0001193125-17-210147.txt : 20170622 0001193125-17-210147.hdr.sgml : 20170622 20170622131233 ACCESSION NUMBER: 0001193125-17-210147 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161231 FILED AS OF DATE: 20170622 DATE AS OF CHANGE: 20170622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOMINION ENERGY INC /VA/ CENTRAL INDEX KEY: 0000715957 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 541229715 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08489 FILM NUMBER: 17924699 BUSINESS ADDRESS: STREET 1: 120 TREDEGAR STREET CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8048192000 MAIL ADDRESS: STREET 1: P. O. BOX 26532 CITY: RICHMOND STATE: VA ZIP: 23261 FORMER COMPANY: FORMER CONFORMED NAME: DOMINION RESOURCES INC /VA/ DATE OF NAME CHANGE: 19920703 11-K 1 d402020d11k.htm FORM 11-K Form 11-K
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 11-K

 

 

(Mark One):

 

 

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

 
  or  
 

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

 

Commission File Number 333-202366

 

  A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

DOMINION HOURLY SAVINGS PLAN

 

  B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

DOMINION ENERGY, INC.

120 Tredegar Street

Richmond, VA 23219


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DOMINION HOURLY SAVINGS PLAN

 

TABLE OF CONTENTS    Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     1

FINANCIAL STATEMENTS:

  

Statements of Net Assets Available for Benefits as of December  31, 2016 and 2015

     2

Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2016

     3

Notes to Financial Statements as of December  31, 2016 and 2015, and for the Year Ended December 31, 2016

     4

SUPPLEMENTAL SCHEDULE:

  

Form 5500, Schedule H, Part IV, Line 4i—Schedule of Assets (Held at End of Year) as of December 31, 2016

   18
NOTE: All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Administrative Benefits Committee

of Dominion Energy, Inc. and the Participants

of the Dominion Hourly Savings Plan

Richmond, Virginia

We have audited the accompanying statements of net assets available for benefits of Dominion Hourly Savings Plan (the “Plan”) as of December 31, 2016 and 2015, and the related statement of changes in net assets available for benefits for the year ended December 31, 2016. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2016 and 2015, and the changes in net assets available for benefits for the year ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

The supplemental schedule listed in the Table of Contents has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in compliance with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, such schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ DELOITTE & TOUCHE LLP

Richmond, Virginia

June 22, 2017

 

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DOMINION HOURLY SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

AS OF DECEMBER 31, 2016 AND 2015

 

                                                   
      2016    2015

ASSETS:

     

Investments:

     

Participant-directed investments

   $ 440,971,654      $ 407,374,378  
  

 

 

 

Receivables:

     

Notes receivable from participants

     10,696,229        10,854,650  

Participant contributions

     993,074        861,083  

Employer contributions

     382,066        337,502  

Accrued investment income

     842        404  

Receivables for securities sold

     1,257,764        420,555  
  

 

 

 

Total receivables

     13,329,975        12,474,194  
  

 

 

 

Total assets

     454,301,629        419,848,572  
  

 

 

 

LIABILITIES:

     

Payables for securities purchased

            33,402  

Benefits payable

     293,384         
  

 

 

 

Total liabilities

     293,384        33,402  
  

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS

   $ 454,008,245      $ 419,815,170  

See notes to financial statements.

 

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DOMINION HOURLY SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

YEAR ENDED DECEMBER 31, 2016

 

                         

ADDITIONS:

        

Contributions:

  

Participant contributions

   $ 16,688,272  

Rollover contributions

     1,129,031  

Employer contributions

     6,780,549  
  

 

 

 

Total contributions

     24,597,852  
  

 

 

 

Investment Income:

  

Interest

     2,661  

Dividends

     8,593,422  

Net appreciation in fair value of investments

     33,144,254  

Income from Master Trust

     7,966,763  
  

 

 

 

Net investment income

     49,707,100  
  

 

 

 

Interest income on notes receivable from participants

     453,642  
  

 

 

 

Total additions

     74,758,594  
  

 

 

 

DEDUCTIONS:

  

Benefits paid to participants

     35,905,211  

Administrative expenses

     415,695  
  

 

 

 

Total deductions

     36,320,906  
  

 

 

 

NET INCREASE IN NET ASSETS BEFORE TRANSFERS

     38,437,688  

TRANSFER OF PARTICIPANTS’ ASSETS FROM THE PLAN, NET

     (4,244,613
  

 

 

 

NET INCREASE IN NET ASSETS

     34,193,075  

NET ASSETS AVAILABLE FOR BENEFITS:

  

Beginning of year

     419,815,170  
  

 

 

 

End of year

   $ 454,008,245  

See notes to financial statements.

 

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DOMINION HOURLY SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2016 AND 2015, AND FOR THE YEAR ENDED DECEMBER 31, 2016

 

 

 

1. DESCRIPTION OF PLAN

The following description of the Dominion Hourly Savings Plan (the Plan) provides only general information. Participants should refer to the Summary Plan Description for a more complete description of the Plan’s provisions.

 

  a. General—The Plan is a defined contribution plan covering union-eligible employees (the Employees) of the Virginia Electric and Power Company (the Employer) who are 18 years of age or older, regular full-time or part-time employees and are scheduled to work at least 1,000 hours per year. Dominion Energy, Inc., formerly known as Dominion Resources, Inc., (Dominion Energy or the Company) is the designated Plan sponsor. The Plan administrator is Dominion Energy Services, Inc., a subsidiary of Dominion Energy. The Northern Trust Company (Northern Trust) serves as the trustee of the Plan. The Plan is subject to the provisions set forth in the Employee Retirement Income Security Act of 1974 (ERISA), as amended.

 

  b. Contributions—Participants may contribute not less than 2% and not more than 50% of their eligible earnings, all of which may be on a tax-deferred basis, or up to 20% on an after-tax basis. Employee contributions are subject to certain Internal Revenue Code (IRC) limitations. The Employer contributes a matching amount equivalent to 50% of each participant’s contributions (up to a maximum of 6%), not to exceed 3% of the participant’s eligible earnings. For participants who have 20 or more years of service with Dominion Energy or its subsidiaries, the Employer’s matching contribution is 66.7% of each participant’s contributions (up to a maximum of 6%), not to exceed 4% of the participant’s eligible earnings. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans.

Employees are enrolled automatically into the Plan at a 3% tax-deferred contribution rate approximately 45 days after the date of hire, rehire, or transfer unless an alternative election is made. Certain rehires and transfers are generally auto-enrolled depending on criteria such as, but not limited to, their hire date and enrollment status. The Plan also provides for an automatic auto-save feature that increases contributions by one percent and each year thereafter up to six percent as specified by the Plan.

 

  c. Participant Accounts—Individual accounts are maintained for each Plan participant. Each participant’s account includes the effect of the participant’s contributions and withdrawals, as applicable, and allocations of Employer contributions, Plan earnings or losses, and administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the vested portion of the participant’s account.

Individual participant accounts invested in the Common Collective Trust Funds and the separately managed accounts are maintained on a unit value basis. Participants do not have beneficial ownership in specific underlying securities or other assets in the various funds, but have an interest therein represented by units valued as of the last business day of the period. The various funds earn dividends and interest, which are automatically reinvested within the funds. Generally, contributions to and withdrawal payments from each fund are converted to units by dividing the amounts of such transactions by the unit values as last determined, and the participants’ accounts are charged or credited with the number of units properly attributable to each participant.

 

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  d. Participants—Each Employee is eligible to participate in the Plan on an entirely voluntary basis. Participation by an Employee becomes effective immediately upon enrollment in the Plan.

 

  e. Vesting—Participants become immediately vested in their own contributions and the earnings on these amounts. Participants generally become vested in Employer matching contributions and related earnings after three years of service.

 

  f. Forfeited Accounts—At December 31, 2016 and 2015, forfeited nonvested accounts totaled $16,943 and $23,004, respectively. During the year ended December 31, 2016, $27,772 of forfeited nonvested accounts was used to reduce employer contributions.

 

  g. Investment Options

 

    Participant Contributions—Upon enrollment in the Plan, a participant may direct his or her contributions in any option in 1% increments totaling to 100%. Changes in investment options may be made at any time and participant investment election changes become effective with the subsequent pay period. However, if the participant has not made investment directions at the time the contribution is made, the participant contributions will be automatically invested in the Target Retirement Trust corresponding with the participant’s age (assuming retirement at age 65). The Plan provides for employee contributions to be invested in the following:

 

  ¡ Dominion Stock Fund(1)
  ¡ Interest in Master Trust(2):

Dominion Money Market Fund

Real Estate Fund

Intermediate Bond Fund(3)

S&P 500 Index Fund(3)

Small/Mid Cap Equity Index Fund(3)

Multi-Asset Class Inflation Managed Collective Investment Trust(3)

  ¡ Common Collective Trusts(3):

Target Retirement Income Trust I(4)

Target Retirement 2015 Trust I(5)

Target Retirement 2020 Trust I(5)

Target Retirement 2025 Trust I(5)

Target Retirement 2030 Trust I(5)

Target Retirement 2035 Trust I(5)

Target Retirement 2040 Trust I(5)

Target Retirement 2045 Trust I(5)

Target Retirement 2050 Trust I(5)

Target Retirement 2055 Trust I(5)

  ¡ Mutual Funds:

International Equity Fund(6)

Emerging Markets Equity Fund(7)

International Bond Fund(8)

1-3 Year Bond Fund(9)

 

(1) The Dominion Stock Fund invests primarily in Dominion Energy common stock.
(2) See Plan Interest in Master Trust in Note 3 for details about the related investment strategies.

 

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(3) These Funds do not have any unfunded commitments and do not have any applicable liquidation periods or defined terms/periods to be held. The Plan may generally sell assets from the Trusts to satisfy participant payment obligations (assets are redeemable daily) and may transfer assets from the Trusts to other investment options based on participant elections (overnight liquidity is generally available).
(4) The Target Retirement Income Trust is designed for investors with an intermediate-term investment horizon (at least three to five years) who are seeking a high level of current income. Normal investment mix includes 70% bonds and 30% stocks.
(5) These Target Retirement Trusts are designed for investors seeking to retire between 2015 and 2057 and to provide for a reasonable level of income and long-term growth of capital and income. Normal investment mix: 2015 Trust I—50% bonds and 50% stocks; 2020 Trust I—40% bonds and 60% stocks; 2025 Trust I—32% bonds and 68% stocks; 2030 Trust I—25% bonds and 75% stocks; 2035 Trust I—17% bonds and 83% stocks; and 2040 Trust I, 2045 Trust I, 2050 Trust I and 2055 Trust I—10% bonds and 90% stocks.
(6) The International Equity Fund invests primarily in common stocks of strong, undervalued companies which exhibit growing earnings based primarily in Europe and the Pacific Basin, ranging from small firms to large corporations.
(7) The Emerging Markets Equity Fund invests primarily in equity securities issued in emerging markets around the world.
(8) The International Bond Fund invests primarily in non-U.S. fixed income instruments and investment grade debt securities.
(9) The 1-3 Year Bond Fund invests primarily in bonds, investment grade domestic debt obligations and other fixed income securities with maturities of 3 years or less.

 

    Employer Contributions—Employer matching contributions are deposited in accordance with the participant’s investment directions or the Target Retirement Trust corresponding with the participant’s age (assuming retirement at age 65) if the participant has not made investment directions at the time the contribution is made.

 

  h. Participant Loans—Participants are eligible to secure loans against their plan account with a maximum repayment period of 5 years. The minimum loan amount is $1,000 and the maximum loan amount is the lesser of:

 

    50% of the vested account balance, or
    $50,000 (reduced by the difference between the highest outstanding loan balance during the prior 12 months and the outstanding loan balance on the date of the new loan)

The loans are interest-bearing at the prime rate of interest plus 1%. The rate is determined at the beginning of each month if a change has occurred in the prime rate. However, the rate is fixed at the inception of the loan for the life of the loan.

Participants make principal and interest payments to the Plan through payroll deductions. Any defaults in loans result in a reclassification of the remaining loan balances as taxable distributions to the participants.

 

  i. Payment of Benefits—On termination of service, a participant may elect to receive either a lump sum amount equal to the value of the participant’s vested interest in his or her account or defer the payment to a future time no later than the year in which the participant attains age 70 1/2. If the participant retires from the Company, he or she may elect to receive installment payments.

 

  j. Flexible Dividend Options—Participants are given the choice of (1) receiving cash dividends paid on vested shares held in their Dominion Stock Fund or (2) reinvesting the dividends in the Dominion Stock Fund.

 

  k. Plan Changes—Effective October 1, 2016, Dominion Energy replaced the Neuberger Berman Multi-Asset Class Inflation Managed Fund, a mutual fund, one of the investment options in the Plan, with the Neuberger Berman Multi-Asset Class Inflation Managed Collective Investment Trust, a common collective trust.

Effective January 1, 2017, employees hired on or after January 1, 2017 will continue to be automatically enrolled into the Plan; however, the tax-deferred contribution rate will increase to 4%. The Plan will continue to provide for an automatic auto-save feature that increases participant contributions by 1% and each year thereafter; however, the maximum contributions will increase to 7%. The Employer matching contribution will change to 100% of the participant’s contributions (up to a maximum of 7%) and will adjust based on the participant’s years of service.

 

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

  a. Basis of Accounting—The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).

 

  b. Use of Estimates—The preparation of financial statements in conformity with GAAP requires Plan management to make estimates and assumptions that affect the reported amounts of net assets available for benefits, and changes therein. Actual results could differ from those estimates.

 

  c. Risks and Uncertainties—The Plan utilizes various investment instruments. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such change could materially affect the value of the participants’ account balances and the amounts reported in the financial statements.

 

  d. Valuation of Investments—The Plan’s investments are stated at fair value. See Notes 3 and 4 for further information.

 

  e. Notes Receivable from Participants—Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are recorded as distributions based on the terms of the Plan document.

 

  f. Investment Income—Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividend income is recognized on the ex-dividend date.

Net appreciation (depreciation) includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

Income from Master Trust includes dividend income and realized and unrealized appreciation (depreciation).

Investment management fees and operating expenses charged to the Plan are deducted from income earned on a daily basis and are not separately reflected. Consequently, investment management fees and operating expenses are reflected as a reduction of investment return.

 

  g. Administrative Expenses—As permitted by law, the reasonable administrative costs of the Plan are paid from the Plan’s Trust. Dominion Energy pays any administrative costs that are not charged to the Plan. In addition, participants who elect to participate in a financial advisory program offered by the Plan will have administrative fees deducted from their account.

 

  h. Payment of Benefits—Benefit payments to participants are recorded upon distribution.

 

  i. Transfers—In addition to the Plan, Dominion Energy also sponsors several other savings plans for employees of Dominion Energy and certain of its subsidiaries which do not participate in this Plan. If participants change employment among Dominion Energy and its covered subsidiaries during the year, their account balances are transferred into the corresponding plan. For the year ended December 31, 2016, the Plan transferred $4,430,063 and $185,450 of participants’ assets to and from other plans, respectively.

 

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  j. Excess Contributions Payable—The Plan is required to return to Plan participants any contributions received during the Plan year in excess of the IRC limits. There were no excess contributions payable at December 31, 2016 and 2015.

 

  k. Accounting Standards Update—In February 2017, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2017-06, Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965): Employee Benefit Plan Master Trust Reporting (a consensus of the Emerging Issues Task Force). The amendments in this ASU clarify presentation requirements for a plan’s interest in a master trust and require more detailed disclosure of the plan’s interest in the master trust. ASU 2017-06 is effective for fiscal years beginning after December 15, 2018 and early adoption is permitted. The Plan is currently evaluating the timing of adoption as well as the potential impact on the financial statements.

 

3. PLAN INTEREST IN MASTER TRUST

The Plan’s investments in the Dominion Money Market Fund, the Real Estate Fund, the Intermediate Bond Fund, the S&P 500 Index Fund, the Small/Mid Cap Equity Index Fund and the Multi-Asset Class Inflation Managed Collective Investment Trust are held in a Master Trust that was established for the investment of assets for the Plan and other employee benefit plans of Dominion Energy and its subsidiaries. Northern Trust held the assets of the Master Trust as of December 31, 2016 and 2015.

Dominion Money Market FundAs of December 31, 2016 and 2015, the Plan’s interest in the net assets of the Fund was approximately 9%. Investment income and administrative expenses relating to the Fund are allocated to the individual plans based upon average monthly balances invested by each plan. The Fund invests primarily in short-term securities.

The following tables present the value of the undivided investments and related investment income in the Dominion Money Market Fund:

 

                                               
      December 31,
2016
  December 31,
2015

Short-term securities(1)

   $ 490,090,472     $ 495,450,467  

Asset-backed securities

     14,774,495        

Receivables

     32,101       16,244  

Payables

     (122,620     (67,941
  

 

 

 

Total

   $ 504,774,448     $ 495,398,770  
  (1) Includes bonds, commercial papers and NT Collective Short Term Investment Fund.

 

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Investment income for the Dominion Money Market Fund was as follows:

 

                       
      Year Ended
December 31,
2016

Interest

   $ 516,644  

Net investment appreciation

     3,430,213  
  

 

 

 

Total

   $ 3,946,857  

Real Estate Fund—As of December 31, 2016 and 2015, the Plan’s interest in the net assets of the Fund was approximately 6%. The Fund invests primarily in equity securities of real estate business companies, which are stated at fair value based on the closing sales price reported on the NYSE on the last business day of the Plan year. The Fund employs a value-driven approach to invest in equity securities of companies that are in the U.S. real estate business. The focus is on real estate investment trusts (REITs), as well as real estate operating companies. The Fund is diversified among property types and geographic regions primarily within the U.S. Investment income and expenses relating to the Fund are allocated to the individual plans based upon average monthly balances invested by each participant.

The following tables present the value of the undivided investments and related investment income in the Real Estate Fund:

 

                                               
      December 31,
2016
  December 31,
2015

Corporate stocks

   $ 91,505,672     $ 83,695,463  

Short-term investment fund

     1,449,669       1,830,231  

Receivables

     479,941       866,974  

Payables

     (161,925     (464,266
  

 

 

 

Total

   $ 93,273,357     $ 85,928,402  

Investment income for the Real Estate Fund was as follows:

 

                       
      Year Ended
December 31,
2016

Interest

   $ 8,497  

Dividends

     3,812,704  

Net investment appreciation

     3,454,127  
  

 

 

 

Total

   $ 7,275,328  

Intermediate Bond Fund—As of December 31, 2016 and 2015, the Plan’s interest in the net assets of the Fund was approximately 9%. The Fund invests in privately held fixed income mutual funds that invest in U.S. government securities, corporate debt instruments, other debt instruments and money market investments which are stated at fair value based on the closing sales price reported on the pertinent exchanges on the last business day of the Plan year. The weighted average maturity of the portfolio is benchmarked to the Barclays U.S. Aggregate Bond Index, a proxy for the bond market. Investment income and expenses relating to the Fund are allocated to the individual plans based upon average monthly balances invested by each participant.

 

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The Intermediate Bond Fund consists of the following privately held mutual funds owned by the Master Trust, the strategies of which are stated below:

 

    PIMCO Mortgage PortfolioThe Portfolio seeks maximum total return by generally investing at least 80% of its assets in a diversified portfolio of mortgage-related securities of varying maturities, which may be represented by options, futures contracts, swap agreements, or asset-backed securities (ABS).

 

    PIMCO U.S. Government Sector PortfolioThe Portfolio seeks maximum total return by generally investing at least 80% of its assets in a portfolio of U.S. government securities of varying maturities, or in securities that provide exposure to the U.S. government securities sector, such as options, futures contracts, swap agreements, or mortgage-backed securities (MBS).

 

    PIMCO Investment Grade Corporate PortfolioThe Portfolio seeks maximum total return by generally investing at least 80% of its assets in a portfolio of investment grade corporate fixed income investments of varying maturities, which may be represented by options, futures contracts, and/or swap agreements.

 

    PIMCO Real Return PortfolioThe Portfolio seeks maximum total return by generally investing at least 80% of its net assets in inflation-indexed bonds of varying maturities issued by the U.S. and non-U.S. governments, their agencies or instrumentalities, and corporations, which may be represented by options, futures contracts, or swap agreements.

 

    PIMCO Short-Term Floating NAV Portfolio IIThe Portfolio seeks maximum current income, consistent with preservation of capital and daily liquidity, by generally investing at least 65% of its total assets in a diversified portfolio of fixed income instruments of varying maturities, which may be represented by forwards. Bonds, debt securities and other similar instruments issued by various U.S. and non-U.S. public- or private sector entities make up the fixed income instruments (Fixed Income Instruments).

 

    PIMCO International PortfolioThe Portfolio seeks maximum total return by generally investing at least 80% of its net assets in a portfolio of Fixed Income Instruments of non-U.S. issuers, representing at least three non-U.S. countries or currencies, which may be represented by options, futures contracts, swap agreements, MBS, or ABS.

 

    PIMCO Emerging Markets PortfolioThe Portfolio seeks maximum total return by generally investing at least 80% of its assets in a portfolio of Fixed Income Instruments that economically are tied to emerging market countries, which may be represented by options, futures contracts, swap agreements, MBS, or ABS.

 

    PIMCO Asset-Backed Securities PortfolioThe Portfolio seeks maximum total return by generally investing at least 80% of its assets in a portfolio of ABS of varying maturities, which may be represented by options, futures contracts, or swap agreements. Assets not invested in ABS may be invested in other types of Fixed Income Instruments.

 

    PIMCO High Yield PortfolioThe Portfolio seeks maximum total return by generally investing at least 80% of its assets in a diversified portfolio of high yield securities (junk bonds), which may be represented by forwards or derivatives such as options, futures contracts, or swap agreements, rated below investment grade by Moody’s Investors Service, Inc. (Moody’s), or equivalently rated by Standard & Poor’s Rating Services (S&P) or Fitch, Inc. (Fitch), or, if unrated, determined by PIMCO to be of comparable quality.

 

    PIMCO Municipal Sector PortfolioThe Portfolio seeks maximum total return by generally investing at least 80% of its assets in a portfolio of fixed income securities of varying maturities issued by or on behalf of states and local governments and their agencies, authorities and other instrumentalities (Municipal Securities), or in instruments that provide exposure to the Municipal Securities sector, such as options, futures contracts, or swap agreements.

 

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The following tables present the value of the undivided investments and related investment income in the Intermediate Bond Fund:

 

                                               
      December 31,
2016
  December 31,
2015

PIMCO Mortgage Portfolio

   $ 38,581,633     $ 31,133,111  

PIMCO U.S. Government Sector Portfolio

     37,239,328       23,857,105  

PIMCO Investment Grade Corporate Portfolio

     25,828,939       23,777,344  

PIMCO Real Return Portfolio

     16,056,425       20,604,636  

PIMCO Short-Term Floating NAV Portfolio II

     3,969,817       16,893,156  

PIMCO International Portfolio

     13,522,805       14,229,313  

PIMCO Emerging Markets Portfolio

     11,136,035       9,583,243  

PIMCO Asset-Backed Securities Portfolio

     14,871,681       11,656,346  

PIMCO High Yield Portfolio

     8,766,092       9,513,304  

PIMCO Municipal Sector Portfolio

     1,948,089       1,902,211  

Cash

     589,966       661,399  

Receivables

     4,583       6,158  

Payables

     (145,251     (153,567
  

 

 

 

Total

   $ 172,370,142     $ 163,663,759  

Investment income for the Intermediate Bond Fund was as follows:

 

                       
      Year Ended
December 31,
2016

Interest

   $ 5,145,840  

Net investment appreciation

     1,298,105  
  

 

 

 

Total

   $ 6,443,945  

S&P 500 Index Fund—As of December 31, 2016 and 2015, the Plan’s interest in the net assets of the Fund was approximately 6%. The Fund attempts to replicate the S&P 500 Index by investing in the stocks that make up the S&P 500 Index, holding each stock in approximately the same proportion as its weighting within the Index. Investment income and expenses relating to the Fund are allocated to the individual plans based upon average monthly and quarterly balances, respectively, invested by each participant.

The following tables present the value of the undivided investments and related investment income in the S&P 500 Index Fund:

 

                                               
      December 31,
2016
   December 31,
2015

Common Collective Trust

   $ 501,654,643      $ 477,071,228  

 

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Investment income for the S&P 500 Index Fund was as follows:

 

                       
      Year Ended
December 31,
2016

Net investment appreciation

   $ 54,879,245  

Small/Mid Cap Equity Index Fund—As of December 31, 2016 and 2015, the Plan’s interest in the net assets of the Fund was approximately 8%. The Fund seeks to approximate the risk/return objectives of the Dow Jones U.S. Completion Total Stock Market Index, an Index designed to represent all U.S. Equity issues with readily available prices, excluding the components of the S&P 500 Index. Investment income and expenses relating to the Fund are allocated to the individual plans based upon average monthly and quarterly balances, respectively, invested by each participant.

The following tables present the value of the undivided investments and related investment income in the Small/Mid Cap Equity Index Fund:

 

                                               
      December 31,
2016
   December 31,
2015

Common Collective Trust

   $ 298,757,939      $ 280,344,396  

Investment income for the Small/Mid Cap Equity Index Fund was as follows:

 

                       
      Year Ended
December 31,
2016

Net investment appreciation

   $ 41,384,886  

Multi-Asset Class Inflation Managed Collective Investment Trust—Effective October 1, 2016, the Neuberger Berman Multi-Asset Class Inflation Managed Fund, a mutual fund, was replaced byth the Neuberger Berman Multi-Asset Class Inflation Managed Collective Investment Trust, a common collective trust. As of December 31, 2016, the Plan’s interest in the net assets of the Trust was approximately 2%. The Trust seeks to provide long term real returns across various markets, especially during stable to rising inflationary environments. The Trust can invest in equities, commodities, REITs, Master Limited Partnerships (MLPs), debt securities, fixed and floating rate debt as well as inflation-linked debt issued by governments and corporates both domestic and foreign and other asset classes that can offer the opportunity to outperform inflation over the long term. Investment income and expenses relating to the Fund are allocated to the individual plans based upon average monthly and quarterly balances, respectively, invested by each participant.

The following tables present the value of the undivided investments and related investment income in the Multi-Asset Class Inflation Managed Collective Investment Trust:

 

                       
      December 31,
2016

Common Collective Trust

   $ 4,731,994  

Investment income for the Multi-Asset Class Inflation Managed Collective Investment Trust was as follows:

 

                       
      Year Ended
December 31,
2016

Net investment appreciation

   $ 27,068  

 

12


Table of Contents
4. FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date. Fair values are based on assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and the risks inherent in valuation techniques and the inputs to valuations. Fair value measurements assume that the transaction occurs in the principal market for the asset or liability (the market with the most volume and activity for the asset or liability from the perspective of the reporting entity), or in the absence of a principal market, the most advantageous market for the asset or liability (the market in which the reporting entity would be able to maximize the amount received or minimize the amount paid). The Plan applies fair value measurements to the Plan’s investments in accordance with the requirements described above.

Inputs and Assumptions

The Plan maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring the fair value of its investments. Fair value is based on actively-quoted market prices, if available. In the absence of actively-quoted market prices, the Plan seeks price information from external sources, including broker quotes. When evaluating pricing information provided by brokers, the Plan considers whether the broker is willing and able to trade at the quoted price, if the broker quotes are based on an active market or an inactive market and the extent to which brokers are utilizing a particular model if pricing is not readily available. If pricing information from external sources is not available, or if the Plan believes that observable pricing is not indicative of fair value, judgment is required to develop the estimates of fair value. In those cases, the Plan must estimate prices based on available historical and near-term future price information and certain statistical methods that reflect market assumptions.

The inputs and assumptions used in measuring fair value for investments include the following:

  Ù Quoted securities prices and indices
  Ù Securities trading information including volume and restrictions
  Ù Maturity
  Ù Interest rates
  Ù Credit quality

The Plan regularly evaluates and validates the inputs used to estimate fair value by a number of methods, including review and verification of models, as well as various market price verification procedures such as the use of multiple broker quotes to support the market price of the various investments in which the Plan transacts.

The Plan’s investments are stated at fair value. Mutual funds are valued at quoted market prices, which represent the value of shares held by the Plan at year-end. Investment in the Dominion Stock Fund is stated at fair value, which has been determined by the custodian based on the fair value of the underlying investments within the fund. The Dominion Stock Fund is made up of Dominion Energy common stock specific to the Plan and other employee benefit plans of Dominion Energy and its subsidiaries and a NT Collective Short Term Investment Fund which is a Common Collective Trust Fund. Common Collective Trust Funds are stated at fair value as determined by the issuer of the Common Collective Trust Funds based on the fair value of the underlying investments.

 

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Table of Contents

Levels

The Plan utilizes the following fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels:

 

  a. Level 1—Quoted prices (unadjusted) in active markets for identical assets that the Plan has the ability to access at the measurement date.

 

  b. Level 2—Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset, including quoted prices for similar assets in active markets, quoted prices for identical or similar assets in inactive markets, inputs other than quoted prices that are observable for the asset, and inputs that are derived from observable market data by correlation or other means.

 

  c. Level 3—Unobservable inputs for the asset, including situations where there is little, if any, market activity for the asset.

The fair value hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable data (Level 3). In some cases, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. In these cases, the lowest level input that is significant to a fair value measurement in its entirety determines the applicable level in the fair value hierarchy. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment, considering factors specific to the asset.

The Plan recognizes transfers among Level 1, Level 2 and Level 3 based on fair values as of the first day of the month in which the transfer occurs. Transfers out of Level 3 represent assets that were previously classified as Level 3 for which the inputs became observable for classification in either Level 1 or Level 2.

Recurring Fair Value Measurements

Fair value measurements are separately disclosed by level within the fair value hierarchy.

Plan Investments

The following table presents the Plan’s investments that are measured at fair value for each hierarchy level as of December 31, 2016 and 2015:

 

     2016   2015
     Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3   Total

Dominion Stock Fund

  $ 224,586,772     $     $     $ 224,586,772     $ 206,058,293     $     $     $ 206,058,293  

Mutual Funds:

               

International Equity Fund

    13,008,344                   13,008,344       14,210,274                   14,210,274  

Emerging Markets Equity Fund

    177,561                   177,561       53,571                   53,571  

International Bond Fund

    437,183                   437,183       140,601                   140,601  

Multi-Asset Class Inflation Managed Fund(1)

                            51,166                   51,166  

1-3 Year Bond Fund

    161,222                   161,222       87,454                   87,454  
 

 

 

 

Total recorded at fair value

  $ 238,371,082     $     $       238,371,082     $ 220,601,359     $     $       220,601,359  
 

 

 

 

Assets recorded at NAV(2):

               

Common Collective Trusts(3)

          81,585,701             71,728,691  
       

 

 

 

       

 

 

 

Total

                          $ 319,956,783                             $ 292,330,050  

 

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Table of Contents
  (1) The Multi-Asset Class Inflation Managed Fund was replaced in October 2016 by the Multi-Asset Class Inflation Managed Collective Investment Trust, an investment held in Master Trust, which resulted in lower annual investment management fees.
  (2) These investments that are measured at fair value using the NAV per share (or its equivalent) as a practical expedient which are not required to be categorized in the fair value hierarchy. The total fair value of these investments included in the table to permit reconciliation of the fair value hierarchy to the amounts presented in the Statements of Net Assets Available for Benefits.
  (3) See Note 1.g. Investment Options for a description of the individual investments included within this line item, and the nature and risk of each respective fund. Also included in the Common Collective Trusts is the NT Collective Short Term Investment Fund which is comprised of money market instruments with short-term maturities used for temporary investment and is not an investment option for participants. The Fund’s objective is to provide an investment vehicle for cash reserves while offering a competitive rate of return. Liquidity is emphasized to provide for redemption of units on any business day. Principal preservation is also a prime objective. Admissions and withdrawals are made daily. Interest is accrued daily and distributed monthly.

Investments Held in Master Trust

The following table presents the investments held in the Master Trust for the Plan and other employee benefit plans of Dominion Energy and its subsidiaries that are measured at fair value for each hierarchy level as of December 31, 2016 and 2015:

 

     2016   2015
     Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3   Total

Master Trust(1):

               

Dominion Money Market Fund:

               

Short-term securities

  $     $ 470,907,098     $     $ 470,907,098     $     $ 495,398,770     $     $ 495,398,770  

Asset-backed securities

          14,774,495             14,774,495                          
 

 

 

 

Total Dominion Money Market Fund

          485,681,593             485,681,593             495,398,770             495,398,770  
 

 

 

 

Real Estate Fund:

               

Corporate stocks

    91,505,672                   91,505,672       83,695,463                   83,695,463  
 

 

 

 

Total Real Estate Fund

    91,505,672                   91,505,672       83,695,463                   83,695,463  
 

 

 

 

Total recorded at fair value

  $ 91,505,672     $ 485,681,593     $       577,187,265     $ 83,695,463     $ 495,398,770     $       579,094,233  
 

 

 

 

Assets recorded at NAV(2):

               

Common Collective Trusts(3)

          826,005,116             759,648,563  

Intermediate Bond Fund(4)

          172,370,142             163,663,759  
       

 

 

 

       

 

 

 

Total assets recorded at NAV

          998,375,258             923,312,322  
       

 

 

 

       

 

 

 

Total investments

                          $ 1,575,562,523                             $ 1,502,406,555  

 

  (1) As discussed in Note 3, the Plan’s interest in the net assets of the Master Trust at December 31, 2016 and 2015 was as follows: Dominion Money Market Fund (9% for both periods) and Real Estate Fund (6% for both periods).
  (2) These investments that are measured at fair value using the NAV per share (or its equivalent) as a practical expedient which are not required to be categorized in the fair value hierarchy. The total fair value of these investments included in the table to permit reconciliation of the fair value hierarchy to the amounts presented in the Statements of Net Assets Available for Benefits.
  (3) See Note 1.g. Investment Options for a description of Common Collective Trusts and Plan Interest in Master Trust in Note 3 for details about the related investment strategies. Also included in the Common Collective Trusts is the NT Collective Short Term Investment Fund which is comprised of money market instruments with short-term maturities used for temporary investment and is not an investment option for participants. The Fund’s objective is to provide an investment vehicle for cash reserves while offering a competitive rate of return. Liquidity is emphasized to provide for redemption of units on any business day. Principal preservation is also a prime objective. Admissions and withdrawals are made daily. Interest is accrued daily and distributed monthly.
  (4) See Note 3 for details about the related investment strategies.

 

5. FEDERAL INCOME TAX STATUS

The Plan is a qualified employees’ profit sharing trust under Section 401(k) of the IRC and, as such, is exempt from federal income taxes under Section 501(a). Pursuant to Section 402(a) of the IRC, a participant is not taxed on the income and pre-tax contributions allocated to the participant’s account until such time as the participant or the participant’s beneficiaries receive distributions from the Plan.

 

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Table of Contents

GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service (IRS). The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2016 and 2015, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions. The Plan administrator believes the Plan is no longer subject to income tax examinations for years prior to 2013.

The Plan obtained its latest determination letter on November 21, 2011, in which the IRS stated that the Plan, as then designed, was in compliance with the applicable requirements of the IRC. The Plan has been amended since applying for the determination letter; however, the Plan administrator believes that the Plan is currently designed and operated in compliance with the applicable requirements of the IRC. The Plan has identified certain immaterial operational and administrative issues. The Plan sponsor intends to take the necessary corrective action in accordance with the acceptable correction methods of the Employee Plans Compliance Resolution System (EPCRS) and has recorded an associated benefits payable at December 31, 2016. As the Plan sponsor is in the process of taking necessary corrective steps, the Plan administrator believes the Plan continues to maintain its tax-exempt status. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

 

6. EXEMPT PARTY-IN-INTEREST TRANSACTIONS

As of December 31, 2016, the Plan had an interest in the Master Trust and invested in shares of certain Common Collective Trusts that were managed by Northern Trust. At that date, Northern Trust was the trustee as defined by the Plan and, therefore, these transactions qualify as exempt party-in-interest transactions. Fees paid by the Plan for investment management services were included as a reduction of the return earned on each investment fund.

At December 31, 2016 and 2015, the Plan’s investment in the Dominion Stock Fund included 2,932,325 and 3,046,397 shares, respectively, of common stock of Dominion Energy, the Plan sponsor, with a cost basis of approximately $139 million and $135 million, respectively. During the year ended December 31, 2016, the Plan recorded dividend income related to Dominion Energy common stock of approximately $8 million.

 

7. PLAN TERMINATION

Although it has not expressed any intention to do so, the Employer has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event of any termination of the Plan, or upon complete or partial discontinuance of contributions, the accounts of each affected participant shall become fully vested.

 

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Table of Contents

 

 

SUPPLEMENTAL SCHEDULE

 

 

 

 

17


Table of Contents

DOMINION HOURLY SAVINGS PLAN

Employer ID No. 54-1229715

Plan Number: 005

FORM 5500, SCHEDULE H, PART IV, LINE 4i—

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2016

 

(a)


  

(b)

Identity of Issuer, Borrower,

Lessor or Similar Party

  

(c)
Description of Investment, including maturity

date, rate of interest, collateral, par, or

maturity value

  

(d)

Cost***

    

(e)

Current Value

 

*

  

Dominion Energy, Inc.

  

Dominion Stock Fund

      $ 224,586,772  
           

 

 

 
     

Common Collective Trusts:

     

*

  

Northern Trust Global Investments

  

NT Collective Short Term Investment Fund**

        292,182  
  

The Vanguard Group, Inc.

  

Target Retirement Income Trust I

        1,403,043  
  

The Vanguard Group, Inc.

  

Target Retirement 2015 Trust I

        2,535,920  
  

The Vanguard Group, Inc.

  

Target Retirement 2020 Trust I

        5,328,291  
  

The Vanguard Group, Inc.

  

Target Retirement 2025 Trust I

        8,465,634  
  

The Vanguard Group, Inc.

  

Target Retirement 2030 Trust I

        7,438,928  
  

The Vanguard Group, Inc.

  

Target Retirement 2035 Trust I

        8,526,430  
  

The Vanguard Group, Inc.

  

Target Retirement 2040 Trust I

        9,692,907  
  

The Vanguard Group, Inc.

  

Target Retirement 2045 Trust I

        14,962,651  
  

The Vanguard Group, Inc.

  

Target Retirement 2050 Trust I

        17,246,515  
  

The Vanguard Group, Inc.

  

Target Retirement 2055 Trust I

        5,693,200  
           

 

 

 
              81,585,701  
           

 

 

 
     

Mutual Funds:

     
  

American EuroPacific Growth Fund

  

International Equity Fund

        13,008,344  
  

Van Eck Securities Corporation

  

Emerging Markets Equity Fund

        177,561  
  

Pacific Investment Management Co., LLC

  

International Bond Fund

        437,183  
  

Northern Trust Global Investments

  

1-3 Year Bond Fund

        161,222  
           

 

 

 
              13,784,310  
           

 

 

 
  

Total investments excluding interest in Master Trust

        319,956,783  
           

 

 

 

*

  

Various participants

   Loans to Participants (4.25%-4.5% interest rates and range of maturity dates—1/5/17 to 1/15/22)         10,696,229  
           

 

 

 
    

Total assets (held at end of year)

            $ 330,653,012  

 

* A party-in-interest as defined by ERISA.
** The NT Collective Short Term Investment Fund is a money market account used for temporary investment and is not an investment option for participants.
*** Cost information is not required for participant-directed investments.

 

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Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Dominion Energy Services, Inc. Administrative Benefits Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    DOMINION HOURLY SAVINGS PLAN
      (name of plan)
Date: June 22, 2017       /s/ Wendy Wellener
          Wendy Wellener
     

Vice President, Dominion Energy Services, Inc.

Human Resources

 

19

EX-23 2 d402020dex23.htm EX-23 EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Post-Effective Amendment No. 1 to Registration Statement No. 333-202366 on Form S-8 of our report dated June 22, 2017, relating to the financial statements and financial statement schedule of the Dominion Hourly Savings Plan, appearing in this Annual Report on Form 11-K of the Dominion Hourly Savings Plan for the year ended December 31, 2016.

/s/ Deloitte & Touche LLP

Richmond, Virginia

June 22, 2017