Business Acquisitions and Dispositions

12 Months Ended

Dec. 31, 2020

Eastern Energy Gas Holdings, LLC [Member]

Acquisition of Eastern Energy Gas by BHE

In July 2020, DEI entered into an agreement to sell substantially all of its gas transmission and storage operations, including Eastern Energy Gas and a 25% limited partnership interest in Cove Point, to BHE. Approval of the transaction under the Hart-Scott-Rodino Act was not obtained within 75 days and DEI and BHE mutually agreed to a dual-phase closing consisting of two separate disposal groups identified as the GT&S Transaction and the proposed sale of the Questar Pipeline Group by DEI to BHE pursuant to a purchase and sale agreement entered into on October 5, 2020 ("Q-Pipe Transaction"). The Q-Pipe Transaction is currently anticipated to close in the first half of 2021, contingent on clearance or approval under the Hart-Scott-Rodino Act, and other customary closing and regulatory conditions. Prior to the completion of the GT&S Transaction, Eastern Energy Gas finalized a restructuring whereby Eastern Energy Gas distributed the Questar Pipeline Group and a 50% noncontrolling interest in Cove Point to DEI. This restructuring was accounted for by Eastern Energy Gas as a reorganization of entities under common control and the disposition was reflected as an equity transaction. The disposition was not reported as a discontinued operation as the disposal did not represent a strategic shift in the way management had intended to run the business.

In November 2020, the GT&S Transaction was completed and Eastern Energy Gas, with the exception of the Questar Pipeline Group as discussed above, became an indirect wholly-owned subsidiary of BHE. DEI retained a 50% noncontrolling interest in Cove Point as well as the assets and obligations of the pension and other postretirement employee benefit plans associated with the operations sold and relating to services provided before closing. See Notes 11 and 14 for more information on the GT&S Transaction.

Eastern Energy Gas recorded a distribution of net assets of $699 million, including goodwill of $185 million and $41 million of cash, for the distribution of the Questar Pipeline Group to DEI and recorded an approximately $2.8 billion increase in noncontrolling interests for DEI's retained 50% noncontrolling interest in Cove Point. Additionally, in accordance with the terms of the GT&S Transaction, DEI retained certain assets and liabilities associated with Eastern Energy Gas and settled all affiliated balances. As a result, Eastern Energy Gas recorded a contribution for the reset of deferred taxes of $1.3 billion, net of distributions of $895 million related to the pension and other postretirement employee benefit plans retained by DEI and $107 million related to the settlement of affiliated balances.

Dominion Energy Gas Restructuring

The acquisition of CPMLP Holdings Company, LLC (formerly known as Dominion Cove Point, LLC) ("DCP") and Eastern MLP Holding Company II, LLC (formerly known as Dominion MLP Holding Company II, LLC) ("DMLPHCII") from, and the disposition of the East Ohio Gas Company ("East Ohio") and Eastern Gathering and Processing, Inc. (formerly known as Dominion Gathering and Processing, Inc.) ("EGP") to, DEI by Eastern Energy Gas on November 6, 2019 ("Dominion Energy Gas Restructuring") was considered to be a reorganization of entities under common control. As a result, Eastern Energy Gas' basis in DCP and DMLPHCII, which included the general partner of Northeast Midstream Partners, LP (formerly known as Dominion Energy Midstream Partners, LP) ("Northeast Midstream"), a controlling 75% interest in Cove Point, Carolina Gas Transmission, LLC (formerly known as Dominion Energy Carolina Gas Transmission, LLC), Questar Pipeline Group, a 50% noncontrolling interest in White River Hub, LLC ("White River Hub") and a 25.93% noncontrolling interest in Iroquois, is equal to DEI's cost basis in the assets and liabilities of such entities since the applicable inception dates of common control. In November 2019, following completion of the Dominion Energy Gas Restructuring, DCP and DMLPHCII are wholly-owned subsidiaries of Eastern Energy Gas and therefore are consolidated by Eastern Energy Gas. The accompanying Consolidated Financial Statements and Notes of Eastern Energy Gas have been retrospectively adjusted to include the historical results and financial position of DCP and DMLPHCII. The 25% interest in Cove Point retained by DEI, and subsequently sold to Brookfield Super-Core Infrastructure Partners ("Brookfield") in December 2019, and the non-DEI held interest in Northeast Midstream (through January 2019) are reflected as noncontrolling interest.

The Dominion Energy Gas Restructuring included the disposition of East Ohio and EGP by Eastern Energy Gas in November 2019. This restructuring represented a strategic shift in the operations of Eastern Energy Gas as Eastern Energy Gas' operations consist of LNG import/export and storage and regulated gas transmission and storage operations. As a result, the accompanying Consolidated Financial Statements and Notes of Eastern Energy Gas have been retrospectively adjusted to include the historical results and financial position of East Ohio and EGP as discontinued operations until November 2019. As the Dominion Energy Gas Restructuring was considered to be a reorganization of entities under common control, Eastern Energy Gas reflected the disposition as an equity transaction. The following table represents selected information regarding the results of operations of East Ohio, which are reported as discontinued operations in Eastern Energy Gas' Consolidated Statements of Operations (in millions):


	Period Ended November 6, 2019		Year Ended December 31, 2018
Operating revenue	$	594	$	729
Depreciation and amortization	73		76
Other operating expenses	399		444
Other income (expense), net	28		35
Income tax expense	26		53
Net income from discontinued operations	$	124	$	191

Capital expenditures and significant noncash items relating to East Ohio included the following (in millions):


	Period Ended November 6, 2019		Year Ended December 31, 2018
Capital expenditures	$	299	$	352
Significant noncash items:
Charge related to a voluntary retirement program	20		—
Accrued capital expenditures	2		5

The following table represents selected information regarding the results of operations of EGP, which are reported as discontinued operations in Eastern Energy Gas' Consolidated Statements of Operations (in millions):


	Period Ended November 6, 2019		Year Ended December 31, 2018
Operating revenue	$	125	$	220
Depreciation and amortization	4		15
Other operating expenses	97		425
Income tax expense (benefit)	7		(53)
Net income (loss) from discontinued operations	$	17	$	(167)

Capital expenditures and significant noncash items of EGP included the following (in millions):


	Period Ended November 6, 2019		Year Ended December 31, 2018
Capital expenditures	$	11	$	6
Significant noncash items:
Impairment of assets	—		(219)