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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM
8-K
 
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 18, 2019
 
         
Commission File Number
 
Exact name of Registrant as Specified in its Charter
 
IRS Employer Identification No.
         
001-08489
 
DOMINION ENERGY, INC.
 
54-1229715
         
000-55337
 
VIRGINIA ELECTRIC AND POWER COMPANY
 
54-0418825
         
001-37591
 
DOMINION ENERGY GAS HOLDINGS, LLC
 
46-3639580
         
            Virginia            
 
           120 Tredegar Street           
 
        23219        
(State or other jurisdiction
of incorporation)
 
(Address of Principal Executive Offices)
 
(Zip Code)
 
 
 
 
 
 
 
Registrants’ Telephone Number, Including Area Code:            
(804) 819-2000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
        Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
        
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
        
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
             
                                  Registrant                                  
 
                                Title of Each Class                                
 
Trading
    Symbol(s)    
 
Name of Each Exchange
      on which Registered      
DOMINION ENERGY, INC.
 
Common Stock, no par value
 
D
 
New York Stock Exchange
 
2016 Series A 5.25% Enhanced Junior Subordinated Notes
 
DRUA
 
New York Stock Exchange
 
2019 Series A Corporate Units
 
DCUE
 
New York Stock Exchange
DOMINION ENERGY GAS HOLDINGS, LLC
 
2014 Series C 4.6% Senior Notes
 
 
New York Stock Exchange
 
 
 
 
 
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934 (§
240.12b-2
of this chapter).
Emerging growth company            
      
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.          
 

Item 8.01
Other Events.
 
 
 
 
 
 
 
As reported in a Current Report on Form 8-K filed by Dominion Energy Gas Holdings, LLC (Dominion Energy Gas) on November 8, 2019, Dominion Energy Gas completed a restructuring in which Dominion Energy Gas (1) acquired Dominion Cove Point, LLC and Dominion MLP Holding Company II, LLC and (2) completed the disposition of The East Ohio Gas Company and Dominion Gathering and Processing, Inc. in a series of transactions (the Restructuring).
Attached hereto as Exhibit 99.1 are the unaudited consolidated financial statements of Dominion Energy, Inc., Virginia Electric and Power Company and Dominion Energy Gas (collectively, the Companies) for the quarter ended June 30, 2019, which replace Part I, Item 1. Financial Statements in the Companies’ Quarterly Report for the quarter ended June 30, 2019 as filed with the Securities and Exchange Commission (the SEC) on August 1, 2019 (the 2019 Second Quarter Form 10-Q). The unaudited consolidated financial statements with respect to Dominion Energy Gas give retrospective effect to the Restructuring as though it had occurred at the beginning of the period presented. Attached hereto as Exhibit 99.2 is Management’s Discussion and Analysis of Financial Condition and Results of Operations, which relates to the updated unaudited consolidated financial statements with respect to Dominion Energy Gas and replaces Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2019 Second Quarter Form 10-Q.
The information in this report should be read in conjunction with the other information included (but not replaced as described above) in the 2019 Second Quarter Form 10-Q. More current information is contained in the Companies’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 and the Companies’ other filings with the SEC.
Item 9.01
Financial Statements and Exhibits.
 
 
 
 
 
 
 
Exhibit
No.
 
 
Description
 
 
 
 
 
 
99.1
 
 
 
 
 
 
 
 
99.2
 
 
 
 
 
 
 
 
101
 
 
The following financial statements for the quarter ended June 30, 2019 from Dominion Energy, Inc.’s Current Report on Form
8-K,
filed on November 18, 2019, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Equity, (v) Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements. The following financial statements for the quarter ended June 30, 2019 from Virginia Electric and Power Company’s Current Report on Form
8-K,
filed on November 18, 2019, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Common Shareholder’s Equity (v) Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements. The following financial statements for the quarter ended June 30, 2019 from Dominion Energy Gas Holdings, LLC’s Current Report on Form
8-K,
formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Equity, (v) Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements.
 
 
 
 
 
 
104
 
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
     
DOMINION ENERGY, INC.
Registrat
 
 
 
 
/s/ Michele L. Cardiff
Name:
 
Michele L. Cardiff
Title:
 
Vice President, Controller and Chief Accounting Officer
 
 
 
 
 
  Date:     November 18, 2019
     
VIRGINIA ELECTRIC AND POWER COMPANY
Registrant
 
 
 
 
/s/ Michele L. Cardiff
Name:
 
Michele L. Cardiff
Title:
 
Vice President, Controller and Chief Accounting Officer
 
 
 
 
 
  Date:     November 18, 2019
     
DOMINION ENERGY GAS HOLDINGS, LLC
Registrant
 
 
 
 
/s/ Michele L. Cardiff
Name:
 
Michele L. Cardiff
Title:
 
Vice President, Controller and Chief Accounting Officer
 
 
 
 
 
  Date:     November 18, 2019