refund of overrecovery of accumulated arrearages																				2 years
Recovery of projected deferred program costs																						$ 104,000,000

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Significant Financing Transactions - (Narrative) (Details) (USD $) In Millions, except Share data, unless otherwise specified	6 Months Ended			1 Months Ended
	Jun. 30, 2012 Convertible Debt	Jun. 30, 2012 Convertible Debt Minimum	Jun. 30, 2012 Convertible Debt Maximum	Feb. 28, 2012 September 2006 hybrids	Mar. 31, 2012 September 2006 hybrids	Jun. 30, 2012 Virginia Electric and Power Company	Jan. 31, 2012 Virginia Electric and Power Company
Credit facility						$ 120
Senior Notes							450
Senior notes interest rates (percentage)							2.95%
Contingent convertible senior notes	82
Conversion rate, shares of common stock per $1,000 principal amount of senior notes (in shares)	29.1516
Principal amount of senior notes	$ 1,000
Conversion rate, shares of common stock per $1,000 principal amount of senior notes, conversion price	$ 34.30
Average Trading Price Principal Amount Of Senior Notes (percentage)	120.00%
Minimum consecutive trading days (days)		20 days
Maximum consecutive trading days (days)			30 days
Debt conversion converted instrument amount	61
Tender offer to purchase hybrid subordinated notes				150
Purchased and cancelled of junior subordinated notes					$ 86

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Regulatory Assets and Liabilities (Narrative) (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012
Entity Information [Line Items]
Regulatory assets past expenditures not earning return	$ 262
Period expenditures not earning return are to be recovered	2 years
Virginia Electric and Power Company
Entity Information [Line Items]
Regulatory assets past expenditures not earning return	$ 208

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Regulatory Assets and Liabilities (Tables)

6 Months Ended

Jun. 30, 2012

Regulatory Assets and Liabilities Disclosure [Abstract]

Schedule Of Regulatory Assets And Liablities

Regulatory assets and liabilities include the following:

	June 30, 2012		December 31, 2011
(millions)
Dominion
Regulatory assets:
Deferred cost of fuel used in electric generation(1)	$	78	$	249
Deferred rate adjustment clause costs(2)	70		113
Other	114		179
Regulatory assets-current(3)	262		541
Unrecognized pension and other postretirement benefit costs(4)	861		887
Income taxes recoverable through future rates(5)	135		121
Derivatives(6)	107		49
Deferred rate adjustment clause costs(2)	104		72
Other	121		253
Regulatory assets-non-current	1,328		1,382
Total regulatory assets	$	1,590	$	1,923
Regulatory liabilities:
PIPP(7)	$	78	$	58
Provision for rate proceedings(8)	51		150
Other	36		35
Regulatory liabilities-current(9)	165		243
Provision for future cost of removal and AROs(10)	939		901
Decommissioning trust(11)	457		399
Other	40		24
Regulatory liabilities-non-current	1,436		1,324
Total regulatory liabilities	$	1,601	$	1,567
Virginia Power
Regulatory assets:
Deferred cost of fuel used in electric generation(1)	$	78	$	249
Deferred rate adjustment clause costs(2)	70		113
Other	70		117
Regulatory assets-current(3)	218		479
Income taxes recoverable through future rates(5)	109		100

Derivatives(6)	107		49
Deferred rate adjustment clause costs(2)	104		70
Other	43		180
Regulatory assets-non-current	363		399
Total regulatory assets	$	581	$	878
Regulatory liabilities:
Provision for rate proceedings(8)	$	51	$	150
Other	28		28
Regulatory liabilities-current(9)	79		178
Provision for future cost of removal(10)	720		687
Decommissioning trust(11)	457		399
Other	27		9
Regulatory liabilities-non-current	1,204		1,095
Total regulatory liabilities	$	1,283	$	1,273

(1) Primarily reflects deferred fuel expenses for the Virginia jurisdiction of Virginia Power's generation operations. See Note 11 for more information.

(2) Reflects deferrals under the electric transmission FERC formula rate and the deferral of costs associated with certain riders. See Note 11 for more information.

(3) Current regulatory assets are presented in other current assets in Dominion's and Virginia Power's Consolidated Balance Sheets.

(4) Represents unrecognized pension and other postretirement benefit costs expected to be recovered through future rates by certain of Dominion's rate-regulated subsidiaries.

(5) Amounts to be recovered through future rates to pay income taxes that become payable when rate revenue is provided to recover AFUDC-equity and depreciation of property, plant and equipment for which deferred income taxes were not recognized for ratemaking purposes, including amounts attributable to tax rate changes.

(6) For jurisdictions subject to cost-based rate regulation, changes in the fair value of derivative instruments result in the recognition of regulatory assets or regulatory liabilities as they are expected to be recovered from or refunded to customers.

(7) Under PIPP, eligible customers can receive energy assistance based on their ability to pay. The difference between the customer's total bill and the PIPP plan amount is deferred and collected or returned annually under the PIPP rider according to East Ohio tariff provisions. See Note 11 for more information.

(8) Reflects a reserve associated with the settlement of Virginia Power's 2009 base rate case proceedings and associated with the Biennial Review Order.

(9) Current regulatory liabilities are presented in other current liabilities in Dominion's and Virginia Power's Consolidated Balance Sheets.

(10) Rates charged to customers by the Companies' regulated businesses include a provision for the cost of future activities to remove assets that are expected to be incurred at the time of retirement.

(11) Primarily reflects a regulatory liability representing amounts collected from Virginia jurisdictional customers and placed in external trusts (including income, losses and changes in fair value thereon) for the future decommissioning of Virginia Power's utility nuclear generation stations, in excess of the related ARO.

A

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Fair Value Measurements (Gains and Losses Included in Earnings in the Level 3 Fair Value Category) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Total gains (losses) included in earnings	$ 12	$ (22)	$ (23)	$ (8)
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets/liabilities still held at the reporting date	33	27	33	31
Operating revenue
Total gains (losses) included in earnings	32	2	23	0
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets/liabilities still held at the reporting date	33	27	33	31
Electric fuel and other energy-related purchases
Total gains (losses) included in earnings	(20)	(24)	(46)	(8)
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets/liabilities still held at the reporting date	$ 0	$ 0	$ 0	$ 0

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2012

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

As a result of issues generated in the ordinary course of business, Dominion and Virginia Power are involved in legal proceedings before various courts and are periodically subject to governmental examinations (including by regulatory authorities), inquiries and investigations. Certain legal proceedings and governmental examinations involve demands for unspecified amounts of damages, are in an initial procedural phase, involve uncertainty as to the outcome of pending appeals or motions, and/or involve significant factual issues that need to be resolved, such that it is not possible for the Companies to estimate a range of possible loss. For matters for which the Companies cannot estimate a range of possible loss, a statement to this effect is made in the description of the matter. Other matters may have progressed sufficiently through the litigation or investigative processes such that the Companies are able to estimate a range of possible loss. For legal proceedings and governmental examinations for which the Companies are able to reasonably estimate a range of possible losses, an estimated range of possible loss is provided, in excess of the accrued liability (if any) for such matters. Estimated ranges of loss are inclusive of legal fees and net of any anticipated insurance recoveries. This estimated range is based on currently available information and involves elements of judgment and significant uncertainties. This estimated range of possible loss may not represent the Companies' maximum possible loss exposure. The circumstances of such legal proceedings and governmental examinations will change from time to time and actual results may vary significantly from the current estimate. For current proceedings not specifically reported below, management does not anticipate that the liabilities, if any, arising from such proceedings would have a material effect on Dominion's or Virginia Power's financial position, liquidity or results of operations.

Environmental Matters

Dominion and Virginia Power are subject to costs resulting from a number of federal, state and local laws and regulations designed to protect human health and the environment. These laws and regulations affect future planning and existing operations. They can result in increased capital, operating and other costs as a result of compliance, remediation, containment and monitoring obligations.

Air

The CAA is a comprehensive program utilizing a broad range of regulatory tools to protect and preserve the nation's air quality. At a minimum, states are required to establish regulatory programs to address all requirements of the CAA. However, states may choose to develop regulatory programs that are more restrictive. Many of Dominion's and Virginia Power's facilities are subject to the CAA's permitting and other requirements.

On December 21, 2011, the EPA issued MATS for coal and oil-fired electric utility steam generating units. The rule establishes strict emission limits for mercury, particulate matter as a surrogate for toxic metals and hydrogen chloride as a surrogate for acid gases. The rule includes a limited use provision for oil-fired units with annual capacity factors under 8% that provides an exemption from emission limits, and allows compliance with operational work practice standards. Compliance will be required by April 16, 2015, with certain limited exceptions. The Companies do not expect the future costs of compliance with this rule to have a material effect on results of operations, financial condition, and/or cash flows. Dominion continues to be governed by individual state mercury emission reduction regulations in Massachusetts and Illinois that are largely unaffected by this rule.

In July 2011, the EPA issued a final replacement rule for CAIR, called CSAPR, that requires 28 states to reduce power plant emissions that cross state lines. CSAPR establishes new SO₂ and NO_x emissions cap and trade programs that are completely independent of the current ARP. Specifically, CSAPR requires reductions in SO₂ and NO_x emissions from fossil fuel-fired electric generating units of 25 MW or more through annual NO_x emissions caps, NO_x emissions caps during the ozone season (May 1 through September 30) and annual SO₂ emission caps with differing requirements for two groups of affected states.

With respect to Dominion's generation fleet, the cost to comply with the rule is not expected to be material. However, following numerous petitions by industry participants for review and motions for stay, the U.S. Court of Appeals for the D.C. Circuit issued a ruling in December 2011 to stay CSAPR pending judicial review. In February and June 2012, the EPA issued technical revisions to CSAPR that are not material to Dominion. Future outcomes of litigation and/or any additional action to further modify the rule could affect the assessment regarding cost of compliance. While the stay of CSAPR is in effect, the EPA will continue to administer CAIR.

In May 2012, the EPA issued final designations for the 75-ppb ozone air quality standard. Several Dominion electric generating facilities are located in areas impacted by this standard. As part of the standard, states will be required to develop and implement plans to address sources emitting pollutants which contribute to the formation of ozone. Until the states have developed implementation plans, Dominion is unable to predict whether or to what extent the new rules will ultimately require additional controls.

In February 2008, Dominion received a request for information pursuant to Section 114 of the CAA from the EPA. The request concerns historical operating changes and capital improvements undertaken at State Line and Kincaid. In April 2009, Dominion received a second request for information. Dominion provided information in response to both requests. Also in April 2009, Dominion received a Notice and Finding of Violations from the EPA claiming violations of the CAA New Source Review requirements, NSPS, the Title V permit program and the stations' respective State Implementation Plans. The Notice states that the EPA may issue an order requiring compliance with the relevant CAA provisions and may seek injunctive relief and/or civil penalties, all pursuant to the EPA's enforcement authority under the CAA.

Dominion believes that it complied with applicable laws and the EPA regulations and interpretations in effect at the time the work in question took place. The CAA authorizes maximum civil penalties of $25,000 to $37,500 per day, per violation at each generating unit, depending on the date of the alleged violation. In addition to any such penalties that may be awarded, an adverse outcome could require substantial capital expenditures or affect the timing of currently budgeted capital expenditures. Such expenditures could affect future results of operations, cash flows, and financial condition. Dominion is currently unable to make an estimate of the potential financial statement impacts related to these matters.

Water

The CWA is a comprehensive program requiring a broad range of regulatory tools including a permit program to authorize and regulate discharges to surface waters with strong enforcement mechanisms. Dominion and Virginia Power must comply with all aspects of the CWA programs at their operating facilities.

In October 2003, the EPA and the Massachusetts Department of Environmental Protection each issued new NPDES permits for Brayton Point. The new permits contained identical conditions that in effect require the installation of cooling towers to address concerns over the withdrawal and discharge of cooling water. As of the end of the second quarter of 2012, construction of the cooling towers was essentially complete. The total cost to install these cooling towers is approximately $570 million, with remaining expenditures of approximately $25 million.

In September 2010, Millstone's NPDES permit was reissued under the CWA. The conditions of the permit require an evaluation of control technologies that could result in additional expenditures in the future, however, Dominion cannot currently predict the outcome of this evaluation. In October 2010, the permit issuance was appealed to the state court by a private plaintiff. The permit is expected to remain in effect during the appeal. Dominion is currently unable to make an estimate of the potential financial statement impacts related to this matter.

Solid and Hazardous Waste

The CERCLA, as amended, provides for immediate response and removal actions coordinated by the EPA in the event of threatened releases of hazardous substances into the environment and authorizes the U.S. government either to clean up sites at which hazardous substances have created actual or potential environmental hazards or to order persons responsible for the situation to do so. Under the CERCLA, as amended, generators and transporters of hazardous substances, as well as past and present owners and operators of contaminated sites, can be strictly, jointly and severally liable for the cost of cleanup. These potentially responsible parties can be ordered to perform a cleanup, be sued for costs associated with an EPA-directed cleanup, voluntarily settle with the U.S. government concerning their liability for cleanup costs, or voluntarily begin a site investigation and site remediation under state oversight.

From time to time, Dominion or Virginia Power may be identified as a potentially responsible party to a Superfund site. The EPA (or a state) can either allow such a party to conduct and pay for a remedial investigation, feasibility study and remedial action or conduct the remedial investigation and action itself and then seek reimbursement from the potentially responsible parties. Each party can be held jointly, severally and strictly liable for the cleanup costs. These parties can also bring contribution actions against each other and seek reimbursement from their insurance companies. As a result, Dominion or Virginia Power may be responsible for the costs of remedial investigation and actions under the Superfund law or other laws or regulations regarding the remediation of waste. Except as noted below, the Companies do not believe this will have a material effect on results of operations, financial condition and/or cash flows.

In September 2011, the EPA issued a UAO to Virginia Power and 22 other parties, ordering specific remedial action of certain areas at the Ward Transformer Superfund site located in Raleigh, North Carolina. Virginia Power does not believe it is a liable party under CERCLA based on its alleged connection to the site. In November 2011, Virginia Power and a number of other parties notified the EPA that they are declining to undertake the work set forth in the UAO.

The EPA may seek to enforce a UAO in court pursuant to its enforcement authority under CERCLA, and may seek recovery of its costs in undertaking removal or remedial action. If the court determines that a respondent failed to comply with the UAO without sufficient cause, the EPA may also seek civil penalties of up to $37,500 per day for the violation and punitive damages of up to three times the costs incurred by the EPA as a result of the party's failure to comply with the UAO. Virginia Power is currently unable to make an estimate of the potential financial statement impacts related to the Ward Transformer matter.

Dominion has determined that it is associated with 17 former manufactured gas plant sites. Studies conducted by other utilities at their former manufactured gas plant sites have indicated that those sites contain coal tar and other potentially harmful materials. None of the 17 former sites with which Dominion is associated is under investigation by any state or federal environmental agency. At one of the former sites, Dominion is conducting a state-approved post closure groundwater monitoring program and an environmental land use restriction has been recorded. Another site has been accepted into a state-based voluntary remediation program. Dominion is currently evaluating the nature and extent of the contamination from this site as well as potential remedial options, but is not yet able to estimate the future remediation costs. Due to the uncertainty surrounding these sites, Dominion is unable to make an estimate of the potential financial statement impacts related to these sites.

Climate Change Legislation and Regulation

Massachusetts, Rhode Island and Connecticut, among other states, have joined RGGI, a multi-state effort to reduce CO₂ emissions in the Northeast implemented through state specific regulations. Under the initiative, aggregate CO₂ emissions from power plants in participating states are required to be stabilized at current levels from 2009 to 2015. Further reductions from current levels would be required to be phased in starting in 2016 such that by 2019 there would be a 10% reduction in participating state power plant CO₂ emissions. During 2012, RGGI is undergoing a program review which could impact regulations and implementation of RGGI. The impact of this program review on Dominion's fossil fired generation operations in RGGI states is unknown at this time, and Dominion is currently unable to make an estimate of the potential financial statement impacts related to these matters.

Three of Dominion's facilities, Brayton Point, Salem Harbor and Manchester Street, are subject to RGGI. Beginning with calendar year 2009, RGGI requires that Dominion cover each ton of CO₂ direct stack emissions from these facilities with either an allowance or an offset. The allowances can be purchased through auction or through a secondary market. Dominion has periodically participated in RGGI allowance auctions to date and has procured allowances to meet its estimated compliance requirements under RGGI's current requirement for 2012 through 2013 and most of 2014, therefore Dominion does not expect compliance with RGGI to have a material impact on its results of operations or financial condition. During June 2011, a lawsuit was filed in New York seeking to retroactively rescind RGGI participation by that state. A percentage of Dominion's RGGI allowances had been acquired from New York. The allocated value of these allowances totaled approximately $38 million, of which all have been expensed as consumed for RGGI Phase I compliance. In February 2012, Dominion surrendered these New York RGGI allowances for the RGGI Phase I compliance period and therefore does not expect any significant financial statement impacts from this lawsuit as it no longer holds allowances issued by the state of New York. In June 2012, a New York state court dismissed the lawsuit. An appeal was filed in July 2012.

MF Global

Prior to October 31, 2011, certain of Dominion's subsidiaries executed certain commodity transactions on exchanges using MF Global, an FCM registered with the CFTC. In order to secure its potential exposure on these commodity transactions, Dominion posted certain required margin collateral with MF Global. The parent company of MF Global, MF Global Holdings Ltd., filed for bankruptcy relief under Chapter 11 of the U.S. Bankruptcy Code on October 31, 2011. On the same date, the U.S. District Court for the Southern District of New York appointed a trustee to oversee the liquidation of MF Global pursuant to the Securities Investor Protection Act.

In accordance with court-approved procedures, Dominion transferred to other FCMs all open positions executed using MF Global. The initial margin posted for these open positions at October 31, 2011 was approximately $73 million. Dominion has received approximately $8 million of this amount through the liquidation process to date.

At this time, the MF Global trustee is determining the final amounts that will be recoverable and ultimately distributed to MF Global's customers. As part of this process, the trustee has filed claims in the insolvency proceeding of MF Global affiliates in various foreign jurisdictions, including the United Kingdom, which claims are still pending. Due to the uncertainty surrounding the ultimate recovery on the claims filed by the MF Global trustee in the United Kingdom and elsewhere, the uncertain timing of such recovery, and the potential dilution of such recovered funds in the liquidation process, Dominion is unable to estimate the loss, if any, associated with its remaining margin claims or when it will receive any additional recoveries on such claims.

Nuclear Matters

In March 2011, a magnitude 9.0 earthquake and subsequent tsunami caused significant damage at the Fukushima Daiichi nuclear power station in northeast Japan. These events have resulted in significant nuclear safety reviews required by the NRC and industry groups such as INPO. Like other U.S. nuclear operators, Dominion has been gathering supporting data and participating in industry initiatives focused on the ability to respond to and mitigate the consequences of design-basis and beyond-design-basis events at its stations. 

In July 2011, an NRC task force provided initial recommendations based on its review of the Fukushima Daiichi accident and in October 2011 the NRC staff prioritized these recommendations into Tiers 1, 2 and 3, with the Tier 1 recommendations consisting of actions which the staff determined should be started without unnecessary delay. In December 2011, the NRC Commissioners approved the agency staff's prioritization and recommendations; and that same month an appropriations act directed the NRC to require reevaluation of external hazards (not limited to seismic and flooding hazards) as soon as possible.

Based on the prioritized recommendations, in March 2012, the NRC issued orders and information requests requiring specific reviews and actions to all operating reactors, construction permit holders and combined license holders based on the lessons learned from the Fukushima Daiichi event. The orders applicable to Dominion require implementation of safety enhancements related to mitigation strategies to respond to extreme natural events resulting in the loss of power at plants, and enhancing spent fuel pool instrumentation. The orders require prompt implementation of the safety enhancements and completion of implementation within two refueling outages or by December 31, 2016, whichever comes first. The information requests issued by the NRC request each reactor to reevaluate the seismic and flooding hazards at their site using present-day methods and information, conduct walkdowns of their facilities to ensure protection against the hazards in their current design basis, and to reevaluate their emergency communications systems and staffing levels. Dominion and Virginia Power do not currently expect that compliance with the NRC's March 2012 orders and information requests will materially impact their financial position, results of operations or cash flows during the approximately four-year implementation period. The NRC staff is evaluating the implementation of the longer term Tier 2 and Tier 3 recommendations. Dominion and Virginia Power are currently unable to estimate the potential financial impacts related to compliance with Tier 2 and Tier 3 recommendations.

Guarantees

Dominion

At June 30, 2012, Dominion had issued $86 million of guarantees, primarily to support equity method investees. No significant amounts related to these guarantees have been recorded. As of June 30, 2012, Dominion’s exposure under these guarantees was $45 million, primarily related to certain reserve requirements associated with non-recourse financing.

Dominion also enters into guarantee arrangements on behalf of its consolidated subsidiaries, primarily to facilitate their commercial transactions with third parties. To the extent that a liability subject to a guarantee has been incurred by one of Dominion's consolidated subsidiaries, that liability is included in its Consolidated Financial Statements. Dominion is not required to recognize liabilities for guarantees issued on behalf of its subsidiaries unless it becomes probable that it will have to perform under the guarantees. Terms of the guarantees typically end once obligations have been paid. Dominion currently believes it is unlikely that it would be required to perform or otherwise incur any losses associated with guarantees of its subsidiaries' obligations.

At June 30, 2012, Dominion had issued the following subsidiary guarantees:

	Stated Limit		Value(1)
(millions)
Subsidiary debt(2)	$	363	$	363
Commodity transactions(3)	3,107		263
Nuclear obligations(4)	231		54
Other(5)	487		38
Total	$	4,188	$	718

(1) Represents the estimated portion of the guarantee's stated limit that is utilized as of June 30, 2012 based upon prevailing economic conditions and fact patterns specific to each guarantee arrangement. For those guarantees related to obligations that are recorded as liabilities by Dominion's subsidiaries, the value includes the recorded amount.

(2) Guarantees of debt of certain DEI subsidiaries. In the event of default by the subsidiaries, Dominion would be obligated to repay such amounts.

(3) Guarantees related to energy trading and marketing activities and other commodity commitments of certain subsidiaries, including subsidiaries of Virginia Power and DEI. These guarantees were provided to counterparties in order to facilitate physical and financial transactions in gas, oil, electricity, pipeline capacity, transportation and related commodities and services. If any of these subsidiaries fail to perform or pay under the contracts and the counterparties seek performance or payment, Dominion would be obligated to satisfy such obligation. Dominion and its subsidiaries receive similar guarantees as collateral for credit extended to others. The value provided includes certain guarantees that do not have stated limits.

(4) Guarantees related to certain DEI subsidiaries' potential retrospective premiums that could be assessed if there is a nuclear incident under Dominion's nuclear insurance programs and guarantees for a DEI subsidiary's and Virginia Power's commitment to buy nuclear fuel. Excludes Dominion's agreement to provide up to $150 million and $60 million to two DEI subsidiaries to pay the operating expenses of Millstone and Kewaunee, respectively, in the event of a prolonged outage, as part of satisfying certain NRC requirements concerned with ensuring adequate funding for the operations of nuclear power stations.

(5) Guarantees related to other miscellaneous contractual obligations such as leases, environmental obligations and construction projects. Also includes guarantees related to certain DEI subsidiaries' obligations for equity capital contributions and energy generation associated with Fowler Ridge and NedPower.

Surety Bonds and Letters of Credit

As of June 30, 2012, Dominion had purchased $165 million of surety bonds, including $72 million at Virginia Power, and authorized the issuance of standby letters of credit by financial institutions of $36 million, including $15 million at Virginia Power, to facilitate commercial transactions by its subsidiaries with third parties. Under the terms of the surety bonds, the Companies are obligated to indemnify the respective surety bond company for any amounts paid.

Merchant Generation Operations

Dominion continually reviews its portfolio of assets to determine which assets fit strategically and support its objectives to improve return on invested capital and shareholder value. If Dominion identifies assets that do not support its objectives, it may consider such assets for divestiture. In connection with this effort, in the first quarter of 2011, Dominion decided to pursue the sale of Kewaunee. If these efforts are successful, Dominion may be required to present Kewaunee's assets and liabilities that are subject to sale as held for sale in its Consolidated Balance Sheet and Kewaunee's results of operations in discontinued operations in its Consolidated Statements of Income. Held for sale classification would require that amounts be recorded at the lower of book value or sale price less costs to sell and could result in the recording of an impairment charge. Any sale of Kewaunee would be subject to the approval of Dominion's Board of Directors, as well as applicable state and federal approvals.

Nuclear Operations

Spent Nuclear Fuel

Dominion and Virginia Power entered into contracts with the DOE for the disposal of spent nuclear fuel under provisions of the Nuclear Waste Policy Act of 1982. The DOE failed to begin accepting the spent fuel on January 31, 1998, the date provided by the Nuclear Waste Policy Act and by the Companies' contracts with the DOE. The Companies have previously received damages award payments and settlement payments related to these contracts.

Dominion and Virginia Power are presently seeking to resolve additional claims for damages incurred at Surry, North Anna and Millstone after June 30, 2006, and additional claims for damages incurred at Kewaunee after December 31, 2008. In May 2012, Dominion made formal offers of settlement to the Authorized Representative of the Attorney General for resolution of claims incurred at Millstone for the period July 1, 2006 through December 31, 2010 and periodic payments after that date, and for resolution of claims incurred at Kewaunee for the period January 1, 2009 through December 31, 2010 and periodic payments after that date. These offers have not yet been formally accepted by the government, and will not be effective until such formal acceptance is received. Dominion believes it is probable that its offers will be accepted by the government. In June 2012, Dominion and Virginia Power filed lawsuits in the U.S. Court of Federal Claims for Millstone, Surry and North Anna against DOE requesting additional damages for the period July 1, 2006 through December 31, 2010.

Dominion recognizes receivables for certain spent nuclear fuel-related costs that it believes are probable of recovery from the DOE. At June 30, 2012, Dominion's and Virginia Power's receivables for spent nuclear fuel-related costs totaled $122 million and $88 million, respectively.

Dominion will continue to manage its spent fuel until it is accepted by the DOE.

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Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2012

Accounting Policies [Abstract]

General

In Dominion’s and Virginia Power’s opinion, the accompanying unaudited Consolidated Financial Statements contain all adjustments necessary to present fairly their financial position as of June 30, 2012, their results of operations for the three and six months ended June 30, 2012 and 2011 and their cash flows for the six months ended June 30, 2012 and 2011. Such adjustments are normal and recurring in nature unless otherwise noted.

The Companies make certain estimates and assumptions in preparing their Consolidated Financial Statements in accordance with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods presented. Actual results may differ from those estimates.

Dominion’s and Virginia Power’s accompanying unaudited Consolidated Financial Statements include, after eliminating intercompany transactions and balances, their accounts and those of their respective majority-owned subsidiaries and those VIEs where Dominion has been determined to be the primary beneficiary.

The results of operations for interim periods are not necessarily indicative of the results expected for the full year. Information for quarterly periods is affected by seasonal variations in sales, rate changes, electric fuel and other energy-related purchases, purchased gas expenses and other factors.

Certain amounts in Dominion’s and Virginia Power’s 2011 Consolidated Financial Statements and Notes have been reclassified to conform to the 2012 presentation for comparative purposes. The reclassifications did not affect the Companies’ net income, total assets, liabilities, equity or cash flows.

Amounts disclosed for Dominion are inclusive of Virginia Power, where applicable.

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Fair Value Measurements (Assets and Liabilities that are Measured at Fair Value on a Recurring Basis) (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012		Dec. 31, 2011
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets	$ 210
Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	4,325		4,192
Total liabilities	941		1,157
Fair Value, Measurements, Recurring | Commodity Contract
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets	1,007		965
Derivative Liabilities	620		888
Fair Value, Measurements, Recurring | Interest Rate Contract
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets	104		105
Derivative Liabilities	321		269
Fair Value, Measurements, Recurring | Equity Securities | Large cap | United States
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	1,865	[1]	1,718	[1]
Fair Value, Measurements, Recurring | Equity Securities | Large cap | Non United States
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	10	[1]	10	[1]
Fair Value, Measurements, Recurring | Equity Securities | Equity securities, other | United States
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	55	[1]	51	[1]
Fair Value, Measurements, Recurring | Fixed Income Securities | Corporate Debt Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	299	[1]	332	[1]
Fair Value, Measurements, Recurring | Fixed Income Securities | U.S. Treasury securities and agency debentures
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	458	[1]	458	[1]
Fair Value, Measurements, Recurring | Fixed Income Securities | State and municipal
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	360	[1]	329	[1]
Fair Value, Measurements, Recurring | Fixed Income Securities | Debt securities, other
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	19	[1]	23	[1]
Fair Value, Measurements, Recurring | Cash equivalents and other
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	78	[1]	60	[1]
Fair Value, Measurements, Recurring | Restricted cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	70	[1]	141	[1]
Fair Value, Measurements, Recurring | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	2,254		2,100
Total liabilities	10		10
Fair Value, Measurements, Recurring | Level 1 | Commodity Contract
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets	26		44
Derivative Liabilities	10		10
Fair Value, Measurements, Recurring | Level 1 | Interest Rate Contract
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets	0		0
Derivative Liabilities	0		0
Fair Value, Measurements, Recurring | Level 1 | Equity Securities | Large cap | United States
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	1,865	[1]	1,718	[1]
Fair Value, Measurements, Recurring | Level 1 | Equity Securities | Large cap | Non United States
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	10	[1]	10	[1]
Fair Value, Measurements, Recurring | Level 1 | Equity Securities | Equity securities, other | United States
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	55	[1]	51	[1]
Fair Value, Measurements, Recurring | Level 1 | Fixed Income Securities | Corporate Debt Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	0	[1]	0	[1]
Fair Value, Measurements, Recurring | Level 1 | Fixed Income Securities | U.S. Treasury securities and agency debentures
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	298	[1]	277	[1]
Fair Value, Measurements, Recurring | Level 1 | Fixed Income Securities | State and municipal
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	0	[1]	0	[1]
Fair Value, Measurements, Recurring | Level 1 | Fixed Income Securities | Debt securities, other
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	0	[1]	0	[1]
Fair Value, Measurements, Recurring | Level 1 | Cash equivalents and other
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	0	[1]	0	[1]
Fair Value, Measurements, Recurring | Level 1 | Restricted cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	0	[1]	0	[1]
Fair Value, Measurements, Recurring | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	1,861		1,999
Total liabilities	876		983
Fair Value, Measurements, Recurring | Level 2 | Commodity Contract
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets	771		828
Derivative Liabilities	555		714
Fair Value, Measurements, Recurring | Level 2 | Interest Rate Contract
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets	104		105
Derivative Liabilities	321		269
Fair Value, Measurements, Recurring | Level 2 | Equity Securities | Large cap | United States
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	0	[1]	0	[1]
Fair Value, Measurements, Recurring | Level 2 | Equity Securities | Large cap | Non United States
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	0	[1]	0	[1]
Fair Value, Measurements, Recurring | Level 2 | Equity Securities | Equity securities, other | United States
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	0	[1]	0	[1]
Fair Value, Measurements, Recurring | Level 2 | Fixed Income Securities | Corporate Debt Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	299	[1]	332	[1]
Fair Value, Measurements, Recurring | Level 2 | Fixed Income Securities | U.S. Treasury securities and agency debentures
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	160	[1]	181	[1]
Fair Value, Measurements, Recurring | Level 2 | Fixed Income Securities | State and municipal
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	360	[1]	329	[1]
Fair Value, Measurements, Recurring | Level 2 | Fixed Income Securities | Debt securities, other
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	19	[1]	23	[1]
Fair Value, Measurements, Recurring | Level 2 | Cash equivalents and other
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	78	[1]	60	[1]
Fair Value, Measurements, Recurring | Level 2 | Restricted cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	70	[1]	141	[1]
Fair Value, Measurements, Recurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	210		93
Total liabilities	55		164
Fair Value, Measurements, Recurring | Level 3 | Commodity Contract
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets	210		93
Derivative Liabilities	55		164
Fair Value, Measurements, Recurring | Level 3 | Interest Rate Contract
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets	0		0
Derivative Liabilities	0		0
Fair Value, Measurements, Recurring | Level 3 | Equity Securities | Large cap | United States
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	0	[1]	0	[1]
Fair Value, Measurements, Recurring | Level 3 | Equity Securities | Large cap | Non United States
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	0	[1]	0	[1]
Fair Value, Measurements, Recurring | Level 3 | Equity Securities | Equity securities, other | United States
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	0	[1]	0	[1]
Fair Value, Measurements, Recurring | Level 3 | Fixed Income Securities | Corporate Debt Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	0	[1]	0	[1]
Fair Value, Measurements, Recurring | Level 3 | Fixed Income Securities | U.S. Treasury securities and agency debentures
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	0	[1]	0	[1]
Fair Value, Measurements, Recurring | Level 3 | Fixed Income Securities | State and municipal
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	0	[1]	0	[1]
Fair Value, Measurements, Recurring | Level 3 | Fixed Income Securities | Debt securities, other
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	0	[1]	0	[1]
Fair Value, Measurements, Recurring | Level 3 | Cash equivalents and other
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	0	[1]	0	[1]
Fair Value, Measurements, Recurring | Level 3 | Restricted cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	0	[1]	0	[1]
Virginia Electric and Power Company | Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	1,341		1,301
Total liabilities	116		147
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Commodity Contract
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets	5		2
Derivative Liabilities	11		47
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Interest Rate Contract
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liabilities	105		100
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Equity Securities | Large cap | United States
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	737	[1]	679	[1]
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Equity Securities | Equity securities, other | United States
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	24	[1]	23	[1]
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Fixed Income Securities | Corporate Debt Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	180	[1]	214	[1]
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Fixed Income Securities | U.S. Treasury securities and agency debentures
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	187	[1]	170	[1]
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Fixed Income Securities | State and municipal
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	148	[1]	125	[1]
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Fixed Income Securities | Debt securities, other
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	14	[1]	16	[1]
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Cash equivalents and other
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	35	[1]	40	[1]
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Restricted cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	11	[1]	32	[1]
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	877		809
Total liabilities	0		0
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Level 1 | Commodity Contract
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets	0		0
Derivative Liabilities	0		0
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Level 1 | Interest Rate Contract
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liabilities	0		0
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Level 1 | Equity Securities | Large cap | United States
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	737	[1]	679	[1]
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Level 1 | Equity Securities | Equity securities, other | United States
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	24	[1]	23	[1]
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Level 1 | Fixed Income Securities | Corporate Debt Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	0	[1]	0	[1]
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Level 1 | Fixed Income Securities | U.S. Treasury securities and agency debentures
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	116	[1]	107	[1]
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Level 1 | Fixed Income Securities | State and municipal
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	0	[1]	0	[1]
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Level 1 | Fixed Income Securities | Debt securities, other
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	0	[1]	0	[1]
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Level 1 | Cash equivalents and other
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	0	[1]	0	[1]
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Level 1 | Restricted cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	0	[1]	0	[1]
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	460		490
Total liabilities	113		117
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Level 2 | Commodity Contract
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets	1		0
Derivative Liabilities	8		17
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Level 2 | Interest Rate Contract
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liabilities	105		100
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Level 2 | Equity Securities | Large cap | United States
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	0	[1]	0	[1]
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Level 2 | Equity Securities | Equity securities, other | United States
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	0	[1]	0	[1]
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Level 2 | Fixed Income Securities | Corporate Debt Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	180	[1]	214	[1]
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Level 2 | Fixed Income Securities | U.S. Treasury securities and agency debentures
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	71	[1]	63	[1]
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Level 2 | Fixed Income Securities | State and municipal
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	148	[1]	125	[1]
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Level 2 | Fixed Income Securities | Debt securities, other
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	14	[1]	16	[1]
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Level 2 | Cash equivalents and other
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	35	[1]	40	[1]
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Level 2 | Restricted cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	11	[1]	32	[1]
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	4		2
Total liabilities	3		30
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Level 3 | Commodity Contract
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets	4		2
Derivative Liabilities	3		30
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Level 3 | Interest Rate Contract
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liabilities	0		0
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Level 3 | Equity Securities | Large cap | United States
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	0	[1]	0	[1]
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Level 3 | Equity Securities | Equity securities, other | United States
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	0	[1]	0	[1]
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Level 3 | Fixed Income Securities | Corporate Debt Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	0	[1]	0	[1]
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Level 3 | Fixed Income Securities | U.S. Treasury securities and agency debentures
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	0	[1]	0	[1]
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Level 3 | Fixed Income Securities | State and municipal
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	0	[1]	0	[1]
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Level 3 | Fixed Income Securities | Debt securities, other
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	0	[1]	0	[1]
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Level 3 | Cash equivalents and other
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	0	[1]	0	[1]
Virginia Electric and Power Company | Fair Value, Measurements, Recurring | Level 3 | Restricted cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	$ 0	[1]	$ 0	[1]

[1] Includes investments held in the nuclear decommissioning and rabbi trusts.

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Dispositions (Schedule of Disposal Groups, Including Discontinued Operations, Income Statement) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Discontinued Operations and Disposal Groups [Abstract]
Operating revenue	$ 22	$ 53	$ 52	$ 127
Loss before income taxes	$ (32)	$ (8)	$ (30)	$ (39)

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Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Jun. 30, 2012		Dec. 31, 2011
Current Assets
Cash and cash equivalents	$ 162		$ 102	[1]
Customer receivables (less allowance for doubtful accounts)	1,494		1,780	[1]
Other receivables (less allowance for doubtful accounts)	184		255	[1]
Inventories	1,251		1,348	[1]
Derivative assets	661		705	[1]
Other	960		1,240	[1]
Total current assets	4,712		5,430	[1]
Investments
Nuclear decommissioning trust funds	3,186		2,999	[1]
Investment in equity method affiliates	537		553	[1]
Restricted cash equivalents	70		141	[1]
Other	305		292	[1]
Total investments	4,098		3,985	[1]
Property, Plant and Equipment
Property, plant and equipment	43,732		42,033	[1]
Property, plant and equipment, VIE	957		957	[1]
Accumulated depreciation, depletion and amortization	(13,768)		(13,320)	[1]
Total property, plant and equipment, net	30,921		29,670	[1]
Deferred Charges and Other Assets
Goodwill	3,141		3,141	[1]
Regulatory assets	1,328		1,382	[1]
Other	2,216		2,006	[1]
Total deferred charges and other assets	6,685		6,529	[1]
Total assets	46,416		45,614	[1]
Current Liabilities
Securities due within one year	2,141		1,479	[1]
Short-term debt	1,530		1,814	[1]
Accounts payable	917		1,250	[1]
Derivative liabilities	752		951	[1]
Other	1,466		1,468	[1]
Total current liabilities	6,806		6,962	[1]
Long-Term Debt
Long-term debt	14,497		14,785	[1]
Long-term debt, VIE	875		890	[1]
Junior subordinated notes payable to affiliates	268		268	[1]
Enhanced junior subordinated notes	1,363		1,451	[1]
Total long-term debt	17,003		17,394	[1]
Deferred Credits and Other Liabilities
Deferred income taxes and investment tax credits	6,026		5,216	[1]
Asset retirement obligations	1,405		1,383	[1]
Regulatory liabilities	1,436		1,324	[1]
Other	1,530		1,575	[1]
Total deferred credits and other liabilities	10,397		9,498	[1]
Total liabilities	34,206		33,854	[1]
Commitments and Contingencies (see Note 14)				[1]
Subsidiary Preferred Stock Not Subject to Mandatory Redemption	257		257	[1]
Equity
Common stock - no par	5,351	[2]	5,180	[1],[2]
Other paid-in capital	153		179	[1]
Retained earnings	6,847		6,697	[1]
Accumulated other comprehensive income (loss)	(455)		(610)	[1]
Total common shareholders' equity	11,896		11,446	[1]
Noncontrolling interest	57		57	[1]
Total equity	11,953		11,503	[1]
Total liabilities and equity	46,416		45,614	[1]
Virginia Electric and Power Company
Current Assets
Cash and cash equivalents	27		29	[3]
Customer receivables (less allowance for doubtful accounts)	879		892	[3]
Other receivables (less allowance for doubtful accounts)	129		145	[3]
Inventories	756		797	[3]
Prepayments	86		41	[3]
Other	270		532	[3]
Total current assets	2,147		2,436	[3]
Investments
Nuclear decommissioning trust funds	1,451		1,370	[3]
Other	14		36	[3]
Total investments	1,465		1,406	[3]
Property, Plant and Equipment
Property, plant and equipment	29,519		28,626	[3]
Accumulated depreciation, depletion and amortization	(9,872)		(9,615)	[3]
Total property, plant and equipment, net	19,647		19,011	[3]
Deferred Charges and Other Assets
Intangible assets	188		183	[3]
Regulatory assets	363		399	[3]
Other	82		109	[3]
Total deferred charges and other assets	633		691	[3]
Total assets	23,892		23,544	[3]
Current Liabilities
Securities due within one year	1,017		616	[3]
Short-term debt	465		894	[3]
Accounts payable	362		405	[3]
Payables to affiliates	80		108	[3]
Affiliated current borrowings	187		187	[3]
Accrued interest, payroll and taxes	205		226	[3]
Other	562		685	[3]
Total current liabilities	2,878		3,121	[3]
Long-Term Debt
Total long-term debt	6,285		6,246	[3]
Deferred Credits and Other Liabilities
Deferred income taxes and investment tax credits	3,487		3,180	[3]
Asset retirement obligations	635		624	[3]
Regulatory liabilities	1,204		1,095	[3]
Other	252		271	[3]
Total deferred credits and other liabilities	5,578		5,170	[3]
Total liabilities	14,741		14,537	[3]
Commitments and Contingencies (see Note 14)				[3]
Subsidiary Preferred Stock Not Subject to Mandatory Redemption	257		257	[3]
Equity
Common stock - no par	5,738	[4]	5,738	[3],[4]
Other paid-in capital	1,112		1,111	[3]
Retained earnings	2,021		1,882	[3]
Accumulated other comprehensive income (loss)	23		19	[3]
Total common shareholders' equity	8,894		8,750	[3]
Total liabilities and equity	$ 23,892		$ 23,544	[3]

[1] Dominion’s Consolidated Balance Sheet at December 31, 2011 has been derived from the audited Consolidated Financial Statements at that date.

[2] 1 billion shares authorized; 573 million shares and 570 million shares outstanding at June 30, 2012 and December 31, 2011, respectively.

[3] Virginia Power’s Consolidated Balance Sheet at December 31, 2011 has been derived from the audited Consolidated Financial Statements at that date.

[4] 500,000 shares authorized; 274,723 shares outstanding at June 30, 2012 and December 31, 2011.

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Dispositions

6 Months Ended

Jun. 30, 2012

Discontinued Operations and Disposal Groups [Abstract]

Dispositions

Dispositions

In June 2012, Dominion entered into an agreement to sell Salem Harbor. FERC approval was received in July 2012 and the transaction is expected to close in the third quarter. In the second quarter of 2012, the assets and liabilities to be disposed were classified as held for sale and adjusted to their estimated fair value less cost to sell, resulting in a pre-tax charge of $27 million ($16 million after-tax), which is included in loss from discontinued operations in Dominion's Consolidated Statements of Income. This was considered a Level 2 fair value measurement as it was based on the negotiated sales price. As of June 30, 2012, Salem Harbor's assets and liabilities classified as held for sale are included in other current assets and other current liabilities, respectively, in Dominion's Consolidated Balance Sheet.

During the second quarter of 2012, Dominion sold State Line, which ceased operations in March 2012.

The following table presents selected information regarding the results of operations of Salem Harbor and State Line, which were reclassified to discontinued operations in Dominion's Consolidated Statements of Income for all periods presented:

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
(millions)
Operating revenue	$	22		$	53		$	52		$	127
Loss before income taxes	(32		)	(8		)	(30		)	(39		)

The carrying amounts of the major classes of Salem Harbor's assets and liabilities classified as held for sale and included in other current assets and other current liabilities in Dominion's Consolidated Balance Sheet are as follows:

	June 30, 2012
(millions)
ASSETS
Inventories	$	22
Disposal group valuation allowance	(22		)
Total assets	—
LIABILITIES
Current liabilities	6
Deferred credits and other liabilities	13
Total liabilities	$	19

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Investments (Narrative) (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Categories of Investments, Marketable Securities, Trading Securities
Investments held in our rabbi trusts	$ 91	$ 90
Categories of Investments, Cost-method Investments
Investments held in our rabbi trusts	$ 16	$ 17

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Commitments and Contingencies (Subsidiary Guarantees) (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012
Stated Limit	$ 4,188
Value	718	[1]
Subsidiary Debt
Stated Limit	363	[2]
Value	363	[1],[2]
Commodity Transactions
Stated Limit	3,107	[3]
Value	263	[1],[3]
Nuclear Obligations
Stated Limit	231	[4]
Value	54	[1],[4]
Other
Stated Limit	487	[5]
Value	38	[1],[5]
Millstone Power Station | Nuclear Obligations
Stated Limit	150
Kewaunee Power Station | Nuclear Obligations
Stated Limit	60
Third Party and Equity Method Investee
Stated Limit	$ 45

[1] Represents the estimated portion of the guarantee's stated limit that is utilized as of June 30, 2012 based upon prevailing economic conditions and fact patterns specific to each guarantee arrangement. For those guarantees related to obligations that are recorded as liabilities by Dominion's subsidiaries, the value includes the recorded amount.

[2] Guarantees of debt of certain DEI subsidiaries. In the event of default by the subsidiaries, Dominion would be obligated to repay such amounts.

[3] Guarantees related to energy trading and marketing activities and other commodity commitments of certain subsidiaries, including subsidiaries of Virginia Power and DEI. These guarantees were provided to counterparties in order to facilitate physical and financial transactions in gas, oil, electricity, pipeline capacity, transportation and related commodities and services. If any of these subsidiaries fail to perform or pay under the contracts and the counterparties seek performance or payment, Dominion would be obligated to satisfy such obligation. Dominion and its subsidiaries receive similar guarantees as collateral for credit extended to others. The value provided includes certain guarantees that do not have stated limits.

[4] Guarantees related to certain DEI subsidiaries' potential retrospective premiums that could be assessed if there is a nuclear incident under Dominion's nuclear insurance programs and guarantees for a DEI subsidiary's and Virginia Power's commitment to buy nuclear fuel. Excludes Dominion's agreement to provide up to $150 million and $60 million to two DEI subsidiaries to pay the operating expenses of Millstone and Kewaunee, respectively, in the event of a prolonged outage, as part of satisfying certain NRC requirements concerned with ensuring adequate funding for the operations of nuclear power stations.

[5] Guarantees related to other miscellaneous contractual obligations such as leases, environmental obligations and construction projects. Also includes guarantees related to certain DEI subsidiaries' obligations for equity capital contributions and energy generation associated with Fowler Ridge and NedPower.

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Dispositions (Tables)

6 Months Ended

Jun. 30, 2012

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures

The following table presents selected information regarding the results of operations of Salem Harbor and State Line, which were reclassified to discontinued operations in Dominion's Consolidated Statements of Income for all periods presented:

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
(millions)
Operating revenue	$	22		$	53		$	52		$	127
Loss before income taxes	(32		)	(8		)	(30		)	(39		)

The carrying amounts of the major classes of Salem Harbor's assets and liabilities classified as held for sale and included in other current assets and other current liabilities in Dominion's Consolidated Balance Sheet are as follows:

	June 30, 2012
(millions)
ASSETS
Inventories	$	22
Disposal group valuation allowance	(22		)
Total assets	—
LIABILITIES
Current liabilities	6
Deferred credits and other liabilities	13
Total liabilities	$	19

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Operating Segments (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2012		Jun. 30, 2011		Jun. 30, 2012		Jun. 30, 2011
After-tax net benefit	$ 2,436		$ 2,555	[1]	$ 4,985	[1]	$ 5,545	[1]
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax	(32)		(8)		(30)		(39)
Loss from discontinued operations	(18)		(5)	[1]	(17)	[1]	(30)	[1]
Operating Loss	(617)		(733)	[1]	(1,530)	[1]	(1,726)	[1]
Corporate and Other
After-tax net benefit					71		44
After Tax Net Benefits Expenses Attributable To Operating Segments							36
Loss from discontinued operations	(18)	[2]	(5)	[2]	(17)	[2]	(30)	[2]
Dominion Virginia Power
Restoration costs					74
Restoration costs, net of tax					45
Loss from discontinued operations	0		0		0		0
Dominion Generation
Loss from discontinued operations	0	[2]	0	[2]	0	[2]	0	[2]
Operating Loss					23		37
Operating Loss After Tax					16		20
Virginia Electric and Power Company
After-tax net benefit	1,395		1,286		2,681		2,532
Restoration costs					74
Restoration costs, net of tax					45
Operating Loss	(361)		(471)		(829)		(982)
Virginia Electric and Power Company | Corporate and Other
After-tax net benefit					44		5
State Line and Salem Harbor | Dominion Generation
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax					30		39
Loss from discontinued operations					$ 17		$ 30

[1] Consolidated Statements of Income for the six months ended June 30, 2012 and the three and six months ended June 30, 2011 have been recast to reflect Salem Harbor and State Line as discontinued operations, as discussed in Note 3.

[2] Dominion's segment information for the six months ended June 30, 2012 and the three and six months ended June 30, 2011 has been recast to reflect Salem Harbor and State Line as discontinued operations, as discussed in Note 3.

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Employee Benefit Plans (Tables)

6 Months Ended

Jun. 30, 2012

Compensation and Retirement Disclosure [Abstract]

Net Periodic Benefit Cost

The components of Dominion's provision for net periodic benefit cost were as follows:

	Pension Benefits						Other Postretirement Benefits
	2012			2011			2012			2011
(millions)
Three Months Ended June 30,
Service cost	$	29		$	27		$	11		$	12
Interest cost	67			65			20			24
Expected return on plan assets	(107		)	(111		)	(20		)	(19		)
Amortization of prior service cost (credit)	1			1			(3		)	(4		)
Amortization of net loss	33			24			1			3
Settlements and curtailments	—			—			—			(1		)
Net periodic benefit cost	$	23		$	6		$	9		$	15
Six Months Ended June 30,
Service cost	$	58		$	54		$	22		$	24
Interest cost	134			129			40			47
Expected return on plan assets	(215		)	(221		)	(41		)	(39		)
Amortization of prior service cost (credit)	2			2			(6		)	(7		)
Amortization of net loss	66			48			3			6
Settlements and curtailments	—			—			—			(1		)
Net periodic benefit cost	$	45		$	12		$	18		$	30

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Significant Financing Transactions

6 Months Ended

Jun. 30, 2012

Securities Financing Transactions Disclosures [Abstract]

Significant Financing Transactions

Significant Financing Transactions

Credit Facilities and Short-term Debt

Dominion and Virginia Power use short-term debt to fund working capital requirements and as a bridge to long-term debt financings. The levels of borrowing may vary significantly during the course of the year, depending upon the timing and amount of cash requirements not satisfied by cash from operations. In addition, Dominion utilizes cash and letters of credit to fund collateral requirements. Collateral requirements are impacted by commodity prices, hedging levels, Dominion’s credit ratings and the credit quality of its counterparties.

At June 30, 2012, Dominion’s commercial paper and letters of credit outstanding, as well as capacity available under credit facilities, were as follows:

	Facility Limit		Outstanding Commercial Paper		Outstanding Letters of Credit		Facility Capacity Available
(millions)
Joint revolving credit facility(1)	$	3,000	$	1,530	$	—	$	1,470
Joint revolving credit facility(2)	500		—		36		464
Total	$	3,500	$	1,530	$	36	$	1,934

(1) This credit facility has a maturity date of September 2016, and can be used to support bank borrowings and the issuance of commercial paper, as well as to support up to $1.5 billion of letters of credit.

(2) This credit facility has a maturity date of September 2016, and can be used to support bank borrowings, commercial paper and letter of credit issuances.

Virginia Power’s short-term financing is supported by two joint revolving credit facilities with Dominion. These credit facilities are being used for working capital, as support for the combined commercial paper programs of Dominion and Virginia Power and for other general corporate purposes.

At June 30, 2012, Virginia Power’s share of commercial paper and letters of credit outstanding, as well as its capacity available under its joint credit facilities with Dominion were as follows:

	Facility Sub-limit		Outstanding Commercial Paper		Outstanding Letters of Credit		Facility Capacity Available
(millions)
Joint revolving credit facility(1)	$	1,000	$	465	$	—	$	535
Joint revolving credit facility(2)	250		—		15		235
Total	$	1,250	$	465	$	15	$	770

(1) This credit facility has a maturity date of September 2016, and can be used to support bank borrowings and the issuance of commercial paper, as well as to support up to $1.5 billion (or the sub-limit, whichever is less) of letters of credit. Virginia Power's current sub-limit under this credit facility can be increased or decreased multiple times per year.

(2) This credit facility has a maturity date of September 2016, and can be used to support bank borrowings, commercial paper and letter of credit issuances. Virginia Power's current sub-limit under this credit facility can be increased or decreased multiple times per year.

In addition to the credit facility commitments mentioned above, Virginia Power also has a $120 million credit facility with a maturity date of September 2016. This facility supports certain tax-exempt financings of Virginia Power.

Long-term Debt

In January 2012, Virginia Power issued $450 million of 2.95% senior notes that mature in 2022.

Convertible Securities

At June 30, 2012, Dominion had $82 million of outstanding contingent convertible senior notes that are convertible by holders into a combination of cash and shares of Dominion’s common stock under certain circumstances. The conversion feature requires that the principal amount of each note be repaid in cash, while amounts payable in excess of the principal amount will be paid in common stock. The conversion rate is subject to adjustment upon certain events such as subdivisions, splits, combinations of common stock or the issuance to all common stock holders of certain common stock rights, warrants or options and certain dividend increases. As of June 30, 2012, the conversion rate has been adjusted, primarily due to individual dividend payments above the level paid at issuance, to 29.1516 shares of common stock per $1,000 principal amount of senior notes, which represents a conversion price of $34.30.

The senior notes are eligible for conversion during any calendar quarter when the closing price of Dominion’s common stock was equal to or higher than 120% of the conversion price for at least 20 out of the last 30 consecutive trading days of the preceding quarter. During the six months ended June 30, 2012, the senior notes were eligible for conversion and approximately $61 million of the notes were converted by holders. The senior notes are eligible for conversion during the third quarter of 2012.

Enhanced Junior Subordinated Notes

In February 2012, Dominion launched a tender offer to purchase up to $150 million of the September 2006 hybrids.  In the first quarter of 2012, Dominion purchased and canceled approximately $86 million of the September 2006 hybrids primarily as a result of this tender offer, which expired on March 23, 2012. In the second quarter of 2012, Dominion purchased and canceled approximately $2 million of the September 2006 hybrids. All purchases were conducted in compliance with the RCC.

From time to time, Dominion may reduce its outstanding debt and level of interest expense through redemption of debt securities prior to maturity and repurchases in the open market, in privately negotiated transactions, through additional tender offers or otherwise.