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Acquisitions and Dispositions
3 Months Ended
Mar. 31, 2021
Text Block [Abstract]  
Acquisitions and Dispositions

Note 3. Acquisitions and Dispositions

Disposition of Gas Transmission & Storage Operations to BHE

 

In July 2020, Dominion Energy entered into an agreement with BHE with a total value of approximately $10 billion, comprised of approximately $4.0 billion of cash consideration (subject to customary closing adjustments) plus the assumption of long-term debt, to sell substantially all of its gas transmission and storage operations, including processing assets, as well as noncontrolling partnership interests in Iroquois, JAX LNG and White River Hub and a controlling interest in Cove Point (consisting of 100% of the general partner interest and 25% of the total limited partner interests). The agreement provides that Dominion Energy retains the assets and obligations of the pension and other postretirement employee benefit plans associated with the operations included in the transaction and relating to services provided through closing. In October 2020, pursuant to a provision in the agreement with BHE, Dominion Energy elected to exclude Dominion Energy Questar Pipeline and certain other affiliated entities from the transaction as approval under the Hart-Scott-Rodino Act had not been obtained by mid-September 2020. Concurrently in October 2020, Dominion Energy and BHE entered into a separate agreement under which Dominion Energy will sell Dominion Energy Questar Pipeline and certain other affiliated entities for cash consideration of $1.3 billion and the assumption of related long-term debt.  In November 2020, Dominion Energy completed the GT&S Transaction as discussed in Note 3 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

 

In connection with closing of the GT&S Transaction, Dominion Energy and BHE entered into a transition services agreement under which Dominion Energy will continue to provide specified administrative services to support the operations of the disposed business for up to 24 months after closing. In addition, BHE will provide certain administrative services to Dominion Energy. Dominion Energy recorded revenue of $5 million associated with the transition service agreement in operating revenue in its Consolidated Statements of Income for the three months ended March 31, 2021.

Also in November 2020, BHE provided a $1.3 billion deposit to Dominion Energy on the Q-Pipe Transaction. Dominion Energy will be required to repay all or substantially all of this deposit, or issue to BHE an equivalent value in shares of Dominion Energy common stock at Dominion Energy’s option, if the Q-Pipe Transaction does not close by December 30, 2021. Dominion Energy may, effective April 1, 2021, solicit or accept offers from alternative buyers for all or a material portion of the Q-Pipe Transaction and either party may terminate the Q-Pipe Transaction if closing has not occurred on or before June 30, 2021.  If the Hart-Scott-Rodino Act approval has not been obtained by June 30, 2021, upon BHE’s request, Dominion Energy will seek an alternative buyer for all or a material portion of the Q-Pipe Transaction. The Q-Pipe Transaction is structured as an asset sale for tax purposes and is expected to close in 2021, contingent on clearance or approval under the Hart-Scott-Rodino Act, and other customary closing and regulatory conditions. Based on the recorded balances at March 31, 2021, Dominion Energy expects to recognize a pre-tax gain of approximately $450 million ($320 million after-tax) upon closing, including the write-off of $191 million of goodwill, but excluding the effects of any closing adjustments.

The operations included in both the GT&S Transaction and the Q-Pipe Transaction are presented in held-for-sale and discontinued operations effective July 2020. As a result, the previously reported amounts have been recast to reflect this presentation and depreciation and amortization ceased on the applicable assets. As Cove Point had previously been consolidated within Dominion Energy’s financial statements, balances associated with Cove Point prior to the closing of the GT&S Transaction are presented within held-for-sale and discontinued operations. See Note 10 for further information regarding Dominion Energy’s equity method investment in Cove Point.

The following table represents selected information regarding the results of operations, which are reported within discontinued operations in Dominion Energy’s Consolidated Statements of Income:

 

 

 

Three Months Ended

March 31, 2021

 

 

Three Months Ended

March 31, 2020

 

 

 

Q-Pipe Transaction

 

 

GT&S Transaction

 

 

Q-Pipe Transaction

 

(millions)

 

 

 

 

 

 

 

 

 

 

 

 

Operating revenue

 

$

67

 

 

$

563

 

 

$

65

 

Operating expense

 

 

19

 

 

 

333

 

 

 

33

 

Other income

 

 

 

 

 

20

 

 

 

1

 

Interest and related charges

 

 

5

 

 

 

53

 

 

 

4

 

Income before income taxes

 

 

43

 

 

 

197

 

 

 

29

 

Income tax expense

 

 

8

 

 

 

27

 

 

 

4

 

Net income including noncontrolling interests

 

 

35

 

 

 

170

 

 

 

25

 

Noncontrolling interests

 

 

 

 

 

33

 

 

 

 

Net income attributable to Dominion Energy

 

$

35

 

 

$

137

 

 

$

25

 

 

 

The carrying amounts of major classes of assets and liabilities relating to the disposal groups, which are reported as held for sale in Dominion Energy’s Consolidated Balance Sheets were as follows:

 

 

 

At March 31, 2021

 

 

At December 31, 2020

 

 

 

Q-Pipe Transaction

 

 

Q-Pipe Transaction

 

(millions)

 

 

 

 

 

 

 

 

Current assets(1)

 

$

49

 

 

$

47

 

Equity method investments(2)

 

 

35

 

 

 

35

 

Property, plant and equipment, net

 

 

1,120

 

 

 

1,113

 

Other deferred charges and other assets, including goodwill and intangible assets(3)

 

 

224

 

 

 

224

 

Current liabilities

 

 

30

 

 

 

30

 

Long-term debt

 

 

426

 

 

 

426

 

Other deferred credits and liabilities

 

 

154

 

 

 

154

 

 

 

(1)

Includes cash and cash equivalents of $13 million and $7 million as of March 31, 2021 and December 31, 2020.

 

(2)

Comprised of an equity method investment in White River Hub.

 

(3)

Includes goodwill of $191 million at both March 31, 2021 and December 31, 2020.

Capital expenditures and significant noncash items relating to the disposal groups included the following:

 

 

 

Three Months Ended

March 31, 2021

 

 

Three Months Ended March 31, 2020

 

 

 

Q-Pipe

Transaction

 

 

GT&S

Transaction

 

 

Q-Pipe

Transaction

 

(millions)

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

$

3

 

 

$

73

 

 

$

6

 

Significant noncash items

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation, depletion and amortization

 

 

 

 

 

82

 

 

 

13

 

Accrued capital expenditures

 

 

2

 

 

 

16