Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2011

GOODWILL AND INTANGIBLE ASSETS

Goodwill

In February 2010, Dominion completed the sale of Peoples to PNG Companies LLC and netted after-tax proceeds of approximately $542 million. The sale resulted in an after-tax loss of approximately $140 million, which included a $79 million write-off of goodwill.

In April 2010, Dominion completed the sale of substantially all of its Appalachian E&P operations to a newly-formed subsidiary of CONSOL for approximately $3.5 billion. The transaction resulted in an after-tax gain of approximately $1.4 billion, which included a $134 million write-off of goodwill.

The changes in Dominion's carrying amount and segment allocation of goodwill are presented below:



	Dominion Generation		Dominion Energy			DVP		Corporate and Other			Total
(millions)
Balance at December 31, 2009⁽¹⁾	$	1,338	$	846		$	1,091	$	79		$	3,354
Business disposition adjustment	—		(134		)	—		(79		)	(213		)
Balance at December 31, 2010⁽¹⁾	$	1,338	$	712		$	1,091	$	—		$	3,141
Impairments/adjustments	$	—	$	—		$	—	$	—		$	—
Balance at December 31, 2011⁽¹⁾	$	1,338	$	712		$	1,091	$	—		$	3,141


(1)	Goodwill amounts do not contain any accumulated impairment losses.

Other Intangible Assets

Dominion's and Virginia Power's other intangible assets are subject to amortization over their estimated useful lives. Dominion's amortization expense for intangible assets was $78 million, $107 million and $155 million for 2011, 2010 and 2009, respectively. In 2011, Dominion acquired $124 million of intangible assets, primarily representing software and licenses, with an estimated weighted-average amortization period of approximately 11 years. Amortization expense for Virginia Power's intangible assets was $22 million for 2011, and $26 million for both 2010 and 2009. In 2011, Virginia Power acquired $26 million of intangible assets, primarily representing software and licenses, with an estimated weighted-average amortization period of 11 years. The components of intangible assets are as follows:



At December 31,	2011				2010
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
(millions)
Dominion
Software, software licenses and other	$	888	$	278	$	892	$	334
Emissions allowances	80		53		134		50
Total	$	968	$	331	$	1,026	$	384

Virginia Power
Software and software licenses	$	285	$	102	$	307	$	140
Emissions allowances	—		—		48		3
Total	$	285	$	102	$	355	$	143

Annual amortization expense for these intangible assets is estimated to be as follows:



	2012		2013		2014		2015		2016
(millions)
Dominion	$	78	$	71	$	48	$	37	$	27

Virginia Power	$	19	$	14	$	13	$	7	$	3

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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