Acquisitions and Dispositions (Tables)

Nov. 18, 2019

Schedule of Business Acquisitions, by Acquisition

The following table presents significant completed acquisitions of wholly-owned merchant solar projects by Dominion Energy.

Completed Acquisition Date	Seller	Number of Projects		Project Location		Project Name(s)		Initial Acquisition (millions)(1)		Project Cost (millions)(2)		Date of   Commercial   Operations	MW   Capacity
February 2017	Community Energy Solar, LLC		1		Virginia		Amazon Solar Farm Virginia—Southhampton	$	29	$	205	December 2017		100
March 2017	Solar Frontier Americas Holding LLC		1(3)		California		Midway II		77		78	June 2017		30
May 2017	Cypress Creek Renewables, LLC		1		North Carolina		IS37		154		160	June 2017		79
June 2017	Hecate Energy Virginia C&C LLC		1		Virginia		Clarke County		16		16	August 2017		10
June 2017	Strata Solar Development, LLC/Moorings Farm 2 Holdco, LLC		2		North Carolina		Fremont, Moorings 2		20		20	November 2017		10
September 2017	Hecate Energy Virginia C&C LLC		1		Virginia		Cherrydale		40		41	November 2017		20
October 2017	Strata Solar Development, LLC		2		North Carolina		Clipperton, Pikeville		20		21	November 2017		10

(1) The purchase price was primarily allocated to Property, Plant and Equipment.

(2) Includes acquisition cost.

(3) In April 2017, Dominion Energy discontinued efforts on the acquisition of the additional 20 MW solar project from Solar Frontier Americas Holding LLC.

Business Acquisition, Pro Forma Information

The following unaudited pro forma financial information reflects the consolidated results of operations of Dominion Energy assuming the SCANA Combination had taken place on January 1, 2018. The unaudited pro forma financial information has been presented for illustrative purposes only and may change as Dominion Energy finalizes its valuation of certain assets acquired and liabilities assumed at the acquisition date. The unaudited pro forma financial information is not necessarily indicative of the consolidated results of operations that would have been achieved or the future consolidated results of operations of the combined company.

	Twelve Months Ended December 31,
	2018(1)
(millions, except EPS)
Operating Revenue	$	17,505
Net income attributable to Dominion Energy		2,081
Earnings Per Common Share – Basic	$	2.78
Earnings Per Common Share – Diluted	$	2.77

(1) Amounts include adjustments for non-recurring costs directly related to the SCANA Combination.

East Ohio

Schedule Of Discontinued Operation Statement of Income

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

	Year Ended December 31, 2018		Year Ended December 31, 2017		Year Ended December 31, 2016
(millions)
Operating revenue	$	729	$	728	$	677
Depreciation and amortization		76		71		55
Other operating expenses		444		428		397
Other income		72		50		49
Interest and related charges		37		33		25
Income tax expense		53		86		87
Net income from discontinued operations		191		160		162

Schedule Of Discontinued Operation Consolidated Balance sheet

The carrying amounts of major classes of assets and liabilities relating to East Ohio, which are reported as discontinued operations in Dominion Energy Gas’ Consolidated Balance Sheets were as follows: 

	At December 31, 2018		At December 31, 2017
(millions)
Current assets of discontinued operations(1)	$	423	$	341
Investments		2		2
Property, plant and equipment, net		3,669		3,402
Regulatory assets		711		511
Other deferred charges and other assets, including goodwill and intangible assets		1,275		1,319
Noncurrent assets of discontinued operations		5,657		5,234
Current liabilities of discontinued operations		1,262		951
Long-term debt		1,300		1,415
Deferred income taxes and investment tax credits		716		645
Regulatory liabilities		747		689
Other deferred credits and liabilities		108		110
Noncurrent liabilities of discontinued operations		2,871		2,859

(1) Includes cash and cash equivalents of $9 million and $3 million as of December 31, 2018 and 2017, respectively.

Schedule Of Capital Expenditures And Significant Non Cash

Capital expenditures and significant noncash items relating to East Ohio included the following:

	Year Ended December 31, 2018		Year Ended December 31, 2017		Year Ended December 31, 2016
(millions)
Capital expenditures	$	352	$	348	$	352
Significant noncash items
Accrued capital expenditures		5		8		17

DGP

Schedule Of Discontinued Operation Statement of Income

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

	Year Ended December 31, 2018			Year Ended December 31, 2017		Year Ended December 31, 2016
(millions)
Operating revenue	$	220		$	114	$	69
Depreciation and amortization		15			15		14
Impairment of assets and related charges		219			-		-
Other operating expenses		206			91		72
Income tax expense (benefit)		(53	)		5		(7	)
Net income (loss) from discontinued operations	$	(167	)	$	3	$	(10	)

Schedule Of Discontinued Operation Consolidated Balance sheet

The carrying amounts of major classes of assets and liabilities relating to DGP, which are reported as discontinued operations in Dominion Energy Gas’ Consolidated Balance Sheets were as follows:

	At December 31, 2018		At December 31, 2017
(millions)
Current assets of discontinued operations(1)	$	21	$	17
Noncurrent assets of discontinued operations(2)		192		419
Current liabilities of discontinued operations		11		18
Deferred income taxes and investment tax credits		-		34
Other deferred credits and liabilities		25		24
Noncurrent liabilities of discontinued operations		25		58

(1) Includes cash and cash equivalents of less than a million dollars as of December 31, 2018 and 2017, respectively.

(2) Primarily property, plant and equipment, net​​​​​​​.

Schedule Of Capital Expenditures And Significant Non Cash

Capital expenditures and significant noncash items of DGP included the following:

	Year Ended December 31, 2018			Year Ended December 31, 2017		Year Ended December 31, 2016
(millions)
Capital expenditures	$	6		$	8	$	6
Significant noncash items
Impairment of assets and related charges		(219	)		-		-

Dominion Energy Questar Corporation

Schedule of Preliminary Allocation of Purchase Price to Assets Acquired and Liabilities Assumed

The modifications relate primarily to the finalization of Dominion Energy Questar’s 2016 tax return for the period January 1, 2016 through the Dominion Energy Questar Combination, as well as certain regulatory adjustments.

	Amount
(millions)
Total current assets	$	224
Investments(1)		58
Property, plant and equipment, net(2)		4,131
Goodwill		3,111
Total deferred charges and other assets, excluding goodwill		75
Total Assets		7,599
Total current liabilities(3)		793
Long-term debt(4)		963
Deferred income taxes		807
Regulatory liabilities		259
Asset retirement obligations		160
Other deferred credits and other liabilities		220
Total Liabilities		3,202
Total purchase price		4,397

(1) Includes $40 million for an equity method investment in White River Hub. The fair value adjustment on the equity method investment in White River Hub is considered to be equity method goodwill and is not amortized.

(2) Nonregulated property, plant and equipment, excluding land, will be depreciated over remaining useful lives primarily ranging from 9 to 18 years.

(3) Includes $301 million of short-term debt, of which no amounts remain outstanding at December 31, 2018, as well as a $250 million variable interest rate term loan due in August 2017 that was paid in July 2017.

(4) Unsecured senior and medium-term notes with maturities which range from 2017 to 2048 and bear interest at rates from 2.98% to 7.20%.

SCANA

Schedule of Preliminary Allocation of Purchase Price to Assets Acquired and Liabilities Assumed

The table below shows the preliminary allocation of the purchase price to the assets acquired and liabilities as​​​​​​​sumed at closing to be reflected in Dominion Energy’s Consolidated Balance Sheet in the first quarter of 2019. The allocation is subject to change during the measurement period as additional information is obtained about the facts and circumstances that existed at closing. The allocation of the purchase price excludes certain contracts and intangible assets related to nonregulated operations, including SEMI, equity method investments and certain income tax-related amounts, which will be included as Dominion Energy completes its valuation analysis. As a result, the amount of goodwill included below may change by a material amount as Dominion Energy finalizes the allocation of the purchase price during the first quarter of 2019.

	Amount
(millions)
Total current assets	$	1,756
Investments		213
Property, plant and equipment		10,982
Goodwill		2,438
Regulatory assets		4,219
Other deferred charges and other assets, including intangible assets		314
Total Assets		19,922
Total current liabilities		1,506
Long-term debt		6,707
Deferred income taxes		1,097
Regulatory liabilities		2,664
Other deferred credits and other liabilities		1,109
Total Liabilities		13,083
Total purchase price	$	6,839

Business Acquisition, Pro Forma Information

The following unaudited pro forma financial information reflects the consolidated results of operations of Dominion Energy assuming the Dominion Energy Questar Combination had taken place on January 1, 2016. The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of the consolidated results of operations that would have been achieved or the future consolidated results of operations of the combined company.

	Twelve Months Ended December 31,
	2016(1)
(millions, except EPS)
Operating Revenue	$	12,497
Net income attributable to Dominion Energy		2,300
Earnings Per Common Share – Basic	$	3.73
Earnings Per Common Share – Diluted	$	3.73

(1) Amounts include adjustments for non-recurring costs directly related to the Dominion Energy Questar Combination.