SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 10-Q
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X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2004

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 June 30, 2004, the latest practicable date for determination, 177,932 shares of common stock, without par value, of the registrant were outstanding.

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

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

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

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

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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 electricity within a 30,000 square-mile area in Virginia and northeastern North Carolina. It serves approximately 2.2 million retail customer accounts, including governmental agencies, and 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 manages its daily operations through three primary operating segments: Generation, Energy and Delivery. In addition, the Company reports its corporate and other functions as a segment.

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 and its consolidated subsidiaries.

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 (generally accepted accounting principles). 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, 2003 and Quarterly Report on Form 10-Q for the quarter ended March 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 June 30, 2004, its results of operations for the three and six months ended June 30, 2004 and 2003, and its cash flows for the six months ended June 30, 2004 and 2003.

The Company makes certain estimates and assumptions in preparing its Consolidated Financial Statements in accordance with generally accepted accounting principles. 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 where the Company is the primary beneficiary.

The Company reports certain contracts and instruments at fair value in accordance with generally accepted accounting principles. 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, 2003 for more discussion of the Company's estimation techniques.

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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.

Certain amounts in the 2003 Consolidated Financial Statements have been reclassified to conform to the 2004 presentation.

The Company adopted Financial Accounting Standards Board (FASB) Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, (FIN 46R) for its interests in variable interest entities (VIEs) that are not considered special purpose entities on March 31, 2004. FIN 46R addresses the identification and consolidation of VIEs, which are entities that are not controllable through voting interests or in which the VIEs' equity investors do not bear the residual economic risks and rewards. There was no impact on the Company's results of operations or financial position related to this adoption.

As described in Note 20 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2003, the Company is a party to long-term contracts for purchases of electric generation capacity and energy from qualifying facilities and independent power producers. Certain variable pricing terms in some of these contracts cause them to be considered potential variable interests that require evaluation under the provisions of FIN 46R. If a power generator that holds one of these specific types of contracts is determined to be a VIE and the Company is determined to be the primary beneficiary, the Company would be required to consolidate the entity in its financial statements. Consolidation of one of these potential VIEs would primarily result in the addition of property, plant and equipment, long-term debt and minority interest to the Company's balance sheet. The impact on the Company's consolidated results of operations would be that purchased ene rgy and capacity expenses attributable to the long-term contract with the VIE would be replaced by the VIE's operations, maintenance and interest expense, with the VIE's results of operations being reported as income attributable to a minority interest. Long-term debt of these potential VIEs, even if consolidated, would be nonrecourse to the Company.

At March 31, 2004, the Company had determined that its contracts with ten of these entities would require further analysis under FIN 46R. Since these entities were established and are legally owned by parties not affiliated with the Company, the Company submitted requests to these potential VIEs for the information necessary to perform the required assessments. In response to these requests, one of the potential VIE supplier entities provided some of the requested information. Using this information, the Company has completed its analysis, the results of which indicate that the Company is not the primary beneficiary of this supplier entity under FIN 46R. The Emerging Issues Task Force (EITF) has added a project to its agenda to consider what variability should be considered when determining whether an interest is a variable interest. This EITF project or other efforts to further interpret FIN 46R could require a reassessment of this information.

Because the requested information has not been provided by the other nine potential VIEs, the Company is unable to apply FIN 46R to its interests in those entities. The Company will continue its efforts to obtain the information and, if it is received in the future, will evaluate these contracts under the provisions of FIN 46R at that time.

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The Company has remaining purchase commitments under contracts with these ten potential VIEs of $4.6 billion at June 30, 2004. The Company purchased $157 million and $144 million of electric generation capacity and energy from these entities in the quarters ended June 30, 2004 and 2003, respectively, and $331 million and $328 in the six-month periods ended June 30, 2004 and 2003, respectively. The Company's exposure to losses from its involvement with these entities cannot be determined since losses, if any, would be represented by either: 1) the difference between (a) the amount payable by the Company for energy and capacity under the long-term contract and (b) amounts recoverable through regulated electric sales or wholesale market transactions; or 2) if the potential VIE supplier fails to perform, any amount paid by the Company to obtain replacement energy and capacity in excess of the amounts otherwise payable under the long-term contract with the potential VIE supplier entity.

As described more fully in Note 3 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2003, the Company adopted FIN 46R for its interests in special purpose entities on December 31, 2003.

Effective January 1, 2003, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 143, Accounting for Asset Retirement Obligations, which provides accounting requirements for the recognition and measurement of liabilities associated with the retirement of tangible long-lived assets. Upon adoption, the Company recognized a $139 million after-tax gain as the cumulative effect of this change in accounting principle.

On January 1, 2003, the Company adopted EITF Issue No. 02-3, Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management Activities, that rescinded EITF Issue No. 98-10, Accounting for Contracts Involved in Energy Trading and Risk Management Activities. The implementation of EITF 02-3 resulted in the discontinuance of fair value accounting for non-derivative energy-related contracts held for trading purposes. Upon adoption, the Company recognized an after-tax loss of $55 million as the cumulative effect of this change in accounting principle.

On October 1, 2003, the Company adopted EITF Issue No. 03-11, Reporting Realized Gains and Losses on Derivative Instruments That Are Subject to FASB Statement No. 133 and Not "Held for Trading Purposes" as Defined in Issue No. 02-3. EITF 03-11 addresses classification of income statement related amounts for derivative contracts. Income statement amounts related to periods prior to October 1, 2003 are presented as originally reported.

EITF 03-1

In March 2004, the FASB ratified the consensus reached by the EITF on Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments. EITF 03-1 provides guidance for evaluating whether certain investments in debt and equity securities are other-than-temporarily impaired and is effective for fiscal periods beginning after June 30, 2004. The Company does not expect a material impact on its Consolidated Financial Statements from the initial application of this new guidance.

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In April 2004, the Governor of Virginia signed into law amendments to the Virginia Electric Utility Restructuring Act (Virginia Restructuring Act) and the Virginia fuel factor statute. The amendments extend capped base rates by three and one-half years, to December 31, 2010, unless modified or terminated earlier under the Virginia Restructuring Act. In addition to extending capped rates, the amendments:

• Lock in the Company's fuel factor provisions until the earlier of July 1, 2007 or the termination of capped rates;
• Provide for a one-time adjustment of the Company's fuel factor, effective July 1, 2007 through December 31, 2010 (unless capped rates are terminated earlier under the Virginia Restructuring Act), with no adjustment for previously incurred over-recovery or under-recovery, thus eliminating deferred fuel accounting for the Virginia jurisdiction; and
• End wires charges on the earlier of July 1, 2007 or the termination of capped rates, consistent with the Virginia Restructuring Act's original timetable.

In the second quarter of 2004, the Company recognized a $23 million after-tax charge for 2004 fuel expenses incurred through April 14, 2004 that are no longer recoverable under the new law.

The Company's operating revenue consists of the following:

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The following table presents selected information related to cash flow hedges included in accumulated other comprehensive income in the Consolidated Balance Sheet at June 30, 2004:

The actual amounts that will be reclassified to earnings during the next 12 months will vary from the expected amounts presented above as a result of changes in market prices, interest rates and foreign exchange rates. The effect of amounts being reclassified from accumulated other comprehensive income 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.

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At June 30, 2004, total outstanding commercial paper supported by the credit facilities was $610 million, of which the Company's borrowings were $532 million. At June 30, 2004, total outstanding letters of credit supported by the credit facilities were $478 million, of which $115 million was issued on behalf of an unregulated subsidiary of the Company. At June 30, 2004, capacity available under the two credit facilities was $1.16 billion.

In the six months ended June 30, 2004, the Company repaid $250 million of its 8% mortgage bonds due March 1, 2004.

Other than the matters discussed below, there have been no significant developments regarding commitments and contingencies as disclosed in Note 20 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2003, nor have any significant new matters arisen during the six months ended June 30, 2004.

The Company and Dominion Telecom, Inc. (Dominion Telecom) were defendants in a class action lawsuit whereby the plaintiffs claimed that the Company and Dominion Telecom strung fiber-optic cable across their land along an electric transmission corridor without paying compensation. The plaintiffs sought damages for trespass and "unjust enrichment," as well as punitive damages from the defendants. In April 2004, the parties entered into a settlement agreement that was subsequently approved by the court in July 2004. Under the terms of the settlement, a fund of $20 million has been established by the Company to pay claims of current and former landowners as well as fees of lawyers for the class. Costs of notice to the class and administration of claims will be borne separately by the Company. The settlement agreement resulted in an after-tax charge of $7 million in the first quarter of 2004.

In March 2004, the State of North Carolina filed a petition under Section 126 of the Clean Air Act seeking the Environmental Protection Agency (EPA) to impose additional nitrogen oxide (NO_x) and sulfur dioxide (SO₂) reductions from electrical generating units in thirteen states, claiming emissions from the electrical generating units in those states are contributing to air quality problems in North Carolina. The Company has electrical generating units in two of the states. The issues raised by North Carolina are already being addressed by the EPA in current regulatory initiatives. The EPA is expected to respond to the petition later this year. Given the highly uncertain outcome and timing of future action, if any, by the EPA on this issue, the Company cannot predict the financial impact on its operations at this time.

At June 30, 2004, the Company had purchased $10 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.

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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 June 30, 2004, gross credit exposure related to these transactions totaled $554 million, reflecting the unrealized gains for co ntracts 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 $546 million. Of this amount, investment grade counterparties represented 93% and no single counterparty exceeded 13%. The credit exposure amounts exclude amounts receivable from affiliated companies.

As of June 30, 2004 and December 31, 2003, the Company had margin deposit assets of $128 million and $41 million, respectively, and margin deposit liabilities (reported in other current liabilities) of $8 million and $1 million, respectively.

The Company engages in related party transactions primarily with other 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 significant related party transactions are disclosed below.

The Company, through an unregulated subsidiary, transacts with other Dominion subsidiaries for certain quantities of natural gas and other commodities at market prices in the ordinary course of business. Through the same unregulated subsidiary, the Company is involved in facilitating Dominion's enterprise risk management. In connection with this role, the Company's unregulated subsidiary enters into certain financial derivative commodity contracts with other Dominion subsidiaries. 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 non-affiliates. The Company reports both affiliated and non-affiliated derivative instruments at fair value, with related changes included in earnings, except to the e xtent designated as cash flow hedges.

The affiliated transactions are presented below:

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The Company's Consolidated Balance Sheets included derivative assets of $102 million and $86 million with Dominion subsidiaries at June 30, 2004 and December 31, 2003, respectively, and derivative liabilities of $35 million and $65 million with Dominion subsidiaries at June 30, 2004 and December 31, 2003, respectively.

Dominion Resources Services, Inc., a subsidiary of Dominion, provides accounting, legal and certain administrative and technical services to the Company. The Company recognized expenses of $66 million and $75 million in the second quarters of 2004 and 2003, respectively, and $136 million and $152 million in the first six months of 2004 and 2003, respectively, in other operations and maintenance expense related to these services. The Company provided certain services to affiliates, including charges for facilities and equipment usage, which totaled $8 million in the second quarters of both 2004 and 2003, and $13 million and $14 million in the six months ended June 30, 2004 and 2003, respectively.

As of June 30, 2004 and December 31, 2003, the Company has borrowed funds from Dominion under a short-term demand note of $595 million and $154 million, respectively, and a long-term note of $220 million for both periods. Interest charges incurred by the Company related to these borrowings were not material in the three and six months ended June 30, 2004 and 2003.

An unregulated subsidiary of the Company, at its sole discretion, has provided $9 million and $8 million at June 30, 2004 and December 31, 2003, respectively, of cash collateral to third parties on behalf of several of its natural gas supply customers. For this and other financial support services, the unregulated subsidiary receives fees and has a security interest in the customers' assets. The arrangements terminate at various dates beginning in 2005 through 2007, subject to periodic renewal thereafter unless terminated by either party.

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 bundled rate tariffs. Generally, such revenue is allocated for management reporting based on prior cost-of-service studies among the three operating segments:

Generation includes the Company's portfolio of electric generating facilities, power purchase contracts and marketing of its excess generation resources not needed to serve utility customers.

Energy includes the Company's electric transmission operations and its energy trading and risk management activities (Clearinghouse). The electric transmission operations are subject to cost-of-service rate regulation.

Delivery includes the Company's electric distribution systems and customer service operations. The Delivery segment is subject to cost-of-service rate regulation.

Corporate and Other includes the Company's corporate and other functions. The contribution to net income by the Company's primary 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.

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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.

The MD&A consists of the following information:

• Forward-Looking Statements
• Accounting Matters
• Results of Operations
• Segment Results of Operations
• Selected Information-Energy Trading Activities
• Sources and Uses of Cash
• Future Issues and Other Matters
• Risk Factors and Cautionary Statements That May Affect Future Results

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.

As of June 30, 2004, 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, 2003. The policies disclosed included the accounting for: derivative contracts at fair value; long-lived asset impairment testing; asset retirement obligations and regulated operations.

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The Company adopted FIN 46R for its interests in VIEs that are not considered special purpose entities on March 31, 2004. FIN 46R addresses the identification and consolidation of VIEs, which are entities that are not controllable through voting interests or in which the VIEs' equity investors do not bear the residual economic risks and rewards. There was no impact on the Company's results of operations or financial position related to this adoption. See Note 3 to the Consolidated Financial Statements for further discussion.

• A lower contribution from regulated generation operations, primarily due to the elimination of fuel deferral accounting for the Virginia jurisdiction, which resulted in the write-off of previously deferred fuel costs incurred in the first quarter of 2004 and the recognition of fuel expenses in excess of amounts recovered in fixed fuel rates. These higher fuel costs were partially offset by increased revenue due to comparably warmer weather;
• A net loss from energy trading and risk management activities in 2004, resulting primarily from unfavorable price changes on derivative contracts and the transfer of certain wholesale electric contracts to another Dominion subsidiary in October 2003; and
• A higher contribution from distribution operations, primarily reflecting comparably warmer weather.

Net income decreased 65% to $181 million for the six months ended June 30, 2004, as compared to 2003, primarily reflecting:

• A lower contribution from regulated generation operations, primarily due to the elimination of fuel deferral accounting for the Virginia jurisdiction, which resulted in the recognition of fuel expenses in excess of amounts recovered in fixed fuel rates. These higher fuel costs were partially offset by increased revenue due to comparably favorable weather in the current quarter;
• A net loss from energy trading and risk management activities in 2004, resulting primarily from unfavorable price changes on derivative contracts, comparatively lower price volatility on natural gas option positions and the transfer of certain wholesale electric contracts to another Dominion subsidiary in October 2003; and
• A higher contribution from distribution operations, primarily resulting from comparably favorable weather in the current quarter.

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The 2004 six-month results were also impacted by the following specific items which were reported in the Corporate and Other segment and recognized in 2004 and 2003:

• A $12 million ($7 million after-tax) charge related to an agreement to settle a class action lawsuit involving a dispute over the Company's rights to lease fiber-optic cable along a portion of its electric transmission corridor; offset by
• An $18 million ($11 million after-tax) benefit from the reduction of expenses accrued in 2003 associated with Hurricane Isabel restoration activities.

• An $84 million net after-tax gain, representing the cumulative effect of changes in accounting principles, resulting from the adoption of two new accounting standards on January 1, 2003:
• $139 million after-tax gain (SFAS No. 143); partially offset by
• $55 million after-tax loss (EITF 02-3).
• An $8 million ($5 million after-tax) charge for severance costs associated with workforce reductions.

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

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An analysis of the Company's results of operations for the three and six months ended June 30, 2004, as compared to the same periods of 2003 follows.

Regulated electric sales revenue increased 14% to $1.3 billion, primarily reflecting:

• A $74 million increase associated with comparably warmer weather;
• A $71 million increase due to the impact of a comparatively higher fuel rate on increased volumes. The rate increase resulted from the settlement of a fuel rate case in December 2003; and
• An $11 million increase associated with new customer connections.

Other revenue decreased 22% to $81 million, primarily reflecting negative margins in non-regulated electric sales revenue from energy trading and risk management activities, resulting primarily from unfavorable price changes and settlements on derivative contracts and the transfer of certain wholesale electric contracts to another Dominion subsidiary in October 2003, partially offset by a $68 million increase in coal sales revenue.

Electric fuel and energy purchases, net increased 48% to $482 million, primarily reflecting a $179 million increase related to regulated generation operations due to the elimination of fuel deferral accounting for the Virginia jurisdiction, which resulted in the write-off of previously deferred fuel costs incurred in the first quarter of 2004 and the recognition of fuel expenses in excess of amounts recovered in fixed fuel rates. The increase also reflected higher volumes and higher average prices in the current quarter, partially offset by a $22 million decrease associated with the transfer of certain wholesale electric contracts to another Dominion subsidiary in October 2003.

Purchased electric capacity decreased 9% to $136 million, primarily resulting from the termination of a long-term power purchase contract in connection with the purchase of the related generating facility in November 2003.

Other purchased energy commodities increased 69% to $125 million, primarily reflecting a $63 million increase in the cost of coal purchased for resale.

Other operations and maintenance increased 6% to $269 million, primarily reflecting higher mark-to-market losses from non-trading derivative contracts in 2004, as a result of the transfer of certain electric wholesale contracts to another Dominion subsidiary in October 2003.

Depreciation and amortization increased 8% to $123 million, due to incremental expense resulting from property additions, including the consolidation of a special purpose lessor entity as a result of adopting FIN 46R on December 31, 2003.

Income taxes-The Company's effective tax rate increased 4.7% to 40.3%, primarily reflecting higher current tax expense related to utility plant differences for which deferred tax expense has not been provided in prior years and lower state tax benefits for operating losses of subsidiaries taxable at rates that are lower than the Company's overall effective state tax rate.

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Regulated electric sales revenue increased 8% to $2.6 billion, primarily reflecting:

• A $126 million increase due to the impact of a comparatively higher fuel rate on increased volumes. The rate increase resulted from the settlement of a fuel rate case in December 2003;
• A $55 million increase associated with comparably favorable weather in the current quarter; and
• A $23 million increase associated with new customer connections.

Other revenue decreased 75% to $93 million, primarily reflecting negative margins in non-regulated electric sales revenue and lower margins in non-regulated gas sales revenue from energy trading and risk management activities, resulting primarily from unfavorable price changes and settlements on derivative contracts, comparatively lower price volatility on natural gas option positions and the transfer of certain wholesale electric contracts to another Dominion subsidiary in October 2003, partially offset by a $123 million increase in coal sales revenue.

Electric fuel and energy purchases, net increased 28% to $877 million, primarily reflecting a $222 million increase related to regulated generation operations due to the elimination of fuel deferral accounting for the Virginia jurisdiction, which resulted in the recognition of fuel expenses in excess of amounts recovered in fixed fuel rates. The increase also reflected higher volumes in the current six-month period, partially offset by a $31 million decrease associated with the transfer of certain wholesale electric contracts to another Dominion subsidiary in October 2003.

Purchased electric capacity decreased 9% to $282 million, primarily resulting from the termination of a long-term power purchase contract in connection with the purchase of the related generating facility in November 2003.

Other purchased energy commodities increased 66% to $236 million, primarily reflecting a $116 million increase in the cost of coal purchased for resale.

Other operations and maintenance increased 13% to $518 million, primarily reflecting:

• The impact of higher mark-to-market losses of $80 million in 2004, as a result of the transfer of certain electric wholesale contracts to another Dominion subsidiary in October 2003; and
• A $12 million charge related to an agreement to settle a class action lawsuit involving a dispute over the Company's rights to lease fiber-optic cable along a portion of its electric transmission corridor; partially offset by
• An $18 million benefit from the reduction of expenses accrued in 2003 associated with Hurricane Isabel restoration activities;
• A $10 million decrease due to fewer nuclear refueling outages; and
• An $8 million decrease due to severance costs for workforce reductions recognized in 2003.

Depreciation and amortization increased 6% to $243 million, due to incremental expense resulting from property additions, including the consolidation of a special purpose lessor entity as a result of adopting FIN 46R on December 31, 2003.

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Income taxes-The Company's effective tax rate increased 2.3% to 39.4%, primarily resulting from lower state tax benefits for operating losses of subsidiaries taxable at rates that are lower than the Company's overall effective state tax rate.

Cumulative effect of changes in accounting principles-On January 1, 2003, the Company adopted two new accounting standards, resulting in a net after-tax gain of $84 million, which included:

• A $139 million after-tax gain (SFAS No. 143); partially offset by
• A $55 million after-tax loss (EITF 02-3).

The Generation segment includes the Company's portfolio of electric generating facilities, power purchase contracts and marketing of its excess generation resources not needed to serve utility customers.

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mwhrs = megawatt hours

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

The Generation segment's net income decreased $27 million and $25 million for the three and six months ended June 30, 2004, respectively, as compared to 2003, primarily reflecting the following:

• An increase in regulated electric sales due to comparably favorable weather in the current quarter;
• An increase in regulated electric sales due to customer growth in the electric franchise service area, primarily in new residential customers;
• Higher fuel expenses due primarily to the elimination of deferral accounting for the Virginia jurisdiction, which resulted in the write-off of previously deferred fuel costs incurred in the first quarter of 2004 and the recognition of fuel expenses in excess of amounts recovered in fixed fuel rates;
• Reduced purchased power capacity expenses, primarily due to the termination of a long-term power purchase contract in connection with the purchase of the related generating facility in November 2003;
• Decreased nuclear expenses, due to fewer refueling outage days at the Company's nuclear generating units; and
• Higher depreciation and amortization expenses, reflecting property additions, including the consolidation of a special purpose lessor entity upon the adoption of FIN 46R on December 31, 2003.

The Energy segment includes the Company's electric transmission operations and its energy trading and risk management activities (Clearinghouse).

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

The Energy segment's net income decreased $42 million and $250 million for the three and six months ended June 30, 2004, respectively, as compared to 2003, primarily reflecting:

• A net loss from energy trading and risk management activities in 2004, resulting primarily from unfavorable price changes on derivative contracts, comparatively lower price volatility on natural gas option positions in the first quarter of 2004, and the transfer of certain wholesale electric contracts to another Dominion subsidiary in October 2003; and
• Lower electric transmission margins, primarily due to lower wheeling revenue.

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The Delivery segment includes the Company's electric distribution and customer service operations.

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

The Delivery segment's net income increased $10 million for both three and six months ended June 30, 2004, as compared to 2003, primarily reflecting the following:

• An increase in regulated electric sales due to comparably favorable weather in the current quarter;
• An increase in regulated electric sales due to customer growth in the electric franchise service area, primarily reflecting new residential customers; and
• Increased other operations and maintenance expenses, primarily due to increased contractor services.

The Corporate and Other segment includes the Company's corporate and other functions. Presented below are the Corporate and Other segment's after-tax operating results:

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The Corporate and Other segment reported net benefits of $1 million and $79 million, attributable to its operating segments for the six months ended June 30, 2004 and 2003, respectively. The net benefit of $1 million recognized in 2004 primarily reflected:

• An $18 million ($11 million after-tax) benefit from the reduction of expenses accrued in 2003 associated with Hurricane Isabel restoration activities (Delivery); partially offset by
• A $12 million ($7 million after-tax) charge related to an agreement to settle a class action lawsuit involving a dispute over the Company's rights to lease fiber-optic cable along a portion of its electric transmission corridor (Energy).

The net benefit of $79 million recognized in 2003 primarily reflected:

• An $84 million net after-tax gain representing the cumulative effect of adopting two new accounting standards on January 1, 2003, including:
• A $139 million after-tax gain (SFAS No. 143): $140 million after-tax gain (Generation) and $1 million after-tax loss (Delivery); partially offset by
• A $55 million after-tax loss (EITF 02-3) (Energy).
• An $8 million ($5 million after-tax) charge of severance costs for workforce reductions: $3 million (Generation) and $5 million (Delivery).

See Selected Information-Energy Trading Activities in MD&A in the Company's Annual Report on Form 10-K for the year ended December 31, 2003 for a detailed discussion of the energy trading and risk management activities and related accounting policies. For additional discussion of the Company's trading activities, see Market Rate Sensitive Instruments and Risk Management in Item 3.

A summary of the changes in the unrealized gains and losses recognized for the Company's energy-related derivative instruments held for trading purposes follows:

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The balance of net unrealized gains and losses recognized for the Company's energy-related derivative instruments held for trading purposes at June 30, 2004 is summarized in the following table based on the approach used to determine fair value and contract settlement or delivery dates:

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The Company depends on both internal and external sources of liquidity to provide working capital and to fund capital requirements. Short-term cash requirements not met by cash provided by operations are generally satisfied with proceeds from short-term borrowings. Long-term cash needs are met through issuances of securities and additional long-term debt financings.

As presented on the Company's Consolidated Statements of Cash Flows, net cash flows from operating activities were $612 million and $766 million during the six months ended June 30, 2004 and 2003, respectively. Management believes that its operations provide a stable source of cash flow sufficient to contribute to planned levels of capital expenditures and maintain or grow current dividends payable to Dominion.

The Company's operations are subject to risks and uncertainties that may negatively impact the timing or amounts of operating cash flows. See the discussion of such factors in Cash Provided by Operations in MD&A in the Company's Annual Report on Form 10-K for the year ended December 31, 2003.

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Cash Used In Investing Activities

During the six months ended June 30, 2004, investing activities resulted in a net cash outflow of $395 million. The significant investing activities included $322 million for the construction and expansion of generation facilities (see details below) and $56 million for nuclear fuel expenditures:

• $95 million on generation-related projects, including environmental upgrades and routine capital improvements;
• $60 million on transmission-related projects, reflecting construction and improvements;
• $155 million on distribution-related projects, reflecting routine capital improvements and expenditures associated with new connections; and
• $12 million for other general and information technology projects.

Investing activities for the six months ended June 30, 2004 also included $142 million for purchases of securities and $123 million from sales of securities related to investments held in the Company's nuclear decommissioning trusts.

The Company relies on access to bank and capital markets as a significant source of funding for capital requirements not satisfied by the cash provided by the Company's operations. As discussed in Credit Ratings and Debt Covenants below, the Company's ability to borrow funds or issue securities and the return demanded by investors are affected by the Company's credit ratings. In addition, the raising of external capital is subject to certain regulatory approvals, including authorization by the Virginia State Corporation Commission (Virginia Commission).

As presented on the Company's Consolidated Statements of Cash Flows, net cash flows used in financing activities were $232 million for the six months ended June 30, 2004.

The Company's financial policy precludes issuing commercial paper in excess of its supporting lines of credit. Dominion, CNG and the Company have two three-year revolving joint credit facilities that allow aggregate borrowings of up to $2.25 billion. The facilities include a $1.5 billion credit facility that was entered into in May 2004 and terminates in May 2007 and a $750 million credit facility that was entered into in May 2002 and terminates in May 2005. These credit facilities are being used for working capital, as support for the combined commercial paper programs of Dominion, CNG and the Company and the issuance of letters of credit of up to $500 million under the $1.5 billion credit facility and $200 million under the $750 million credit facility.

At June 30, 2004, total outstanding commercial paper supported by the credit facilities was $610 million, of which the Company's borrowings were $532 million. Commercial paper borrowings are used primarily to fund working capital requirements and may vary significantly during the course of the period, depending upon the timing and amount of cash requirements not satisfied by cash provided by operations.

At June 30, 2004, total outstanding letters of credit supported by the credit facilities were $478 million, of which $115 million was issued on behalf of an unregulated subsidiary of the Company.

At June 30, 2004, capacity available under the two credit facilities was $1.16 billion.

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As of June 30, 2004, the Company has borrowed funds from Dominion totaling $595 million under a short-term demand note and $220 million under a long-term note. Interest charges incurred by the Company related to these borrowings were not material.

In the six months ended June 30, 2004, the Company repaid $250 million of its 8% mortgage bonds due March 1, 2004.

At June 30, 2004, the Company had $670 million of available capacity under currently effective shelf registrations with the SEC that would permit the Company to issue debt and preferred securities to meet future capital requirements.

The Company's exposure to potential concentrations of credit risk results primarily from its energy trading and risk management activities. Presented below is a summary of the Company's gross and net credit exposure as of June 30, 2004 for these activities. The credit exposure amounts presented exclude amounts receivable from affiliated companies. The Company calculates its gross credit exposure for each counterparty as the unrealized fair value of derivative contracts plus any outstanding receivables (net of payables, where netting agreements exist), prior to the application of collateral.

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