ACQUISITIONS AND DISPOSITIONS

Dominion

Acquisition of Solar Development Projects

In March 2014, Dominion acquired 100% of the equity interests of six solar development projects in California from Recurrent Energy Development Holdings, LLC for approximately $50 million in cash. The projects cost approximately $446 million to construct, including the initial acquisition cost. The facilities, which began commercial operations in the fourth quarter of 2014, generate approximately 139 MW.

In November 2014, Dominion acquired 100% of the equity interests of a solar project in California from CSI Project Holdco, LLC for approximately $79 million in cash. The project costs approximately $80 million to construct, including the initial acquisition cost. The facility, which began commercial operations in the fourth quarter of 2014, generates approximately 20 MW.

In December 2014, Dominion acquired 100% of the equity interests of a solar project in California from EDF Renewable Development, Inc. for approximately $71 million in cash. The project is expected to cost approximately $73 million to construct, including the initial acquisition cost. The facility, which began commercial operations in January 2015, generates approximately 20 MW.

The purchase price for each of these acquisitions was allocated to Property, Plant and Equipment.

In September 2014, Dominion entered into agreements to acquire 100% of the equity interests in two additional solar projects in California from EDF Renewable Development, Inc. for approximately $175 million in cash. The acquisitions are expected to close in the first half of 2015 prior to the projects commencing operations. The projects are expected to cost approximately $185 million once constructed, including the initial acquisition cost. Upon completion, the facilities are expected to generate approximately 42 MW.

These acquisitions provide Dominion with a large utility-scale solar presence and significantly increase its solar generation portfolio. Long-term power purchase, interconnection and operation and maintenance agreements have been executed for the projects. Dominion has claimed or expects to claim federal investment tax credits on the projects.

Acquisition of CGT

In January 2015, Dominion completed the acquisition of 100% of the equity interests of CGT from SCANA Corporation for approximately $495 million in cash, subject to final acquired working capital adjustments. CGT owns and operates nearly 1,500 miles of FERC-regulated interstate natural gas pipeline in South Carolina and southeastern Georgia. This acquisition supports Dominion's natural gas expansion into the Southeast. The acquired assets of CGT will be included in the Dominion Energy operating segment. Subject to board approvals by Dominion and Dominion Midstream, Dominion expects to contribute CGT into Dominion Midstream for a combination of debt and Dominion Midstream common units during the first half of 2015. The allocation of the purchase price to individual assets is under evaluation by management and has not been finalized.

Sale of Electric Retail Energy Marketing Business

In March 2014, Dominion completed the sale of its electric retail energy marketing business. The proceeds were approximately $187 million, net of transaction costs. The sale resulted in a gain, subject to post-closing adjustments, of approximately $100 million ($57 million after-tax) net of a $31 million write-off of goodwill, and is included in other operations and maintenance expense in Dominion's Consolidated Statements of Income. The sale of the electric retail energy marketing business did not qualify for discontinued operations classification.

Sale of Illinois Gas Contracts

In June 2013, Dominion completed the sale of Illinois Gas Contracts. The sales price was approximately $32 million, subject to post-closing adjustments. The sale resulted in a gain of approximately $29 million ($18 million after-tax) net of a $3 million write-off of goodwill, and is included in other operations and maintenance expense in Dominion's Consolidated Statement of Income. The sale of Illinois Gas Contracts did not qualify for discontinued operations classification as it is not considered a component under applicable accounting guidance.

Sale of Brayton Point, Kincaid and Equity Method Investment in Elwood

In March 2013, Dominion entered into an agreement with Energy Capital Partners to sell Brayton Point, Kincaid, and its equity method investment in Elwood.

In the first and second quarters of 2013, Brayton Point's and Kincaid's 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 impairment charges totaling $48 million ($28 million after-tax), which are included in discontinued operations in Dominion's Consolidated Statements of Income. In both periods, Dominion used the market approach to estimate the fair value of Brayton Point's and Kincaid's long-lived assets. These were considered Level 2 fair value measurements given that they were based on the agreed-upon sales price.

Dominion's 50% interest in Elwood was an equity method investment and therefore, in accordance with applicable accounting guidance, the carrying amount of this investment was not classified as held for sale nor were the equity earnings from this investment reported as discontinued operations.

In August 2013, Dominion completed the sale and received proceeds of approximately $465 million, net of transaction costs. The sale resulted in a $35 million ($25 million after-tax) gain attributable to its equity method investment in Elwood, which is included in other income in Dominion's Consolidated Statement of Income, which was partially offset by a $17 million ($18 million after-tax) loss attributable to Brayton Point and Kincaid, which includes a $16 million write-off of goodwill and is reflected in loss from discontinued operations in Dominion's Consolidated Statement of Income. See Note 6 for other impairments related to these power stations.

The following table presents selected information regarding the results of operations of Brayton Point and Kincaid, which are reported as discontinued operations in Dominion's Consolidated Statements of Income:



Year Ended December 31,	2013				2012
(millions)
Operating revenue	$	304			$	258
Loss before income taxes	(135		)	⁽¹⁾	(1,768		)	⁽²⁾

(1) Includes $64 million of charges related to the defeasance of Brayton Point debt and the early redemption of Kincaid debt in 2013.

(2) Includes a long-lived asset impairment charge of $1.6 billion.

Sale of Salem Harbor and State Line

In August 2012, Dominion completed the sale of Salem Harbor. 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. Also during the second quarter of 2012, Dominion completed the sale of State Line, which ceased operations in March 2012. See Note 6 for impairments related to these power stations.

The following table presents selected information regarding the results of operations of Salem Harbor and State Line, which are reported as discontinued operations in Dominion's Consolidated Statements of Income:



Year Ended December 31,	2012
(millions)
Operating revenue	$	57
Loss before income taxes	(49		)

Dominion and Dominion Gas

Blue Racer

See Note 9 for a discussion of transactions related to Blue Racer.

Marcellus Acreage

See Note 10 for a discussion of assignments of Marcellus acreage.