Back to GetFilings.com




SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________

FORM 10-Q
____________


(Mark one)

X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005

or

____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File Number 1-2255

VIRGINIA ELECTRIC AND POWER COMPANY
(Exact name of registrant as specified in its charter)

 

VIRGINIA
(State or other jurisdiction of incorporation or organization)

54-0418825
(I.R.S. Employer Identification No.)

 

 

701 EAST CARY STREET
RICHMOND, VIRGINIA
(Address of principal executive offices)


23219
(Zip Code)

 

 

(804) 819-2000
(Registrant's telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes    X   No         

Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Exchange Act). Yes       No    X  

At March 31, 2005, the latest practicable date for determination, 198,047 shares of common stock, without par value, of the registrant were outstanding.

PAGE 2

VIRGINIA ELECTRIC AND POWER COMPANY

INDEX

 

 

Page  
Number

PART I. Financial Information


Item 1.


Consolidated Financial Statements

 

 


Consolidated Statements of Income - Three Months Ended March 31, 2005 and 2004


3

 


Consolidated Balance Sheets - March 31, 2005 and December 31, 2004


4

 


Consolidated Statements of Cash Flows - Three Months Ended March 31, 2005 and 2004


6

 


Notes to Consolidated Financial Statements


7


Item 2.


Management's Discussion and Analysis of Financial Condition and Results of Operations


16


Item 3.


Quantitative and Qualitative Disclosures About Market Risk


30


Item 4.


Controls and Procedures


32

 


PART II. Other Information

 


Item 1.


Legal Proceedings


33


Item 4.


Submission of Matters to a Vote of Security Holders


33


Item 6.


Exhibits


33

 PAGE 3

VIRGINIA ELECTRIC AND POWER COMPANY

PART I. Financial Information
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

Three Months Ended
       March 31,       

2005

2004

(millions)

Operating Revenue

$1,597

$1,301

Operating Expenses

Electric fuel and energy purchases, net

474

395

Purchased electric capacity

128

146

Purchased gas

40

31

Other purchased energy commodities

189

80

Other operations and maintenance-external

424

179

Other operations and maintenance-affiliated

75

70

Depreciation and amortization

131

120

Other taxes

       46

       46

       Total operating expenses

  1,507

  1,067

Income from operations

       90

     234

Other income

       17

       12

Interest and related charges:

   Interest expense

65

60

   Interest expense-junior subordinated notes payable to affiliated trust

         8

          8

       Total interest and related charges

       73

        68

Income before income taxes

34

178

Income tax expense

       12

       69

Net Income

22

109

Preferred dividends

         4

         4

Balance available for common stock

$     18

$   105

_______________
The accompanying notes are an integral part of the Consolidated Financial Statements.

PAGE 4

VIRGINIA ELECTRIC AND POWER COMPANY

CONSOLIDATED BALANCE SHEETS
(Unaudited)

March 31,
2005

December 31,
2004
(1)

(millions)

ASSETS

Current Assets

Cash and cash equivalents

$      20 

$        2 

Customer accounts receivable (net of allowance of $14 in 2005 and
   $13 in 2004)


1,146 


1,289 

Other accounts receivable

39 

62 

Receivables from affiliates

90 

65 

Inventories

439 

554 

Derivative assets

1,094 

1,097 

Other

      240 

      238 

       Total current assets

   3,068 

   3,307 

Investments

Nuclear decommissioning trust funds

1,100 

1,119 

Other

         22 

         22 

       Total investments

    1,122 

    1,141 

Property, Plant and Equipment

Property, plant and equipment

19,881 

19,716 

Accumulated depreciation and amortization

   (7,834)

   (7,706)

       Total property, plant and equipment, net

   12,047 

   12,010 

Deferred Charges and Other Assets

Regulatory assets

364 

361 

Derivative assets

184 

174 

Other

       310 

       325 

       Total deferred charges and other assets

       858 

       860 

       Total assets

$17,095 

$17,318 

________________
(1)     
The Consolidated Balance Sheet at December 31, 2004 has been derived from the audited Consolidated Financial Statements at that date.

The accompanying notes are an integral part of the Consolidated Financial Statements.

 PAGE 5

VIRGINIA ELECTRIC AND POWER COMPANY

CONSOLIDATED BALANCE SHEETS-(Continued)
(Unaudited)

 

March 31,
2005

December 31,
2004
(1)

 

(millions)

LIABILITIES AND SHAREHOLDER'S EQUITY

 

 

 

 

 

Current Liabilities

 

 

Securities due within one year

$     620

$      12

Short-term debt

310

267

Accounts payable, trade

768

799

Payables to affiliates

101

122

Affiliated current borrowings

307

645

Accrued interest, payroll and taxes

233

176

Derivative liabilities

1,389

1,304

Other

       192

       235

       Total current liabilities

    3,920

    3,560

 

 

 

Long-Term Debt

 

 

Long-term debt

3,772

4,326

Junior subordinated notes payable to affiliated trust

412

412

Notes payable-other affiliates

       220

       220

       Total long-term debt

    4,404

    4,958

 

 

 

Deferred Credits and Other Liabilities

 

 

Deferred income taxes and investment tax credits

2,204

2,264

Asset retirement obligations

791

781

Derivative liabilities

309

163

Regulatory liabilities

400

387

Other

         82

         79

       Total deferred credits and other liabilities

    3,786

    3,674

       Total liabilities

  12,110

  12,192

 

 

 

Commitments and Contingencies (see Note 11)

 

 

 

 

 

Preferred Stock Not Subject to Mandatory Redemption

      257

      257

 

 

 

Common Shareholder's Equity

 

 

Common stock-no par value, 300,000 shares authorized;
   198,047 shares outstanding

3,388


3,388

Other paid-in capital

51

50

Retained earnings

1,189

1,302

Accumulated other comprehensive income

       100

       129

       Total common shareholder's equity

    4,728

    4,869

 

 

 

       Total liabilities and shareholder's equity

$17,095

$17,318

_______________
(1)
The Consolidated Balance Sheet at December 31, 2004 has been derived from the audited Consolidated Financial Statements at that date.

The accompanying notes are an integral part of the Consolidated Financial Statements.

PAGE 6

VIRGINIA ELECTRIC AND POWER COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

 

Three Months Ended
       March 31,       

 

2005

2004

 

(millions)

Operating Activities

 

 

Net Income

$    22 

$  109 

Adjustments to reconcile net income to net cash from operating activities:

 

 

     Depreciation and amortization

152 

143 

     Deferred income taxes and investment tax credits, net

(69)

(19)

     Deferred fuel expenses, net

25 

(9)

     Net unrealized losses on energy-related derivatives

162 

78 

     Changes in:

 

 

         Accounts receivable

166 

61 

         Affiliated accounts receivables and payables

(46)

55 

         Inventories

115 

116 

         Accounts payable, trade

(31)

(130)

         Accrued interest, payroll and taxes

57 

146 

         Other operating assets and liabilities

      93 

        (5)

            Net cash provided by operating activities

    646 

    545 

 

 

 

Investing Activities

 

 

Plant construction and other property additions

(167)

(147)

Nuclear fuel

(23)

(26)

Purchases of securities

(92)

(27)

Proceeds from sales of securities

69 

17 

Other

       23 

         1 

            Net cash used in investing activities

   (190)

   (182)

 

 

 

Financing Activities

 

 

Issuance of short-term debt, net

43 

43 

Repayment of affiliated current borrowings, net

(338)

(35)

Repayment of long-term debt

(8)

(256)

Common stock dividend payments

(131)

(126)

Other

        (4)

        (5)

            Net cash used in financing activities

    (438)

    (379)

 

 

 

            Increase (decrease) in cash and cash equivalents

18 

(16)

            Cash and cash equivalents at beginning of period

         2 

       46 

            Cash and cash equivalents at end of period

$     20 

$     30 

 

 

 

Supplemental Cash Flow Information

 

 

Non-cash transactions from financing activities:

 

 

Assumption of debt related to the acquisition of a non-utility generating facility

$     62 

$     - 

_______________
The accompanying notes are an integral part of the Consolidated Financial Statements.

 PAGE 7

VIRGINIA ELECTRIC AND POWER COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1. Nature of Operations


Virginia Electric and Power Company (the Company), a Virginia public service company, is a wholly-owned subsidiary of Dominion Resources, Inc. (Dominion). The Company is a regulated public utility that generates, transmits and distributes electric energy within an area of approximately 30,000 square-miles in Virginia and northeastern North Carolina. It sells electricity to approximately 2.3 million retail customer accounts, including governmental agencies, and to wholesale customers such as rural electric cooperatives, municipalities, power marketers and other utilities. The Virginia service area comprises about 65% of Virginia's total land area but accounts for over 80% of its population. The Company has trading relationships beyond the geographic limits of its retail service territory and buys and sells natural gas, electricity and other energy-related commodities.

The "Company" is used throughout this report and, depending on the context of its use, may represent any of the following: the legal entity, Virginia Electric and Power Company, one of Virginia Electric and Power Company's consolidated subsidiaries or the entirety of Virginia Electric and Power Company, including its Virginia and North Carolina operations and its consolidated subsidiaries.

The Company manages its daily operations through three operating segments: Generation, Energy and Delivery. In addition, the Company reports its corporate and other functions as a segment.


Note 2. Significant Accounting Policies


As permitted by the rules and regulations of the Securities and Exchange Commission (SEC), the accompanying unaudited Consolidated Financial Statements contain certain condensed financial information and exclude certain footnote disclosures normally included in annual audited consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). These unaudited Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes in the Company's Annual Report on Form 10-K for the year ended December 31, 2004.


In the opinion of the Company's management, the accompanying unaudited Consolidated Financial Statements contain all adjustments, including normal recurring accruals, necessary to present fairly the Company's financial position as of March 31, 2005 and its results of operations and cash flows for the three months ended March 31, 2005 and 2004.


The Company makes certain estimates and assumptions in preparing its Consolidated Financial Statements in accordance with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses for the periods presented. Actual results may differ from those estimates.


The accompanying unaudited Consolidated Financial Statements include, after eliminating intercompany transactions and balances, the accounts of the Company and all majority-owned subsidiaries, and those variable interest entities (VIEs) where the Company has been determined to be the primary beneficiary.


The Company reports certain contracts and instruments at fair value in accordance with GAAP. Market pricing and indicative price information from external sources are used to measure fair value when available. In the absence of this information, the Company estimates fair value based on near-term and historical price information and statistical methods. For individual contracts, the use of differing assumptions could have a material effect on the contract's estimated fair value. See Note 2 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2004 for more discussion of the Company's estimation techniques.

The results of operations for the interim periods are not necessarily indicative of the results expected for the full year. Information for quarterly periods is affected by seasonal variations in sales and other factors.

PAGE 8

VIRGINIA ELECTRIC AND POWER COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)


Certain amounts in the 2004 Consolidated Financial Statements and footnotes have been reclassified to conform to the 2005 presentation.

Note 3. Recently Issued Accounting Standards

FIN 47
In March 2005, the Financial Accounting Standards Board (FASB) issued Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations (FIN 47), which clarifies that an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation when the obligation is incurred - generally upon acquisition, construction, or development and (or) through the normal operation of the asset, if the fair value of the liability can be reasonably estimated. A conditional asset retirement obligation is a legal obligation to perform an asset retirement activity in which the timing and (or) method of settlement are conditional on a future event that may or may not be within the control of the entity. Uncertainty about the timing and (or) method of settlement is required to be factored into the measurement of the liability when sufficient information exists. FIN 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair va lue of an asset retirement obligation. FIN 47 is effective for fiscal years ending after December 15, 2005. The Company is currently evaluating the impact that FIN 47 may have on its results of operations and financial condition.

Note 4. Termination of a Contract with a Non-Utility Generator

In February 2005, the Company paid $42 million in cash and assumed $62 million of debt in connection with the termination of a long-term power purchase agreement and the acquisition of the related generating facility used by Panda-Rosemary LP (Rosemary), a non-utility generator, to provide electricity to the Company. The transaction is part of an ongoing program that seeks to achieve competitive cost structures at the Company's utility generation business and is expected to reduce annual capacity payments by $21 million in 2005 and $18 million in years thereafter. The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the date of acquisition. In connection with the termination of the agreement, the Company recorded a charge of $77 million ($47 million after-tax) in Other operations and maintenance expense in the Consolidated Statement of Income.

Note 5. North Carolina Rate Matter

In April 2004, the North Carolina Utilities Commission (North Carolina Commission) commenced an investigation into the Company's North Carolina base rates and subsequently ordered the Company to file a general rate case to show cause why its North Carolina base rates should not be reduced. The rate case was filed in September 2004 and in March 2005, the North Carolina Commission approved a settlement reached by the Company with parties in the case that included a prospective $12 million annual reduction in base rates and a five-year base rate moratorium among the parties to the settlement. The North Carolina Commission approved the Company's revised rate schedules and made the base rate reduction effective as of April 14, 2005.

The settlement provides for the specific recovery of certain costs incurred in prior years. As a result, the Company established regulatory assets totaling $35 million, representing the North Carolina portion of previously incurred costs associated with the termination of certain long-term power purchase agreements with non-utility generators and restoration costs incurred in 2003 due to Hurricane Isabel. This benefit was partially offset by a $1.4 million pre-tax charge for the write off of the North Carolina portion of previously deferred start-up and integration costs associated with joining a regional transmission organization (RTO) and the establishment of a $9 million regulatory liability related to the overrecovery of costs associated with a demand side management program. The net impact of all amounts recorded in the first quarter of 2005 related to the settlement was an after-tax benefit of $16 million.

 PAGE 9

VIRGINIA ELECTRIC AND POWER COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

Note 6. Operating Revenue

The Company's operating revenue consists of the following:

 

Three Months Ended        March 31,       

2005

2004

(millions)

Regulated electric sales

$1,322

$1,289 

Nonregulated electric sales

23

(88)

Nonregulated gas sales

30

(1)

Other

     222

     101 

     Total operating revenue

$1,597

$1,301 

Note 7. Comprehensive Income

The following table presents total comprehensive income (loss):

 

Three Months Ended
       March 31,       

 

2005

2004

 

(millions)

Net income

$ 22 

$109

Other comprehensive income (loss):

 

 

   Net other comprehensive income (loss) associated       with effective portion of changes in fair value of
      derivatives designated as cash flow hedges, net
      of taxes and amounts reclassified to earnings




(13)




8

   Other(1)

  (16)

      5

          Other comprehensive income (loss)

  (29)

    13

          Total comprehensive income (loss)

$  (7)

$122

________________
(1)
Represents primarily unrealized gains and unrealized losses on investments held in decommissioning trusts.

Note 8. Hedge Accounting Activities


The Company is exposed to the impact of market fluctuations in the price of natural gas, electricity and other energy-related commodities marketed and purchased as well as currency exchange and interest rate risks of its business operations. The Company uses derivative instruments to mitigate its exposure to these risks and designates derivative instruments as fair value or cash flow hedges for accounting purposes. The Company recognized no hedge ineffectiveness during the three months ended March 31, 2005 and recognized in net income less than $1 million of hedge ineffectiveness during the three months ended March 31, 2004.

PAGE 10

VIRGINIA ELECTRIC AND POWER COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

The following table presents selected information related to cash flow hedges included in accumulated other comprehensive income (loss) (AOCI) in the Consolidated Balance Sheet at March 31, 2005:

 



AOCI
After-Tax

Portion Expected
to be Reclassified
to Earnings
During the
Next 12 Months
After-Tax






Maximum Term

(millions)

Commodities-Gas

$ (3)

$(3)

11 months

Interest rate

-

127 months

Foreign currency

  27 

   7 

32 months

     Total

$25 

$ 4 

The amounts that will be reclassified from AOCI to earnings will generally be offset by the recognition of the hedged transactions (e.g., anticipated purchases) in earnings, thereby achieving the realization of prices contemplated by the underlying risk management strategies and will vary from the expected amounts presented above as a result of changes in market prices, interest rates and foreign exchange rates.

Note 9. Variable Interest Entities

FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities (FIN 46R), addresses consolidation of VIEs. An entity is considered a VIE under FIN 46R if it does not have sufficient equity for it to finance its activities without assistance from variable interest holders or if its equity investors lack any of the following characteristics of a controlling financial interest:

FIN 46R requires the primary beneficiary of a VIE to consolidate the VIE and to disclose certain information about its significant variable interests. The primary beneficiary of a VIE is the entity that receives the majority of a VIE's expected losses, expected residual returns, or both.

Certain variable pricing terms in some long-term power and capacity contracts cause them to be considered potential variable interests in the counterparties. As discussed in Note 3 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2004, six potential VIEs, with which the Company has existing power purchase agreements (signed prior to December 31, 2003), did not provide sufficient information for the Company to perform its FIN 46R evaluation. As of March 31, 2005, no further information has been received from these potential VIEs. The Company will continue its efforts to obtain information and will complete an evaluation of its relationship with each of these potential VIEs if sufficient information is ultimately obtained. The Company has remaining purchase commitments with these six potential VIE supplier entities of $2.6 billion at March 31, 2005. The Company paid $66 million and $65 million for electric generation capacity and $57 million and $54 million for electric energy to these entities in the three months ended March 31, 2005 and 2004, respectively.

PAGE 11

VIRGINIA ELECTRIC AND POWER COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

As discussed in Note 4, in February 2005, the Company paid $42 million in cash and assumed $62 million of debt to terminate a power purchase agreement and to acquire the related generating facility from a supplier entity that the Company had determined to be a VIE and, its power purchase agreement represents a significant variable interest. Prior to the acquisition of the facility, the Company determined that it is not the primary beneficiary. The Company purchased $3 million and $6 million of electric generation capacity in the three months ended March 31, 2005 and 2004, respectively, and $2 million of electric energy under this power purchase agreement for both periods.

In January 2005, the Company entered into a long-term contract with a limited liability corporation (LLC) to purchase synthetic fuel produced from coal. Certain variable pricing terms in the contract protect the equity holder from expected losses, and therefore, the LLC was determined to be a variable interest entity. The Company's only obligation under the contractual arrangement is to purchase the synthetic fuel that the LLC produces. After completing its FIN 46R analysis, the Company concluded that although its interests in the contract, as a result of its pricing terms, represent a significant variable interest in the LLC, the Company is not the primary beneficiary. The Company paid $22 million to the LLC for coal and synthetic fuel produced from coal in the three months ended March 31, 2005. The Company is not subject to any risk of loss from the contractual arrangement, as the only obligation to the VIE is to purchase the synthetic fuel that th e VIE produces according to the terms of the applicable purchase contract.

In accordance with FIN 46R, the Company consolidates the variable interest lessor entity through which the Company has financed and leased a power generation project. The Consolidated Balance Sheets as of March 31, 2005 and December 31, 2004 reflect net property, plant and equipment of $353 million and $346 million, respectively, and $370 million of debt related to this entity. The debt is nonrecourse to the Company and is secured by the entity's property, plant and equipment.

Note 10. Significant Financing Transactions


Joint Credit Facilities and Short-term Debt
Dominion, Consolidated Natural Gas Company (CNG), a wholly-owned subsidiary of Dominion, and the Company entered into two joint credit facilities in May 2004 and 2002 that allow aggregate borrowings of up to $2.25 billion. The facilities include a $1.5 billion three-year revolving credit facility that terminates in May 2007 and a $750 million three-year revolving credit facility that terminates in May 2005. It is expected that the $750 million credit facility will be renewed prior to its maturity. These credit facilities are being used for working capital, as support for the combined commercial paper programs of Dominion, CNG and the Company and other general corporate purposes. The $1.5 billion and $750 million credit facilities can also be used to support the issuance of up to $500 million and $200 million of letters of credit, respectively.

At March 31, 2005, total outstanding commercial paper supported by the joint credit facilities was $949 million, of which the Company's borrowings were $310 million. At March 31, 2005, total outstanding letters of credit supported by the joint credit facilities were $313 million, of which a total of $216 million was issued on behalf of an unregulated subsidiary of the Company.

At March 31, 2005, capacity available under the two credit facilities was $988 million.

 PAGE 12

VIRGINIA ELECTRIC AND POWER COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

Long-term Debt
In February 2005, in connection with the acquisition of a non-utility generating facility from Rosemary, the Company assumed $62 million of Rosemary's 8.625% senior notes that mature in 2016. In addition, in February and April of 2005, the Company issued $2 million and $6 million, respectively, of 7.25% promissory notes, which mature in 2025 and 2032, respectively, in exchange for electric distribution facilities at certain military bases in connection with their privatization.

During the three months ended March 31, 2005, the Company repaid $6 million of its long-term debt. In April 2005, the Company repaid an additional of $4 million of its long-term debt.

Note 11. Commitments and Contingencies


Other than the matters discussed below, there have been no significant developments regarding commitments and contingencies as disclosed in Note 19 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2004, nor have any significant new matters arisen during the first quarter of 2005.

Long-Term Power Tolling Contract
In March 2005 and December 2004, the Company recorded after-tax charges of $6 million and $112 million, respectively, related to its interest in a long-term power tolling contract with a 551 megawatt combined-cycle facility located in Batesville, Mississippi. Dominion decided to divest the Company's interest in the long-term power tolling contract in connection with its reconsideration of the scope of certain trading activities, including those conducted on behalf of the Company's business segments, and Dominion's ongoing strategy to focus on business activities within the Mid-America Interconnected Network (MAIN)-to-Maine region. The charges are based on the Company's evaluation of bids received from third parties, reflecting the expected amount of consideration that would be required by a third party for its assumption of the Company's interest in the contract.

In April 2005, the Company entered into a purchase and sale agreement with a third party that will result in the assignment and assumption of the long-term power tolling contract. The transaction is expected to close in the second quarter of 2005, subject to approval of the various affected parties.

Environmental Matters
In March 2005, the Environmental Protection Agency (EPA) Administrator signed both the Clean Air Interstate Rule and the Clean Air Mercury Rule. These rules, when implemented, will require significant reductions in future sulfur dioxide (SO2), nitrogen oxide (NOx) and mercury emissions from electric generating facilities. The SO2 and NOx emission reduction requirements are in two phases with initial reduction levels targeted for 2009 (NOx) and 2010 (SO2), and a second phase of reductions targeted for 2015 (SO2 and NOx). The mercury emission reduction requirements are also in two phases with initial reduction levels targeted for 2010 and a second phase of reductions targeted for 2018. The new rules allow for the use of cap-and-trade programs. States will be required to develop detailed implementation plans, which will ultimately determine the levels and timing of required emission reductions. These regulatory actions will require additional reductions in emi ssions from the Company's fossil fuel-fired generating facilities. The Company is in the process of evaluating these rules and developing compliance plans, the details of which will be based on how the rules are ultimately implemented by each state.

Guarantees and Surety Bonds
At March 31, 2005, the Company had issued $25 million of guarantees to support commodity transactions of its subsidiaries. The Company had also purchased $13 million of surety bonds for various purposes, including providing worker compensation coverage and obtaining licenses, permits and rights-of-way. Under the terms of surety bonds, the Company is obligated to indemnify the respective surety bond company for any amounts paid.

 PAGE 13

VIRGINIA ELECTRIC AND POWER COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

Note 12. Credit Risk


The Company sells electricity and provides distribution and transmission services to a diverse group of customers, including residential, commercial and industrial customers as well as rural electric cooperatives and municipalities. Credit risk associated with trade accounts receivable from energy consumers is limited due to the large number of customers. In addition, the Company enters into contracts with various companies in the energy industry for purchases and sales of energy-related commodities, including natural gas and electricity in its energy trading and risk management activities. The Company's exposure to credit risk is concentrated primarily within its energy trading and risk management activities, as the Company transacts with a smaller, less diverse group of counterparties and transactions may involve large notional volumes and potentially volatile commodity prices. At March 31, 2005, gross credit exposure related to these transactions totaled $661 million, reflecting the unrealized gains for c ontracts carried at fair value plus any outstanding receivables (net of payables, where netting agreements exist), prior to the application of collateral. After the application of collateral, the Company's credit exposure totaled $643 million. Of this amount, investment grade counterparties represent 90% and no single counterparty exceeded 10%. The credit exposure amounts exclude amounts receivable from affiliated companies.

As of March 31, 2005 and December 31, 2004, the Company had margin deposit assets (reported in other current assets) of $46 million and $54 million, respectively, and margin deposit liabilities (reported in other current liabilities) of $18 million and $19 million, respectively.

Note 13. Related Party Transactions

The Company engages in related party transactions primarily with affiliates (Dominion subsidiaries). The Company's accounts receivable and payable balances with affiliates are settled based on contractual terms or on a monthly basis, depending on the nature of the underlying transactions. The Company is included in Dominion's consolidated federal income tax return and participates in certain Dominion benefit plans. The significant related party transactions are disclosed below.

Transactions with Affiliates
The Company, through an unregulated subsidiary, transacts with affiliates for certain quantities of natural gas and other commodities at market prices in the ordinary course of business. Through this unregulated subsidiary, the Company is also involved in facilitating Dominion's enterprise risk management by entering into certain financial derivative commodity contracts with affiliates. These contracts, which are principally comprised of commodity swaps, are used by Dominion subsidiaries to manage commodity price risks associated with purchases and sales of natural gas. As part of Dominion's enterprise risk management, the Company generally manages such risk exposures by entering into offsetting derivative instruments with third parties. The Company reports both affiliated and third party derivative instruments at fair value, with related changes included in earnings, except to the extent designated as cash flow hedges.

Presented below are affiliated transactions recorded in operating revenue and operating expenses:

 

Three Months Ended
       March 31,       

 

2005

2004

(millions)

Purchases of natural gas, gas transportation and storage services from affiliates

$278

$352 

Sales of natural gas to affiliates

177

178 

Net realized gains (losses) on affiliated commodity derivative contracts

11

(4)

 

PAGE 14

VIRGINIA ELECTRIC AND POWER COMPANY


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

At March 31, 2005 and December 31, 2004, the Company's Consolidated Balance Sheets include derivative assets with affiliates of $116 million and $84 million, respectively, and derivative liabilities with affiliates of $60 million and $34 million, respectively.

Dominion Resources Services, Inc. provides accounting, legal and certain administrative and technical services to the Company, which totaled $75 million and $70 million in the first quarters of 2005 and 2004, respectively. The Company provides certain services to affiliates, including charges for facilities and equipment usage, which totaled $6 million and $5 million in the first quarters of 2005 and 2004, respectively.

Transactions with Dominion
The Company and its subsidiaries have borrowed funds from Dominion. In February 2005, borrowings from Dominion by the Company's certain unregulated subsidiaries under short-term demand notes were converted to borrowings under the Dominion money pool. At March 31, 2005 and December 31, 2004, the outstanding borrowings by the Company's unregulated subsidiaries, net of repayments, totaled $307 million under the Dominion money pool and $645 million under short-term demand notes, respectively. At March 31, 2005 and December 31, 2004, the Company's borrowings under a long-term note totaled $220 million for both periods. Interest charges incurred by the Company and its subsidiaries related to these borrowings were $4 million and $2 million in the first quarters of 2005 and 2004, respectively.

Other Related Party Transactions
The $412 million of junior subordinated notes issued by the Company and held by Virginia Power Capital Trust II, an unconsolidated finance subsidiary of the Company, are reported as long-term debt. The junior subordinated notes constitute 100% of the trust's assets. In the first quarters of 2005 and 2004, the Company reported $8 million of interest expense on the junior subordinated notes payable to affiliated trust for both periods.

Note 14. Operating Segments
In connection with the reorganization of the Company's Clearinghouse trading and marketing operations described in Note 23 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2004, commodity derivative contracts held by the Clearinghouse were assessed in January 2005 to determine the appropriate financial statement classification under the Clearinghouse 's new strategy. As a result of this review, certain commodity derivative contracts previously designated as held for trading purposes are now held for non-trading purposes. Under the Company's derivative income statement classification policy described in Note 2 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2004, all changes in fair value, including amounts realized upon settlement, related to the reclassified contracts were previously presented in operating revenue on a net basis. Upon reclassification as non-trading, a ll unrealized changes in fair value and settlements related to those derivative contracts that are financially settled are now reported in Other operations and maintenance expense. The statement of income related amounts for those reclassified derivative sales contracts that are physically settled are now presented in operating revenue, while the statement of income related amounts for physically settled purchase contracts are reported in operating expenses.

PAGE 15

VIRGINIA ELECTRIC AND POWER COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

The Company is organized primarily on the basis of products and services sold in the United States. The majority of the Company's revenue is provided through tariff rates. Generally, such revenue is allocated for management reporting based on an unbundled rate methodology among the three operating segments:

 

Generation includes the Company's portfolio of electric generating facilities, power purchase agreements, marketing of its excess generation resources, and coal trading and marketing activities.

Energy includes the Company's electric transmission operations and producer services, which consist of market-based services related to gas transportation and storage, gas and electric trading activities, and the prior year's results of certain energy trading activities exited in December 2004. The electric transmission operations are subject to cost-of-service rate regulation in accordance with SFAS No. 71, Accounting for the Effects of Certain Types of Regulation.

Delivery includes the Company's electric distribution and customer service business. The Delivery segment is subject to cost-of-service rate regulation under SFAS No. 71.

Corporate and Other includes the Company's corporate and other functions and corporate-wide enterprise commodity risk management. The contribution to net income by the Company's operating segments is determined based on a measure of profit that executive management believes to be representative of the segments' core earnings. As a result, certain specific items attributable to those segments are not included in profit measures evaluated by executive management in assessing the segment's performance or allocating resources among the segments. These specific items are instead reported in the Corporate and Other segment, including:

Three Months Ended March 31, 2005

Three Months Ended March 31, 2004

Intersegment sales and transfers are based on underlying contractual arrangements and agreements and may result in intersegment profit or loss.



Generation


Energy


Delivery

Corporate
and Other

Consolidated Total

(millions)

Three Months Ended March 31, 2005

Operating revenue

$1,192 

$125 

$299

$(19)

$1,597

Net income (loss)

75 

(69)

82

(66)

22

Three Months Ended March 31, 2004

Operating revenue

$1,064 

$(45)

$280

$  2 

$1,301

Net income (loss)

111 

(73)

68

109

 PAGE 16

VIRGINIA ELECTRIC AND POWER COMPANY

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) discusses the results of operations and general financial condition of the Company. MD&A should be read in conjunction with the Consolidated Financial Statements. The "Company" is used throughout MD&A and, depending on the context of its use, may represent any of the following: the legal entity, Virginia Electric and Power Company, one of Virginia Electric and Power Company's consolidated subsidiaries or the entirety of Virginia Electric and Power Company and its consolidated subsidiaries. The Company is a wholly-owned subsidiary of Dominion.

Contents of MD&A

The MD&A consists of the following information:

 

Forward-Looking Statements

This report contains statements concerning the Company's expectations, plans, objectives, future financial performance and other statements that are not historical facts. These statements are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In most cases, the reader can identify these forward-looking statements by words such as "anticipate," "estimate," "forecast," "expect," "believe," "should," "could," "plan," "may" or other similar words.

The Company makes forward-looking statements with full knowledge that risks and uncertainties exist that may cause actual results to be materially different from predicted results. Factors that may cause actual results to differ are often presented with the forward-looking statements themselves. Additionally, other risks that may cause actual results to differ from predicted results are set forth in Risk Factors and Cautionary Statements That May Affect Future Results.

 The Company bases its forward-looking statements on management's beliefs and assumptions using information available at the time the statements are made. The Company cautions the reader not to place undue reliance on its forward-looking statements because the assumptions, beliefs, expectations and projections about future events may, and often do, materially differ from actual results. The Company undertakes no obligation to update any forward-looking statement to reflect developments occurring after the statement is made.

 Accounting Matters

 

Critical Accounting Policies and Estimates
As of March 31, 2005, there have been no significant changes with regard to critical accounting policies and estimates as disclosed in MD&A in the Company's Annual Report on Form 10-K for the year ended December 31, 2004. The policies disclosed included the accounting for: derivative contracts at fair value; long-lived asset impairment testing; asset retirement obligations and regulated operations.

 PAGE 17

VIRGINIA ELECTRIC AND POWER COMPANY

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

Results of Operations


Presented below is a summary of contributions by the Company's operating segments to net income:

       First Quarter       

2005

2004

(millions)

Generation

$75 

$111 

Energy

(69)

(73)

Delivery

    82 

    68 

     Primary operating segments

88 

106 

Corporate and Other

   (66)

      3 

     Consolidated

$ 22 

$109 

 

Overview  

Net income decreased 80% to $22 million, as compared to the first quarter of 2004, primarily reflecting the impact of the following items reported in the Corporate and Other segment:

2005

2004

In addition, the contribution of the Company's primary operating segments reflected the following:

PAGE 18

VIRGINIA ELECTRIC AND POWER COMPANY

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

Analysis of Consolidated Operations

Presented below are selected amounts related to the Company's results of operations:

 

       First Quarter       

 

2005

2004

 

(millions)

Operating Revenue

 

 

Regulated electric sales

$1,322

$1,289 

Nonregulated electric sales

23

(88)

Nonregulated gas sales

30

(1)

Other

222

101 

Operating Expenses

 

 

Electric fuel and energy purchases, net

474

395 

Purchased electric capacity

128

146 

Purchased gas

40

31 

Other purchased energy commodities

189

80 

Other operations and maintenance

499

249 

Depreciation and amortization

131

120 

Other taxes

46

46 

Other income

17

12 

Interest and related charges

73

68 

Income tax expense

12

69 

An analysis of the Company's results of operations for the first quarter of 2005 compared to the same period of 2004 follows:

 Operating Revenue

Regulated electric sales revenue increased 3% to $1.3 billion, primarily reflecting:

Nonregulated electric sales revenue increased 126% to $23 million, primarily related to the designation of certain commodity derivative contracts as held for non-trading purposes effective January 1, 2005, which were previously held for trading purposes, as discussed in Note 14 to the Consolidated Financial Statements. This increase was largely offset by an increase in Other operations and maintenance expense.

Nonregulated gas sales revenue was $30 million, as compared to a net loss of $1 million in the first quarter of 2004, primarily reflecting an overall increase of $51 million related to gas marketing activities due to optimization of physical gas transportation capacity positions, the effect of favorable price changes on unsettled derivative contracts and the impact of 2004 net losses associated with a portfolio of financial derivatives held as economic hedges for a portion of Dominion's 2004 natural gas production. These increases were partially offset by an $18 million loss associated with exiting certain energy trading and marketing activities.

 PAGE 19

VIRGINIA ELECTRIC AND POWER COMPANY

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

Other revenue increased 120% to $222 million, primarily reflecting an increase in coal sales, resulting from increased coal sales volumes and higher coal prices. The increase in coal sales was largely offset by an increase in the cost of coal purchased for resale reported in Other purchased energy commodities expense.

Operating Expenses and Other Items

Electric fuel and energy purchases, net expense increased 20% to $474 million, primarily reflecting an increase related to utility generation operations, primarily resulting from the elimination of fuel deferral accounting for the Virginia jurisdiction. The increase also reflects higher generation volumes in the current period.

Purchased electric capacity expense decreased 12% to $128 million, primarily resulting from the termination of four long-term power purchase agreements in connection with the acquisition of the related generating facilities in 2004 and 2005.

Purchased gas expense increased 29% to $40 million, representing the cost of supplies used to serve nonregulated gas sales.

Other purchased energy commodities expense increased 136% to $189 million, primarily reflecting an increase in the cost of coal purchased for resale, discussed above in Other revenue.

Other operations and maintenance expense increased 100% to $499 million, primarily reflecting a $161 million charge related to unfavorable price movements in the first quarter of 2005 associated with non-trading financial derivatives and a $17 million increase in salaries, wages and benefit costs, partially offset by a $25 million net benefit recognized by utility operations resulting from the establishment of certain regulatory assets and liabilities in connection with the settlement of the North Carolina rate case.

The increase in other operations and maintenance expense also included the following items reported in the Corporate and Other segment:

2005

2004

Depreciation and amortization expense increased 9% to $131 million, primarily due to incremental expense resulting from property additions.

Other income increased 42% to $17 million, primarily resulting from net realized gains (including investment income) associated with nuclear decommissioning trust fund investments.

Income tax expense reflects a 3.97% decrease in the Company's effective tax rate to 34.8%, primarily reflecting the increased impact of the Company's permanent differences relative to lower pre-tax income.

PAGE 20

VIRGINIA ELECTRIC AND POWER COMPANY

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

Segment Results of Operations

 

Generation

Generation includes the Company's portfolio of electric generating facilities, power purchase agreements, marketing of its excess generation resources, and coal trading and marketing activities.

 

       First Quarter       

 

2005

2004

 

(millions)

Net income contribution

$75 

$111

Electricity supplied (million mwhrs)

20 

20

_______________
mwhrs = megawatt hours

Presented below, on an after-tax basis, are the key factors impacting the Generation segment's operating results:

 

2005 vs. 2004
Increase
(Decrease)
(millions)

Fuel expense in excess of rate recovery

$(44)

Capacity expenses

11 

North Carolina rate case settlement

10 

Customer growth

Weather

(4)

RTO start-up and integration costs

(3)

Depreciation and amortization expense

(3)

Other

    (8)

     Change in net income contribution

$(36)

Generation's net income decreased $36 million, as compared to the first quarter of 2004, primarily reflecting:

PAGE 21

VIRGINIA ELECTRIC AND POWER COMPANY

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

Energy

Energy includes the Company's electric transmission operations and producer services, which consist of market-based services related to gas transportation and storage, gas and electric trading activities, and the prior year's results of certain energy trading activities exited in December 2004.

 

       First Quarter       

 

2005

2004

 

(millions)

Net loss

$(69)

$(73)

Presented below, on an after-tax basis, are the key factors impacting the Energy segment's operating results:

 

2005 vs. 2004
Increase
(Decrease)
(millions)

Energy trading and power hedging

$(12)

Economic hedges

15 

RTO start-up and integration costs

(3)

Other

     4 

     Change in net income contribution

$  4 

Energy's net loss decreased $4 million, as compared to the first quarter of 2004, primarily reflecting:

 

Delivery

Delivery includes the Company's electric distribution and customer service business. 

 

       First Quarter       

 

2005

2004

 

(millions)

Net income contribution

$82

$68

 

 

 

Electricity delivered to utility customers (million mwhrs)

20

20

 

PAGE 22

VIRGINIA ELECTRIC AND POWER COMPANY

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

Presented below, on an after-tax basis, are the key factors impacting Delivery segment's operating results:

 

2005 vs. 2004
Increase
(Decrease)
(millions)

North Carolina rate case settlement

$ 6 

Customer growth

Weather

(2)

Other

   7 

     Change in net income contribution