Acquisitions and Dispositions (Tables)

Nov. 18, 2019

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.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2019(1)		2018(1)		2019(1)		2018(1)
(millions, except EPS)
Operating Revenue	$	4,269	$	4,356	$	13,104	$	12,902
Net income attributable to Dominion Energy		1,029		923		1,991		2,054
Earnings Per Common Share – Basic	$	1.28	$	1.23	$	2.47	$	2.74
Earnings Per Common Share – Diluted	$	1.26	$	1.23	$	2.44	$	2.74

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

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 assumed at closing, including adjustments related to income taxes identified during 2019 as discussed in Note 5. The allocation is subject to change during the measurement period as additional information is obtained about the facts and circumstances that existed at closing. Any material adjustments to provisional amounts identified during the measurement period will be recognized and disclosed in the reporting period in which the adjustment amounts are determined. Certain tax-related amounts in the allocation of the purchase price below are preliminary and may change as Dominion Energy completes its analysis and review of applicable tax matters.

	Amount
(millions)
Total current assets(1)	$	1,782
Investments		224
Property, plant and equipment(2)		11,006
Goodwill		2,576
Regulatory assets(3)		3,940
Other deferred charges and other assets, including intangible assets		430
Total Assets		19,958
Total current liabilities		1,515
Long-term debt		6,707
Deferred income taxes		1,114
Regulatory liabilities		2,668
Other deferred credits and other liabilities(4)		1,115
Total Liabilities		13,119
Total purchase price(5)	$	6,839

(1) Includes $389 million of cash, restricted cash and equivalents, of which $115 million is considered restricted.

(2) Includes $105 million of certain property, plant and equipment associated with the NND Project for which Dominion Energy committed to forgo recovery in accordance with the SCANA Merger Approval Order. As a result, Dominion Energy’s Consolidated Statement of Income for the nine months ended September 30, 2019 includes a charge of $105 million ($79 million after-tax), included in impairment of assets and other charges.

(3) Includes $264 million of certain income tax-related regulatory assets associated with the NND Project for which Dominion Energy committed to forgo recovery in accordance with the SCANA Merger Approval Order. See Note 5 for additional information.

(4) Includes a $379 million pension and other postretirement benefit liability.

(5) Includes stock-based compensation awards with a fair value of $21 million.

East Ohio [Member]

Schedule of Disposal Groups, Including Discontinued Operations

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:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
(millions)
Operating revenue	$	155	$	148	$	538	$	527
Depreciation and amortization		23		19		66		55
Other operating expenses		90		88		364		322
Other income		20		18		55		54
Interest and related charges		11		10		30		27
Income tax expense		8		13		25		39
Net income from discontinued operations	$	43	$	36	$	108	$	138

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 September 30, 2019		At December 31, 2018
(millions)
Current assets of discontinued operations(1)	$	268	$	423
Investments		2		2
Property, plant and equipment, net		3,866		3,669
Regulatory assets		675		711
Other deferred charges and other assets, including goodwill and intangible assets		1,440		1,275
Noncurrent assets of discontinued operations		5,983		5,657
Current liabilities of discontinued operations		1,055		1,262
Long-term debt		1,554		1,300
Deferred income taxes and investment tax credits		741		716
Regulatory liabilities		769		747
Other deferred credits and liabilities		110		108
Noncurrent liabilities of discontinued operations		3,174		2,871

(1) Includes cash and cash equivalents of $5 million and $9 million as of September 30, 2019 and December 31, 2018, respectively.

Schedule Of Significant Non Cash And Capital Expenditure

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

	Nine Months Ended September 30,
	2019		2018
(millions)
Capital expenditures	$	267	$	246
Significant noncash items
Charge related to a voluntary retirement program		20		—
Accrued capital expenditures		10		6

DGP [Member]

Schedule of Disposal Groups, Including Discontinued Operations

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:

	Three Months Ended September 30,					Nine Months Ended September 30,
	2019		2018			2019		2018
(millions)
Operating revenue	$	31	$	42		$	110	$	144
Depreciation and amortization		1		4			4		11
Other operating expenses		27		42			83		137
Income tax expense (benefit)		1		(1	)		6		(1	)
Net income (loss) from discontinued operations	$	2	$	(3	)	$	17	$	(3	)

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 September 30, 2019		At December 31, 2018
(millions)
Current assets of discontinued operations(1)	$	24	$	21
Noncurrent assets of discontinued operations(2)		195		192
Current liabilities of discontinued operations		7		11
Noncurrent liabilities of discontinued operations		20		25

(1) Includes cash and cash equivalents of $5 million and less than $1 million dollars as of September 30, 2019 and December 31, 2018, respectively.

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

Schedule Of Significant Non Cash And Capital Expenditure

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

	Nine Months Ended September 31,
	2019		2018
(millions)
Capital expenditures	$	10	$	4