UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2024
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
Exact name of registrants as specified in their charters, address of
principal executive offices and registrants’ telephone number
I.R.S. Employer
Identification Number
001-08489
DOMINION ENERGY, INC.
54-1229715
000-55337
VIRGINIA ELECTRIC AND POWER COMPANY
54-0418825
120 Tredegar Street
Richmond, Virginia 23219
(804) 819-2284
State or other jurisdiction of incorporation or organization of the registrants: Virginia
Securities registered pursuant to Section 12(b) of the Act:
Registrant
Trading Symbol
Title of Each Class
Name of Each Exchange
on Which Registered
D
Common Stock, no par value
New York Stock Exchange
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.
Dominion Energy, Inc. Yes ☒ No ☐ Virginia Electric and Power Company Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Dominion Energy, Inc.
Large accelerated filer
Accelerated filer
Emerging growth company
Non-accelerated filer
Smaller reporting company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Virginia Electric and Power Company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Dominion Energy, Inc. Yes ☐ No ☒ Virginia Electric and Power Company Yes ☐ No ☒
At October 25, 2024, the latest practicable date for determination, Dominion Energy, Inc. had 840,009,626 shares of common stock outstanding and Virginia Electric and Power Company had 324,245 shares of common stock outstanding. Dominion Energy, Inc. is the sole holder of Virginia Electric and Power Company’s common stock.
This combined Form 10-Q represents separate filings by Dominion Energy, Inc. and Virginia Electric and Power Company. Information contained herein relating to an individual registrant is filed by that registrant on its own behalf. Virginia Electric and Power Company makes no representation as to the information relating to Dominion Energy, Inc.’s other operations.
VIRGINIA ELECTRIC AND POWER COMPANY MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q AND IS FILING THIS FORM 10-Q UNDER THE REDUCED DISCLOSURE FORMAT.
1
COMBINED INDEX
Page
Glossary of Terms
3
PART I. Financial Information
Item 1.
Financial Statements
8
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
67
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
86
Item 4.
Controls and Procedures
87
PART II. Other Information
Legal Proceedings
88
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Item 5.
Other Information
Item 6.
Exhibits
89
2
GLOSSARY OF TERMS
The following abbreviations or acronyms used in this Form 10-Q are defined below:
Abbreviation or Acronym
Definition
2017 Tax Reform Act
An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018 (previously known as The Tax Cuts and Jobs Act) enacted on December 22, 2017
2021 Triennial Review
Virginia Commission review of Virginia Power’s earned return on base rate generation and distribution services for the four successive 12-month test periods beginning January 1, 2017 and ending December 31, 2020
2023 Biennial Review
Virginia Commission review of Virginia Power’s earned return on base rate generation and distribution services for the two successive 12-month test periods beginning January 1, 2021 and ending December 31, 2022 and prospective rate base setting for the succeeding annual periods beginning January 1, 2024 and ending December 31, 2025
2024 EJSNs
2024 Series A EJSNs and 2024 Series B EJSNs
2024 Series A EJSNs
Dominion Energy’s 2024 Series A Enhanced Junior Subordinated Notes due 2055
2024 Series B EJSNs
Dominion Energy’s 2024 Series B Enhanced Junior Subordinated Notes due 2054
2025 Biennial Review
Future Virginia Commission review of Virginia Power’s earned return on base rate generation and distribution services for the two successive 12-month test periods beginning January 1, 2023 and ending December 31, 2024 and prospective rate base setting for the succeeding annual periods beginning January 1, 2026 and ending December 31, 2027
ACE Rule
Affordable Clean Energy Rule
AEP
The legal entity American Electric Power Company, Inc., one or more of its consolidated subsidiaries, or the entirety of American Electric Power Company, Inc. and its consolidated subsidiaries
AES
The legal entity The AES Corporation, one or more of its consolidated subsidiaries, or the entirety of The AES Corporation and its consolidated subsidiaries
AFUDC
Allowance for funds used during construction
AOCI
Accumulated other comprehensive income (loss)
ARO
Asset retirement obligation
Atlantic Coast Pipeline
Atlantic Coast Pipeline, LLC, a limited liability company owned by Dominion Energy and Duke Energy
Atlantic Coast Pipeline Project
A previously proposed approximately 600-mile natural gas pipeline running from West Virginia through Virginia to North Carolina which would have been owned by Dominion Energy and Duke Energy
bcf
Billion cubic feet
BHE
The legal entity, Berkshire Hathaway Energy Company, one or more of its consolidated subsidiaries (including Eastern Energy Gas Holdings, LLC, Northeast Midstream Partners, LP and Cove Point effective November 2020), or the entirety of Berkshire Hathaway Energy Company and its consolidated subsidiaries
Birdseye
Birdseye Renewable Energy, LLC
BOEM
Bureau of Ocean Energy Management
Brunswick County
A 1,376 MW combined-cycle, natural gas-fired power station in Brunswick County, Virginia
CAA
Clean Air Act
CCR
Coal combustion residual
CEO
Chief Executive Officer
CERCLA
Comprehensive Environmental Response, Compensation and Liability Act of 1980, also known as Superfund
CFIUS
The Committee on Foreign Investment in the U.S.
CFO
Chief Financial Officer
CO2
Carbon dioxide
Companies
Dominion Energy and Virginia Power, collectively
Contracted Energy
Contracted Energy operating segment
Cooling degree days
Units measuring the extent to which the average daily temperature is greater than 65 degrees Fahrenheit, or 75 degrees Fahrenheit in DESC’s service territory, calculated as the difference between 65 or 75 degrees, as applicable, and the average temperature for that day
Cove Point
Cove Point LNG, LP (formerly known as Dominion Energy Cove Point LNG, LP)
CPCN
Certificate of Public Convenience and Necessity
CVOW Commercial Project
A proposed 2.6 GW wind generation facility 27 miles off the coast of Virginia Beach, Virginia in federal waters adjacent to the CVOW Pilot Project and associated interconnection facilities in and around Virginia Beach, Virginia
CVOW Pilot Project
A 12 MW wind generation facility 27 miles off the coast of Virginia Beach, Virginia in federal waters
CWA
Clean Water Act
DES
Dominion Energy Services, Inc.
DESC
The legal entity, Dominion Energy South Carolina, Inc., one or more of its consolidated entities or operating segment, or the entirety of Dominion Energy South Carolina, Inc. and its consolidated entities
DGI
Dominion Generation, Inc.
DOE
U.S. Department of Energy
Dominion Energy
The legal entity, Dominion Energy, Inc., one or more of its consolidated subsidiaries (other than Virginia Power) or operating segments, or the entirety of Dominion Energy, Inc. and its consolidated subsidiaries
Dominion Energy Direct®
A dividend reinvestment and open enrollment direct stock purchase plan
Dominion Energy South Carolina
Dominion Energy South Carolina operating segment
Dominion Energy Virginia
Dominion Energy Virginia operating segment
Dominion Privatization
Dominion Utility Privatization, LLC, a joint venture between Dominion Energy and Patriot
DSM
Demand-side management
DSM Riders
Rate adjustment clauses, designated Riders C1A, C2A, C3A and C4A, associated with the recovery of costs related to certain Virginia DSM programs in approved DSM cases
Dth
Dekatherm
Duke Energy
The legal entity, Duke Energy Corporation, one or more of its consolidated subsidiaries, or the entirety of Duke Energy Corporation and its consolidated subsidiaries
Eagle Solar
Eagle Solar, LLC, a wholly-owned subsidiary of DGI
East Ohio
The East Ohio Gas Company (a subsidiary of Enbridge effective March 2024)
East Ohio Transaction
The sale by Dominion Energy to Enbridge of all issued and outstanding capital stock in Dominion Energy Questar Corporation and its consolidated subsidiaries, which following a reorganization included East Ohio and Dominion Energy Gas Distribution, LLC, pursuant to a purchase and sale agreement entered into on September 5, 2023, which was completed on March 6, 2024
Enbridge
The legal entity, Enbridge Inc., one or more of its consolidated subsidiaries (including Enbridge Elephant Holdings, LLC, Enbridge Parrot Holdings, LLC and Enbridge Quail Holdings, LLC), or the entirety of Enbridge Inc. and its consolidated subsidiaries
4
EPA
U.S. Environmental Protection Agency
EPS
Earnings per common share
FCC
Federal Communications Commission
FERC
Federal Energy Regulatory Commission
FirstEnergy
The legal entity FirstEnergy Corp., one or more of its consolidated subsidiaries, or the entirety of FirstEnergy Corp. and its consolidated subsidiaries
FTRs
Financial transmission rights
GAAP
U.S. generally accepted accounting principles
GHG
Greenhouse gas
Greensville County
A 1,605 MW combined-cycle, natural gas-fired power station in Greensville County, Virginia
GTSA
Virginia Grid Transformation and Security Act of 2018
GW
Gigawatt
Heating degree days
Units measuring the extent to which the average daily temperature is less than 65 degrees Fahrenheit, or 60 degrees Fahrenheit in DESC’s service territory, calculated as the difference between 65 or 60 degrees, as applicable, and the average temperature for that day
Idaho Commission
Idaho Public Utilities Commission
IRA
An Act to Provide for Reconciliation Pursuant to Title II of Senate Concurrent Resolution 14 of the 117th Congress (also known as the Inflation Reduction Act of 2022) enacted on August 16, 2022
ISO
Independent system operator
Jones Act
The Coastwise Merchandise Statute (commonly known as the Jones Act) 46 U.S.C. §55102 regulating U.S. maritime commerce
kV
Kilovolt
LNG
Liquefied natural gas
MD&A
MGD
Million gallons per day
Millstone
Millstone nuclear power station
Moody’s
Moody’s Investors Service
MW
Megawatt
MWh
Megawatt hour
Natural Gas Rate Stabilization Act
Legislation effective February 2005 designed to improve and maintain natural gas service infrastructure to meet the needs of customers in South Carolina
NAV
Net asset value
NND Project
V.C. Summer Units 2 and 3 nuclear development project under which DESC and Santee Cooper undertook to construct two Westinghouse AP1000 Advanced Passive Safety nuclear units in Jenkinsville, South Carolina
North Anna
North Anna nuclear power station
North Carolina Commission
North Carolina Utilities Commission
NOX
Nitrogen oxide
NRC
U.S. Nuclear Regulatory Commission
October 2014 hybrids
Dominion Energy’s 2014 Series A Enhanced Junior Subordinated Notes due 2054
Ohio Commission
Public Utilities Commission of Ohio
5
Order 1000
Order issued by FERC adopting requirements for electric transmission planning, cost allocation and development
OSWP
OSW Project LLC, a limited liability company owned by Virginia Power and Stonepeak (effective October 2024)
ozone season
The period May 1st through September 30th, as determined on a federal level
Patriot
Patriot Utility Privatizations, LLC, a joint venture between Foundation Infrastructure Partners, LLC and John Hancock Life Insurance Company (U.S.A.) and affiliates
PJM
PJM Interconnection, LLC
PSD
Prevention of significant deterioration
PSNC
Public Service Company of North Carolina, Incorporated (a subsidiary of Enbridge effective September 2024)
PSNC Transaction
The sale by Dominion Energy to Enbridge of all of its membership interests in Fall North Carolina Holdco LLC and its consolidated subsidiaries, which following a reorganization included PSNC, pursuant to a purchase and sale agreement entered into on September 5, 2023, which was completed on September 30, 2024
Questar Gas
Questar Gas Company (a subsidiary of Enbridge effective May 2024)
Questar Gas Transaction
The sale by Dominion Energy to Enbridge of all of its membership interests in Fall West Holdco LLC and its consolidated subsidiaries, which following a reorganization included Questar Gas, Wexpro, Wexpro II Company, Wexpro Development Company, Dominion Energy Wexpro Services Company, Questar InfoComm Inc. and Dominion Gas Projects Company, LLC, pursuant to a purchase and sale agreement entered into on September 5, 2023, which was completed on May 31, 2024
RGGI
Regional Greenhouse Gas Initiative
Rider BW
A rate adjustment clause associated with the recovery of costs related to Brunswick County
Rider CCR
A rate adjustment clause associated with the recovery of costs related to the removal of CCR at certain power stations
Rider CE
A rate adjustment clause associated with the recovery of costs related to certain renewable generation, energy storage and related transmission facilities in Virginia, certain small-scale distributed generation projects and related transmission facilities and, beginning May 2024, power purchase agreements for the energy, capacity, ancillary services and renewable energy credits owned by third parties
Rider DIST
A proposed rate adjustment clause associated with the recovery of costs being recovered under Riders GT and U
Rider E
A rate adjustment clause associated with the recovery of costs related to certain capital projects at Virginia Power’s electric generating stations to comply with federal and state environmental laws and regulations
Rider GEN
A proposed rate adjustment clause associated with recovery of costs being recovered under Riders BW, GV, four other riders associated with generation facilities and the Virginia LNG Storage Facility
Rider GT
A rate adjustment clause associated with the recovery of costs associated with electric distribution grid transformation projects that the Virginia Commission has approved as authorized by the GTSA
Rider GV
A rate adjustment clause associated with the recovery of costs related to Greensville County
Rider OSW
A rate adjustment clause associated with costs incurred to construct, own and operate the CVOW Commercial Project
Rider RGGI
A rate adjustment clause associated with the recovery of costs related to the purchase of allowances through the RGGI market-based trading program for CO2
Rider RPS
A rate adjustment clause associated with the recovery of costs related to the mandatory renewable portfolio standard program established by the VCEA
6
Rider SNA
A rate adjustment clause associated with costs relating to the preparation of the applications for subsequent license renewal to the NRC to extend the operating licenses of Surry and North Anna and related projects
Rider T1
A rate adjustment clause to recover the difference between revenues produced from transmission rates included in base rates, and the new total revenue requirement developed annually for the rate years effective September 1
Rider U
A rate adjustment clause associated with the recovery of costs of new underground distribution facilities
ROE
Return on equity
RTO
Regional transmission organization
Santee Cooper
South Carolina Public Service Authority
SCANA
The legal entity, SCANA Corporation, one or more of its consolidated subsidiaries, or the entirety of SCANA Corporation and its consolidated subsidiaries
SCANA Combination
Dominion Energy’s acquisition of SCANA completed on January 1, 2019 pursuant to the terms of the agreement and plan of merger entered on January 2, 2018 between Dominion Energy and SCANA
SCANA Merger Approval Order
Final order issued by the South Carolina Commission on December 21, 2018 setting forth its approval of the SCANA Combination
SCDOR
South Carolina Department of Revenue
SEC
U.S. Securities and Exchange Commission
Series B Preferred Stock
Dominion Energy’s 4.65% Series B Fixed-Rate Cumulative Redeemable Perpetual Preferred Stock, without par value, with a liquidation preference of $1,000 per share
Series C Preferred Stock
Dominion Energy’s 4.35% Series C Fixed-Rate Cumulative Redeemable Perpetual Preferred Stock, without par value, with a liquidation preference of $1,000 per share
South Carolina Commission
Public Service Commission of South Carolina
Standard & Poor’s
Standard & Poor’s Ratings Services, a division of S&P Global Inc.
Stonepeak
The legal entity Stonepeak Partners, LLC, one or more of its affiliated investment vehicles (including Dunedin Member LLC) or the entirety of Stonepeak Partners, LLC and its affiliated investment vehicles
Summer
V.C. Summer nuclear power station
Surry
Surry nuclear power station
Utah Commission
Utah Public Service Commission
VCEA
Virginia Clean Economy Act of March 2020
VEBA
Voluntary Employees’ Beneficiary Association
VIE
Variable interest entity
Virginia Commission
Virginia State Corporation Commission
Virginia LNG Storage Facility
A proposed LNG storage facility in Brunswick and Greensville Counties, Virginia
Virginia Power
The legal entity, Virginia Electric and Power Company, one or more of its consolidated subsidiaries or operating segment, or the entirety of Virginia Electric and Power Company and its consolidated subsidiaries
VPFS
Virginia Power Fuel Securitization, LLC
Wexpro
The legal entity, Wexpro Company, one or more of its consolidated subsidiaries, or the entirety of Wexpro Company and its consolidated subsidiaries (a subsidiary of Enbridge effective May 2024)
Wyoming Commission
Wyoming Public Service Commission
7
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
(millions, except per share amounts)
Operating Revenue
$
3,941
3,810
11,059
10,859
Operating Expenses
Electric fuel and other energy-related purchases
910
1,049
2,787
3,010
Purchased electric capacity
24
20
57
43
Purchased gas
34
40
198
212
Other operations and maintenance
900
842
2,597
2,366
Depreciation and amortization
549
667
1,791
1,896
Other taxes
184
162
556
517
Impairment of assets and other charges
122
219
136
Losses (gains) on sales of assets
—
(2
)
(23
Total operating expenses
2,723
2,781
8,203
8,157
Income from operations
1,218
1,029
2,856
2,702
Other income (expense)
335
56
1,020
646
Interest and related charges
403
192
1,446
1,066
Income from continuing operations including noncontrolling interests before income tax expense
1,150
893
2,430
2,282
Income tax expense
183
195
412
469
Net Income From Continuing Operations
967
698
2,018
1,813
Net Income (Loss) From Discontinued Operations(1)
(13
(541
182
(92
Net Income Including Noncontrolling Interests
954
157
2,200
1,721
Noncontrolling Interests
Net Income Attributable to Dominion Energy
Amounts attributable to Dominion Energy
Net income from continuing operations
Net income (loss) from discontinued operations
Net income attributable to Dominion Energy
EPS - Basic
1.14
0.81
2.33
2.10
(0.02
(0.65
0.22
(0.11
1.12
0.16
2.55
1.99
EPS - Diluted
The accompanying notes are an integral part of Dominion Energy’s Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(millions)
Net income including noncontrolling interests
Other comprehensive income (loss), net of taxes:
Net deferred gains (losses) on derivatives-hedging activities(1)
(7
19
16
Changes in unrealized net gains (losses) on investment securities(2)
32
(22
13
(6
Changes in net unrecognized pension and other postretirement benefit costs(3)
(249
Amounts reclassified to net income (loss):
Net derivative (gains) losses-hedging activities(4)
Net realized (gains) losses on investment securities(5)
(1
Net pension and other postretirement benefit costs (credits)(6)
(3
(8
(31
Net earnings from equity method investees(7)
Changes in other comprehensive income from equity method investees(8)
Total other comprehensive income (loss)
33
(148
Comprehensive income including noncontrolling interests
987
158
2,052
1,728
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to Dominion Energy
(1) Net of $3 million and $(6) million tax for the three months ended September 30, 2024 and 2023, respectively, and net of $— million and $(5) million tax for the nine months ended September 30, 2024 and 2023, respectively.
(2) Net of $(10) million and $6 million tax for the three months ended September 30, 2024 and 2023, respectively, and net of $(2) million and $2 million tax for the nine months ended September 30, 2024 and 2023, respectively.
(3) Net of $(2) million and $— million tax for the three months ended September 30, 2024 and 2023, respectively, and net of $86 million and $— million tax for the nine months ended September 30, 2024 and 2023, respectively.
(4) Net of $(3) million and $(3) million tax for the three months ended September 30, 2024 and 2023, respectively, and net of $(9) million and $(8) million tax for the nine months ended September 30, 2024 and 2023, respectively.
(5) Net of $1 million and $— million tax for the three months ended September 30, 2024 and 2023, respectively, and net of $(1) million and $— million tax for the nine months ended September 30, 2024 and 2023, respectively.
(6) Net of $1 million and $7 million tax for the three months ended September 30, 2024 and 2023, respectively, and net of $(20) million and $15 million tax for the nine months ended September 30, 2024 and 2023, respectively.
(7) Net of $— million and $(1) million tax for the three months ended September 30, 2024 and 2023, respectively, and net of $— million and $(1) million tax for the nine months ended September 30, 2024 and 2023, respectively.
(8) Net of $— million and $— million tax for the three months ended September 30, 2024 and 2023, respectively, and net of $— million and $— million tax for the nine months ended September 30, 2024 and 2023, respectively.
9
CONSOLIDATED BALANCE SHEETS
September 30, 2024
December 31, 2023(1)
ASSETS
Current Assets
Cash and cash equivalents
1,776
Customer receivables (less allowance for doubtful accounts of $30 and $38)
2,082
2,251
Other receivables (less allowance for doubtful accounts of $2 and $1)
265
258
Inventories
1,717
1,698
Regulatory assets(2)
1,030
1,309
Derivative assets
545
699
Other(2)
550
459
Current assets held for sale
26
18,529
Total current assets
7,991
25,387
Investments
Nuclear decommissioning trust funds
8,017
6,946
Investment in equity method affiliates
134
268
Other
348
324
Total investments
8,499
7,538
Property, Plant and Equipment
Property, plant and equipment
91,164
83,417
Accumulated depreciation and amortization
(25,742
(24,637
Total property, plant and equipment, net
65,422
58,780
Deferred Charges and Other Assets
Goodwill
4,143
8,352
8,356
5,413
4,828
Total deferred charges and other assets
17,908
17,327
Total assets
99,820
109,032
(1) Dominion Energy’s Consolidated Balance Sheet at December 31, 2023 has been derived from the audited Consolidated Balance Sheet at that date.
(2) See Note 15 for amounts attributable to VIEs.
10
CONSOLIDATED BALANCE SHEETS—(Continued)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Securities due within one year(2)
1,820
6,589
Supplemental credit facility borrowings
450
Short-term debt
4,104
3,956
Accounts payable
937
921
Accrued interest, payroll and taxes(2)
1,354
1,075
Regulatory liabilities
714
522
Derivative liabilities
107
346
Other(3)
1,796
1,732
Current liabilities held for sale
8,885
Total current liabilities
10,832
24,476
Long-Term Debt
Long-term debt
33,779
32,368
Securitization bonds(2)
1,136
Junior subordinated notes
1,981
688
205
Total long-term debt
37,101
33,248
Deferred Credits and Other Liabilities
Deferred income taxes
6,404
6,611
Deferred investment tax credits
1,077
1,098
8,995
8,674
Asset retirement obligations
6,584
5,641
1,296
1,755
Total deferred credits and other liabilities
24,356
23,779
Total liabilities
72,289
81,503
Commitments and Contingencies (see Note 17)
Shareholders’ Equity
Preferred stock (see Note 16)
1,348
1,783
Common stock – no par(4)
23,854
23,728
Retained earnings
3,983
3,524
Accumulated other comprehensive loss
(1,654
(1,506
Shareholders’ equity
27,531
27,529
Noncontrolling interests
Total shareholders’ equity
Total liabilities and shareholders’ equity
(3) See Note 10 for amounts attributable to related parties.
(4) 1.8 billion shares authorized; 840 million shares outstanding at September 30, 2024 and 838 million shares outstanding at December 31, 2023.
11
CONSOLIDATED STATEMENTS OF EQUITY
QUARTER-TO-DATE
Preferred Stock
Common Stock
Dominion Energy Shareholders
Shares
Amount
Retained Earnings
TotalShareholders’Equity
NoncontrollingInterests
Total Equity
June 30, 2023
837
23,704
4,253
(1,566
28,174
Issuance of stock
Stock awards (net of change in unearned compensation)
Preferred stock dividends (see Note 16)
(20
Common stock dividends ($0.6675 per share) and distributions
(559
Other comprehensive loss, net of tax
September 30, 2023
23,720
3,830
(1,565
27,768
June 30, 2024
839
23,809
3,603
(1,687
27,073
35
(15
Other comprehensive income, net of tax
840
12
YEAR-TO-DATE
Total Shareholders’Equity
December 31, 2022
835
23,605
3,843
(1,572
27,659
91
(60
Common stock dividends ($2.0025 per common share) and distributions
(1,674
December 31, 2023
838
102
Repurchase of preferred stock
(435
(63
Common stock dividends (2.0025 per common share) and distributions
(1,678
CONSOLIDATED STATEMENTS OF CASH FLOWS
Operating Activities
Adjustments to reconcile net income including noncontrolling interests to net cash provided by operating activities:
Depreciation, depletion and amortization (including nuclear fuel)
2,014
2,372
(274
1,439
(37
251
169
Losses from East Ohio, Questar Gas and PSNC Transactions
165
Gains on sales of assets and equity method investments (including Cove Point)
(657
Net gains on nuclear decommissioning trust funds and other investments
(589
(228
Other adjustments
60
106
Changes in:
Accounts receivable
379
516
(47
Deferred fuel and purchased gas costs, net
768
635
Prepayments and deposits, net
(14
375
(27
(812
Accrued interest, payroll and taxes
224
208
Net realized and unrealized changes related to derivative activities
(34
180
Pension and other postretirement benefits
(446
(357
Other operating assets and liabilities
(230
(296
Net cash provided by operating activities
4,377
5,186
Investing Activities
Plant construction and other property additions (including nuclear fuel)
(8,719
(7,166
Acquisition of solar development projects
(202
Proceeds from sale of noncontrolling interest in Cove Point
3,293
Proceeds from East Ohio, Questar Gas and PSNC Transactions
9,237
Proceeds from sales of securities
2,230
2,007
Purchases of securities
(2,350
(2,182
Proceeds from sale of assets
Contributions to equity method affiliates
(79
Distributions from equity method affiliates
126
(50
17
Net cash provided by (used in) investing activities
293
(4,091
Financing Activities
Issuance of short-term debt, net
148
362
364-day term loan facility borrowings
3,000
3,475
Repayment of 364-day term loan facility borrowings
(7,750
(750
Issuance and remarketing of long-term debt
4,743
2,660
Repayment and repurchase of long-term debt
(1,884
(5,673
Issuance of securitization bonds
1,282
Supplemental credit facility repayments
(450
(440
Issuance of common stock
Common dividend payments
(142
(130
Net cash used in financing activities
(3,069
(1,189
Increase (decrease) in cash, restricted cash and equivalents
1,601
(94
Cash, restricted cash and equivalents at beginning of period
301
341
Cash, restricted cash and equivalents at end of period
1,902
247
See Note 2 for disclosure of supplemental cash flow information.
14
Operating Revenue(1)
2,762
2,645
7,788
7,281
Electric fuel and other energy-related purchases(1)
690
736
2,098
2,242
15
53
Other operations and maintenance:
Affiliated suppliers
110
98
325
290
464
434
1,300
1,127
487
1,268
1,366
83
71
248
223
Impairment of assets and other charges (benefits)
38
30
1,786
1,826
5,330
5,311
976
819
2,458
1,970
58
159
Interest and related charges(1)
239
215
633
578
Income before income tax expense
795
603
1,984
1,475
141
128
386
311
Net Income
654
475
1,598
1,164
The accompanying notes are an integral part of Virginia Power’s Consolidated Financial Statements.
Net income
18
Amounts reclassified to net income:
Net realized (gains) losses on investment securities(3)
Comprehensive income
652
490
1,603
1,179
28
90
Customer receivables (less allowance for doubtful accounts of $22 and $30)
1,618
115
121
Affiliated receivables
73
50
Inventories (average cost method)
1,125
1,085
Derivative assets(2)
135
234
Regulatory assets(3)
751
868
271
4,116
4,317
4,266
3,716
4,270
3,720
67,498
60,963
(17,908
(17,096
49,590
43,867
4,561
2,595
2,397
7,156
6,714
65,132
58,618
LIABILITIES AND SHAREHOLDER’S EQUITY
540
381
740
455
656
597
Payables to affiliates
95
111
Affiliated current borrowings
500
493
321
Derivative liabilities(3)
80
244
1,328
1,285
5,081
4,187
18,872
17,043
96
72
20,104
17,115
4,073
3,624
645
6,395
5,978
4,728
4,276
1,096
16,937
15,659
42,122
36,961
Common Shareholder’s Equity
8,987
Other paid-in capital
1,113
12,889
11,541
Accumulated other comprehensive income
21
Total common shareholder’s equity
23,010
21,657
Total liabilities and shareholder’s equity
CONSOLIDATED STATEMENTS OF COMMON SHAREHOLDER’S EQUITY
Other Paid-In Capital
Total
(millions, except for shares)
(thousands)
275
5,738
10,778
17,638
11,253
18,128
12,236
23
22,359
10,089
16,949
Dividends
(250
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including nuclear fuel)
1,386
1,486
453
Deferred investment tax benefits
(11
37
44
Net (gains) on nuclear decommissioning trust funds and other investments
(85
(41
Affiliated receivables and payables
(38
(225
(98
267
Deferred fuel expenses, net
345
41
(80
200
168
541
(100
3,935
4,040
Plant construction and other property additions
(6,885
(4,871
Purchases of nuclear fuel
(122
(128
1,370
1,254
(1,449
(1,363
(25
Net cash used in investing activities
(7,138
(5,088
285
Issuance (repayment) of affiliated current borrowings, net
133
2,443
(593
(1,308
Common dividend payments to parent
(55
(62
Net cash provided by financing activities
3,245
1,061
Increase in cash, restricted cash and equivalents
42
132
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Nature of Operations
Dominion Energy, headquartered in Richmond, Virginia, is one of the nation’s largest producers and distributors of energy. Dominion Energy’s operations are conducted through various subsidiaries, including Virginia Power. Dominion Energy’s operations also include DESC, a regulated public utility serving electric and gas customers in South Carolina, and nonregulated electric generation. See Note 3 for a description of the sale of regulated gas distribution operations to Enbridge including the East Ohio Transaction, which was completed in March 2024, the Questar Gas Transaction, which was completed in May 2024, and the PSNC Transaction, which was completed in September 2024.
Virginia Power is a regulated public utility that generates, transmits and distributes electricity for sale in Virginia and northeastern North Carolina. Virginia Power is a member of PJM, an RTO, and its electric transmission facilities are integrated into the PJM wholesale electricity markets. All of Virginia Power’s stock is owned by Dominion Energy.
Note 2. Significant Accounting Policies
As permitted by the rules and regulations of the SEC, the Companies’ 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 GAAP. These unaudited Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023.
In the Companies’ opinion, the accompanying unaudited Consolidated Financial Statements contain all adjustments necessary to present fairly their financial position at September 30, 2024, their results of operations and changes in equity for the three and nine months ended September 30, 2024 and 2023 and their cash flows for the nine months ended September 30, 2024 and 2023. Such adjustments are normal and recurring in nature unless otherwise noted.
The Companies make certain estimates and assumptions in preparing their 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 revenues and expenses for the periods presented. Actual results may differ from those estimates.
The Companies’ accompanying unaudited Consolidated Financial Statements include, after eliminating intercompany transactions and balances, their accounts, those of their respective majority-owned subsidiaries and non-wholly-owned entities in which they have a controlling financial interest. For certain partnership structures, income is allocated based on the liquidation value of the underlying contractual arrangements.
The results of operations for 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, rate changes, electric fuel and other energy-related purchases, purchased gas expenses and other factors.
Certain amounts in the Companies’ 2023 Consolidated Financial Statements and Notes have been reclassified to conform to the 2024 presentation for comparative purposes; however, such reclassifications did not affect the Companies’ net income, total assets, liabilities, equity or cash flows.
Amounts disclosed for Dominion Energy are inclusive of Virginia Power, where applicable. There have been no significant changes from Note 2 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023, with the exception of the items described below.
Cash, Restricted Cash and Equivalents
Restricted Cash and Equivalents
The following table provides a reconciliation of the total cash, restricted cash and equivalents reported within the Companies’ Consolidated Balance Sheets to the corresponding amounts reported within the Companies’ Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023:
Cash, Restricted Cash and Equivalentsat End of Period
Cash, Restricted Cash and Equivalentsat Beginning of Period
Cash and cash equivalents(1)
176
217
153
Restricted cash and equivalents(2)(4)
84
188
Cash, restricted cash and equivalents shown in the Consolidated Statements of Cash Flows
22
Restricted cash and equivalents(3)(4)
104
Supplemental Cash Flow Information
The following table provides supplemental disclosure of cash flow information related to Dominion Energy:
Significant noncash investing and financing activities:(1)
Accrued capital expenditures
930
884
Leases(2)
294
The following table provides supplemental disclosure of cash flow information related to Virginia Power:
Significant noncash investing and financing activities:
738
Leases(1)
156
253
Virginia Power recorded a $25 million ($18 million after-tax) charge during the third quarter of 2024 within impairment of assets and other charges in its Consolidated Statements of Income related to the write-off of early-stage development costs associated with a hydroelectric pumped storage facility that it is no longer considering constructing.
Asset Retirement Obligations
In May 2024, the EPA released a final rule to regulate inactive surface impoundments located at retired generating stations that contained CCR and liquids after October 2015, and certain other inactive or previously closed surface impoundments, landfills or other areas that contain accumulations of CCR. Dominion Energy believes that it may have inactive or closed units or areas that could be subject to the final rule at up to 19 different stations, including 12 at Virginia Power. In connection with this rule, in the second quarter of 2024, Dominion Energy and Virginia Power recorded an increase to their AROs of $1.1 billion and $420 million, respectively, with a corresponding increase of $536 million and $234 million, respectively, to regulatory assets for amounts recoverable through retail electric rates, including riders, for electric generation stations that have been retired, $505 million and $152 million, respectively, to property, plant and equipment for amounts recoverable for electric generation stations that are currently in service and $34 million to other deferred charges and other assets for amounts associated with non-jurisdictional customers at Virginia Power. In the third quarter of 2024, Dominion Energy recorded an adjustment to decrease the ARO and related property, plant and equipment by $215 million to reflect updated information concerning one facility. The actual AROs related to CCRs may vary substantially from the estimates used to record the obligation.
New Accounting Standards
Climate-Related Disclosures
In March 2024, the SEC issued guidance for climate-related disclosures. The guidance requires disclosure of the financial statement impacts of severe weather events and other natural conditions, including amounts capitalized or expensed as well as any associated recoveries. In addition, the guidance requires disclosure of amounts related to renewable energy credits or carbon offsets if utilized as a material component of plans to achieve climate-related targets or goals. This guidance, which is currently subject to a stay issued by the SEC, would be effective for the fiscal year beginning January 1, 2025. The Companies expect this guidance to only impact their disclosures with no impacts to their results of operations, cash flows or financial condition.
Note 3. Acquisitions and Dispositions
Business Review Dispositions
Sale of East Ohio
In September 2023, Dominion Energy entered into an agreement with Enbridge for the East Ohio Transaction, which included the sale of East Ohio and was valued at approximately $6.6 billion, consisting of a purchase price of approximately $4.3 billion in cash and approximately $2.3 billion of assumed indebtedness. The sale closed in March 2024 after all customary closing and regulatory conditions were satisfied, including clearance or approval under or by the Hart-Scott-Rodino Act, CFIUS and FCC. Dominion Energy utilized the after-tax proceeds, as required, to repay outstanding borrowings under 364-day term loan facilities. See Note 16 for additional information. The purchase price was subject to customary post-closing adjustments, including adjustments for cash, indebtedness, net working capital, capital expenditures and net regulatory assets and liabilities. The transaction was structured as a stock sale for tax purposes. In October 2023, as required under the sale agreement, Dominion Energy filed a notice with the Ohio Commission. The internal reorganization in connection with the East Ohio Transaction was subject to approval by the Utah and Wyoming Commissions. Dominion Energy filed for such approvals in September 2023 which were received in November 2023. The internal reorganization was completed in February 2024.
Dominion Energy retained the pension and other postretirement benefit plan assets and obligations, including related income tax and other deferred balances, associated with retiree participants in both East Ohio’s union pension and other postretirement benefit plans and retiree participants of the sale entities in the Dominion Energy Pension Plan and the Dominion Energy Retiree Health and Welfare Plan. Dominion Energy recognized a pre-tax loss of $102 million ($113 million after-tax) upon the closing of the transaction, including the write-off of $1.5 billion of goodwill which was not deductible for tax purposes and including the effects of final closing adjustments. In 2023, Dominion Energy recorded a charge of $29 million to reflect the recognition of deferred taxes on the outside basis of East Ohio’s stock upon meeting the classification as held for sale. These deferred taxes reversed in the first quarter of 2024 upon closing of the sale and became a component of current income tax expense on the loss on sale disclosed above. See Note 5 for additional information.
At the closing of the East Ohio Transaction, Dominion Energy and Enbridge entered into a transition services agreement pursuant to which Dominion Energy will continue to provide certain services to support the ongoing operations of East Ohio for up to approximately two years. Enbridge has also agreed to provide certain services to Dominion Energy.
Sale of PSNC
In September 2023, Dominion Energy entered into an agreement with Enbridge for the PSNC Transaction, which included the sale of PSNC. The sale closed in September 2024 after all customary closing and regulatory conditions were satisfied, including clearance or approval under or by the Hart-Scott-Rodino Act, CFIUS, FCC and North Carolina Commission. At closing, the transaction was valued at $3.3 billion, consisting of a purchase price of $2.0 billion in cash and $1.3 billion of assumed indebtedness. The purchase price is
subject to customary post-closing adjustments, including adjustments for cash, indebtedness, net working capital, capital expenditures and net regulatory assets and liabilities. The transaction was structured as a stock sale for tax purposes. The internal reorganization in connection with the PSNC Transaction was subject to approval by the North Carolina Commission. Dominion Energy filed for such approval in September 2023 which was received in November 2023. The internal reorganization was completed in December 2023.
Dominion Energy retained the entirety of the assets and obligations, including related income tax and other deferred balances, of the pension and other postretirement employee benefit plans associated with the operations included in the transaction and relating to services provided through closing. Dominion Energy recognized a pre-tax loss of $33 million ($30 million after-tax loss) upon the closing of the transaction, including the write-off of $0.7 billion of goodwill which is not deductible for tax purposes but excluding the effects of final closing adjustments. In 2023, Dominion Energy recorded a charge of $334 million to reflect the deferred taxes on the outside basis of PSNC’s stock upon meeting the classification as held for sale. Dominion Energy recorded an additional charge of $16 million to adjust these deferred taxes to recorded balances as of June 30, 2024. These deferred taxes reversed in the third quarter of 2024 upon closing of the sale and became a component of current income tax expense on the pre-tax loss on sale disclosed above. See Note 5 for additional information.
At the closing of the PSNC Transaction, Dominion Energy and Enbridge entered into a transition services agreement pursuant to which Dominion Energy will continue to provide certain services to support the ongoing operations of PSNC for up to approximately two years. Enbridge has also agreed to provide certain services to Dominion Energy.
Sale of Questar Gas and Wexpro
In September 2023, Dominion Energy entered into an agreement with Enbridge for the Questar Gas Transaction, which included the sale of Questar Gas, Wexpro and related affiliates and was valued at approximately $4.3 billion, consisting of a purchase price of approximately $3.0 billion in cash and approximately $1.3 billion of assumed indebtedness. The sale closed in May 2024 after all customary closing and regulatory conditions were satisfied, including clearance or approval under or by the Hart-Scott-Rodino Act, CFIUS, FCC and Utah and Wyoming Commissions. Dominion Energy utilized the after-tax proceeds, as required, to repay outstanding borrowings under a 364-day term loan facility. See Note 16 for additional information. The purchase price was subject to customary post-closing adjustments, including adjustments for cash, indebtedness, net working capital, capital expenditures and net regulatory assets and liabilities. The transaction was structured as a stock sale for tax purposes. In October 2023, as required under the sale agreement, Dominion Energy filed the notice with the Idaho Commission. The internal reorganization in connection with the Questar Gas Transaction was subject to approval by the Utah and Wyoming Commissions. Dominion Energy filed for such approvals in September 2023 which were received in November 2023. The internal reorganization was completed in February 2024.
Dominion Energy retained the pension and other postretirement benefit plan assets and obligations, including related income tax and other deferred balances, associated with retiree participants of the sale entities in the Dominion Energy Pension Plan and the Dominion Energy Retiree Health and Welfare Plan. Dominion Energy recognized a pre-tax loss of $30 million ($18 million after-tax gain) upon the closing of the transaction, including the write-off of $0.7 billion of goodwill which was not deductible for tax purposes and including the effects of final closing adjustments. In 2023, Dominion Energy recorded a charge of $284 million ($279 million after-tax), including amounts associated with an impairment of goodwill. Based on the recorded balances at March 31, 2024, Dominion Energy recorded an additional charge of $78 million ($78 million after-tax), including amounts associated with an impairment of goodwill, in the first quarter of 2024. Following the internal reorganization noted above and upon closing of the East Ohio Transaction, Dominion Energy recorded a tax benefit of $5 million. In 2023, Dominion Energy recorded a charge of $462 million to reflect the deferred taxes on the outside basis of Questar Gas, Wexpro and related affiliates’ stock upon meeting the classification as held for sale. These deferred taxes reversed in the first quarter of 2024 and became a component of current income tax expense. In addition, Dominion Energy recorded an incremental deferred tax benefit of $22 million to reflect the deferred taxes on the outside basis of Questar Gas, Wexpro and related affiliates’ stock in the first quarter of 2024. These deferred taxes reversed in the second quarter of 2024 upon closing of the sale and became a component of current income tax expense on the pre-tax loss on sale disclosed above. See Note 5 for additional information.
At the closing of the Questar Gas Transaction, Dominion Energy and Enbridge entered into a transition services agreement pursuant to which Dominion Energy will continue to provide certain services to support the ongoing operations of Questar Gas and Wexpro for up to approximately two years. Enbridge has also agreed to provide certain services to Dominion Energy.
Other Sales
In February 2024, Dominion Energy entered into an agreement with AES to sell Birdseye and the Madison solar project for approximately $17 million in cash, subject to customary closing adjustments, which closed in April 2024. Dominion Energy had previously recognized a charge of $68 million ($51 million after-tax) in the fourth quarter of 2023 to adjust the assets down to their realizable fair value. As a result, the gain on the sale recognized by Dominion Energy in the second quarter of 2024, including the effects of final closing adjustments, was inconsequential.
Financial Statement Information for Business Review Dispositions
The following table represents selected information regarding the results of operations, which were reported within discontinued operations in Dominion Energy’s Consolidated Statements of Income:
Three Months Ended September 30, 2024
Nine Months EndedSeptember 30, 2024
PSNC Transaction(1)
East Ohio Transaction(1)
Questar Gas Transaction(1)
Operating revenue
81
229
488
894
Operating expense(2)
254
312
746
(17
25
Income (loss) before income taxes
(21
(57
143
125
Income tax expense (benefit)
(9
46
Net income (loss) attributable to Dominion Energy(3)
(12
(66
99
79
Three Months Ended September 30, 2023
Nine Months Ended September 30, 2023
East OhioTransaction
214
150
761
532
1,151
Operating expense(1)
127
497
939
29
51
74
(4
(5
235
116
Income tax expense (benefit)(2)
39
383
525
409
557
(387
(516
177
(293
(389
(18
The carrying value of major classes of assets and liabilities relating to the disposal groups, which are reported as held for sale in Dominion Energy’s Consolidated Balance Sheets, were as follows:
At December 31, 2023
Current assets(1)
336
764
Property, plant and equipment, net
5,443
2,806
4,369
Other deferred charges and other assets, including goodwill(2) and intangible assets
2,659
834
766
Current liabilities(3)
560
389
2,286
948
1,205
Other deferred credits and liabilities(4)
1,437
711
1,116
Capital expenditures and significant noncash items relating to the disposal groups included the following:
Nine Months Ended September 30, 2024
Capital expenditures
65
287
160
355
Significant noncash items
Depreciation, depletion and amortization
109
130
Note 4. Operating Revenue
The Companies’ operating revenue consists of the following:
Quarter-to-Date
Year-to-Date
Period Ended September 30,
Regulated electric sales:
Residential
1,535
1,558
4,184
3,968
1,155
1,133
3,183
2,975
Commercial
1,248
1,236
3,533
3,453
998
962
2,851
2,745
Industrial
216
227
642
658
113
330
Government and other retail
303
288
812
269
763
Wholesale
108
82
Nonregulated electric sales
693
611
69
55
Regulated gas sales:
207
100
Regulated gas transportation and storage
Other regulated revenue
61
204
282
193
Other nonregulated revenues(1)(2)(3)
Total operating revenue from contracts with customers
3,785
3,758
10,764
10,290
2,705
2,598
7,590
7,133
Other revenues(1)(4)
52
295
569
47
Total operating revenue
Neither Dominion Energy nor Virginia Power have any amounts for revenue to be recognized in the future on multi-year contracts in place at September 30, 2024.
At September 30, 2024 and December 31, 2023, Dominion Energy’s contract liability balances were $50 million and $47 million, respectively, and are recorded in other current liabilities and other deferred credits and other liabilities in its Consolidated Balance Sheets. At September 30, 2024 and December 31, 2023, Virginia Power’s contract liability balances were $43 million and $40 million, respectively, and are recorded in other current liabilities and other deferred credits and other liabilities in its Consolidated Balance Sheets.
The Companies recognize revenue as they fulfill their obligations to provide service to their customers. During the nine months ended September 30, 2024 and 2023, Dominion Energy recognized revenue of $45 million and $48 million, respectively, from the beginning contract liability balances. During the nine months ended September 30, 2024 and 2023, Virginia Power recognized $40 million and $39 million, respectively, from the beginning contract liability balances.
Note 5. Income Taxes
For continuing operations, including noncontrolling interests, the statutory U.S. federal income tax rate reconciles to the Companies’ effective income tax rate as follows:
U.S. statutory rate
21.0
%
Increases (reductions) resulting from:
State taxes, net of federal benefit
3.3
3.9
4.4
4.6
Investment tax credits
(1.2
(1.5
(0.8
(0.7
Production tax credits
(2.8
(0.6
(3.0
(0.9
Reversal of excess deferred income taxes
(2.4
(2.6
(1.8
Changes in state deferred taxes associated with assets held for sale
1.3
AFUDC - equity
(0.1
Other, net
(0.4
0.3
(0.3
Effective tax rate
16.9
20.6
19.5
21.1
The IRA created a nuclear production tax credit for electricity produced and sold beginning in 2024. The amount of the credit to be realized, if any, is a function of annual qualified production levels and gross receipts determined for each of the Companies’ nuclear units that cannot be fully determined until the completion of the calendar year. For the nine months ended September 30, 2024, Virginia Power recorded a $53 million tax benefit which represents a prorated portion of the estimated net realizable value of the nuclear production tax credit. The ultimate nuclear production tax credit realized by the Companies could vary significantly based on actual market prices, qualifying production and/or final computational U.S. Treasury guidance.
Dominion Energy’s effective tax rate for the nine months ended September 30, 2023, includes a net income tax expense of $29 million associated with the remeasurement of consolidated state deferred taxes as a result of the East Ohio, PSNC and Questar Gas Transactions and the sale of Dominion Energy's 50% noncontrolling partnership interest in Cove Point. See Notes 3 and 10 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023, for a discussion of these transactions.
As of September 30, 2024, there have been no material changes in the Companies’ unrecognized tax benefits or possible changes that could reasonably be expected to occur during the next twelve months. See Note 5 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023, for a discussion of these unrecognized tax benefits.
Discontinued operations
Income tax expense reflected in discontinued operations is $22 million and $1.3 billion for the nine months ended September 30, 2024 and 2023, respectively. Dominion Energy entered into agreements for the East Ohio, PSNC and Questar Gas Transactions in September 2023, each of which was treated as a stock sale for income tax purposes. During 2023 in connection with the pending sales, Dominion Energy recorded a charge of $825 million to establish deferred tax liabilities to reflect the excess of financial reporting basis over tax basis in stock of the entities to be sold. See Note 3 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023, for a discussion of these transactions.
Dominion Energy recorded a tax benefit of $52 million for the nine months ended September 30, 2024, including the reversal of $841 million of the deferred tax liabilities associated with the East Ohio, Questar Gas and PSNC Transactions previously established during 2023 and 2024. See Note 3 for additional information.
27
Note 6. Earnings Per Share
The following table presents the calculation of Dominion Energy’s basic and diluted EPS:
(millions, except EPS)
Net income attributable to Dominion Energy from continuing operations
(54
Preferred stock deemed dividends (see Note 16)
Net income attributable to Dominion Energy from continuing operations - Basic & Diluted
952
678
1,955
1,753
Net income (loss) attributable to Dominion Energy from discontinued operations - Basic & Diluted
Average shares of common stock outstanding - Basic
839.0
836.8
838.3
836.0
Net effect of dilutive securities(1)
0.1
0.2
Average shares of common stock outstanding - Diluted
839.3
838.4
836.2
EPS from continuing operations - Basic
EPS from discontinued operations - Basic
EPS attributable to Dominion Energy - Basic
EPS from continuing operations - Diluted
EPS from discontinued operations - Diluted
EPS attributable to Dominion Energy - Diluted
Certain of the forward sales agreements entered into in the second and third quarters of 2024 were potentially dilutive securities but were excluded from the calculation of diluted EPS from continuing operations for the three and nine months ended September 30, 2024 as the dilutive stock price threshold was not met.
Note 7. Accumulated Other Comprehensive Income (Loss)
The following table presents Dominion Energy’s changes in AOCI (net of tax) and reclassifications out of AOCI by component:
Total Derivative-Hedging Activities(1)(2)
Investment Securities(3)
Pension and other postretirement benefit costs(4)
Equity Method Investees(5)
Beginning balance
(191
(1,483
Other comprehensive income (loss) before reclassifications: gains (losses)
Amounts reclassified from AOCI: (gains) losses
Total, net of tax
Net current period other comprehensive income (loss)
31
Ending balance
(190
(1,482
(236
(29
(1,299
(209
(49
(1,307
(216
(1,290
(234
77
(30
(192
(44
(1,276
(46
(45
The following table presents Virginia Power’s changes in AOCI (net of tax) and reclassifications out of AOCI by component:
Interest and related charges (benefit)
Note 8. Fair Value Measurements
The Companies’ fair value measurements are made in accordance with the policies discussed in Note 2 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023. See Note 9 in this report for additional information about the Companies’ derivatives and hedge accounting activities.
The Companies enter into certain physical and financial forwards, futures and options, which are considered Level 3 as they have one or more inputs that are not observable and are significant to the valuation. The discounted cash flow method is used to value Level 3 physical and financial forwards and futures contracts. An option model is used to value Level 3 physical options. The discounted cash flow model for forwards and futures calculates mark-to-market valuations based on forward market prices, original transaction prices, volumes, risk-free rate of return and credit spreads. The inputs into the option models are the forward market prices, implied price volatilities, risk-free rate of return, the option expiration dates, the option strike prices, the original sales prices and volumes. For Level 3 fair value measurements, certain forward market prices and implied price volatilities are considered unobservable.
The following table presents the Companies’ quantitative information about Level 3 fair value measurements at September 30, 2024. The range and weighted average are presented in dollars for market price inputs and percentages for price volatility.
Valuation Techniques
Unobservable Input
Fair Value (millions)
Range
Weighted Average(1)
Assets
Physical and financial forwards:
Natural gas(2)
Discounted cash flow
Market price (per Dth)
(3)
(2)-4
(1)
(2)-3
Market price (per MWh)
(4)-11
Electricity
186
27-118
48
Physical options:
Option model
1-5
Price volatility
(4)
10%-71%
46%
14%-71%
52%
93
Liabilities
(6)-7
35-118
62
1-3
44%-54%
50%
Sensitivity of the fair value measurements to changes in the significant unobservable inputs is as follows:
Significant Unobservable Inputs
Position
Change to Input
Impact on Fair Value Measurement
Market price
Buy
Increase (decrease)
Gain (loss)
Sell
Loss (gain)
Nonrecurring Fair Value Measurements
See Note 11 for information regarding impairment charges recorded by Dominion Energy associated with corporate office buildings and nonregulated renewable natural gas facilities.
In the second quarter of 2023, Dominion Energy recorded a charge of $15 million ($11 million after-tax) presented within discontinued operations in its Consolidated Statements of Income to adjust certain nonregulated solar assets down to their estimated fair value, using a market approach, of $22 million. The valuation is considered a Level 2 fair value measurement given that it is based on bids received. As discussed in Note 3 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023, these assets were sold in August 2023.
Recurring Fair Value Measurements
The following table presents the Companies’ assets and liabilities that are measured at fair value on a recurring basis for each hierarchy level, including both current and noncurrent portions:
Level 1
Level 2
Level 3
Derivatives:
Commodity
146
Interest rate
702
45
Foreign currency exchange rate
Investments(1):
Equity securities:
U.S.
5,473
2,818
Fixed income:
Corporate debt instruments
351
Government securities
1,605
912
Cash equivalents and other
5,614
3,063
8,959
2,914
1,371
4,378
181
112
225
117
800
4,527
2,362
274
1,238
1,457
129
687
816
4,777
2,863
7,865
2,511
3,770
139
299
137
232
359
558
697
179
316
The following table presents the net change in the Companies’ assets and liabilities measured at fair value on a recurring basis and included in the Level 3 fair value category:
360
422
105
(116
221
Total realized and unrealized gains (losses):
Included in earnings:
(10
Electric fuel and other energy- related purchases
(103
(134
(107
(136
(195
Included in regulatory assets/ liabilities
(77
(174
230
(463
(176
(400
Settlements
(40
103
54
174
Purchases
(179
Dominion Energy had $12 million and $7 million of unrealized gains included in earnings in the Level 3 fair value category related to assets/liabilities still held at the reporting date for the three and nine months ended September 30, 2024, respectively, and $(10) million and $(8) million of unrealized losses included in earnings in the Level 3 fair value category related to assets/liabilities still held at the reporting date for the three and nine months ended September 30, 2023. Virginia Power had no unrealized gains or losses for the three and nine months ended September 30, 2024 and 2023.
Fair Value of Financial Instruments
Substantially all of the Companies’ financial instruments are recorded at fair value, with the exception of the instruments described below, which are reported at historical cost. Estimated fair values have been determined using available market information and valuation methodologies considered appropriate by management. The carrying amount of cash, restricted cash and equivalents, customer and other receivables, affiliated receivables, short-term debt, affiliated current borrowings, payables to affiliates and accounts payable are representative of fair value because of the short-term nature of these instruments. For the Companies’ financial instruments that are not recorded at fair value, the carrying amounts and estimated fair values are as follows:
CarryingAmount
EstimatedFair Value(1)
Long-term debt(2)
34,555
33,818
19,221
18,571
Securitization bonds(3)
1,315
Junior subordinated notes(2)
2,666
2,853
42,526
40,539
17,392
16,418
1,388
1,374
Note 9. Derivatives and Hedge Accounting Activities
The Companies’ accounting policies, objectives and strategies for using derivative instruments and cash collateral or other instruments under master netting or similar arrangements are discussed in Notes 2 and 7 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023. See Note 8 in this report for additional information about fair value measurements and associated valuation methods for derivatives. See Note 18 for additional information regarding credit-related contingent features for the Companies’ derivative instruments.
Balance Sheet Presentation
The tables below present the Companies’ derivative asset and liability balances by type of financial instrument, if the gross amounts recognized in their Consolidated Balance Sheets were netted with derivative instruments and cash collateral received or paid:
Dominion Energy Gross Amounts Not Offset in the Consolidated Balance Sheet
Virginia Power Gross Amounts Not Offset in the Consolidated Balance Sheet
Gross AssetsPresented in theConsolidatedBalance Sheet(1)
FinancialInstruments
CashCollateralReceived
NetAmounts
Commodity contracts:
Over-the-counter
185
Exchange
Interest rate contracts:
685
Foreign currency exchange rate contracts:
Total derivatives, subject to a master netting or similar arrangement
999
163
289
263
118
70
191
609
170
1,207
250
942
297
270
36
Gross Liabilities Presented in the Consolidated Balance Sheet(1)
Financial Instruments
Cash Collateral Paid
Net Amounts
59
78
75
266
210
173
417
240
Volumes
The following table presents the volume of the Companies’ derivative activity at September 30, 2024. These volumes are based on open derivative positions and represent the combined absolute value of their long and short positions, except in the case of offsetting transactions, for which they represent the absolute value of the net volume of its long and short positions.
Current
Noncurrent
Natural Gas (bcf):
Fixed price(1)
Basis(2)
167
328
Electricity (MWh in millions):
Fixed price
Interest rate(3) (in millions)
2,662
7,612
1,050
Foreign currency exchange rate(3) (in millions)
Danish Krone
1,829 kr.
1,512 kr.
Euro
€592
€921
The following table presents selected information related to gains (losses) on cash flow hedges included in AOCI in the Companies’ Consolidated Balance Sheets at September 30, 2024:
AOCI After-Tax
Amounts Expected to be Reclassified to Earnings During the Next 12 Months After-Tax
Maximum Term
375 months
The amounts that will be reclassified from AOCI to earnings will generally be offset by the recognition of the hedged transactions (e.g., interest rate payments) 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 interest rates.
Fair Value and Gains and Losses on Derivative Instruments
The following table presents the fair values of the Companies’ derivatives and where they are presented in their Consolidated Balance Sheets:
Fair Value – Derivatives under Hedge Accounting
Fair Value – Derivatives not under Hedge Accounting
Total Fair Value
At September 30, 2024
305
Total current derivative assets
Noncurrent Assets
352
397
Total noncurrent derivative assets(1)
570
615
64
Total derivative assets
1,115
1,160
154
199
LIABILITIES
Total current derivative liabilities
Noncurrent Liabilities
Total noncurrent derivative liabilities(2)
Total derivative liabilities
298
441
Total current derivative assets(3)
610
753
238
559
1,169
1,350
76
Total current derivative liabilities(4)
331
376
The following tables present the gains and losses on the Companies’ derivatives, as well as where the associated activity is presented in their Consolidated Balance Sheets and Statements of Income.
Derivatives in cash flow hedging relationships
Amount of Gain (Loss) Recognized in AOCI on Derivatives(1)
Amount of Gain (Loss) Reclassified from AOCI to Income
Increase (Decrease) in Derivatives Subject to Regulatory Treatment(2)
Derivative type and location of gains (losses):
Interest rate(3)
(110
(109
(33
(32
236
Amount of Gain (Loss) Recognized in Income on Derivatives(1)(2)
Derivatives not designated as hedging instruments
Commodity:
123
428
(149
(188
(267
(151
(270
Operations and maintenance
(28
94
Interest rate:
501
(145
(81
(243
Note 10. Investments
Equity and Debt Securities
Rabbi Trust Securities
Equity and fixed income securities and cash equivalents in Dominion Energy’s rabbi trusts and classified as trading totaled $152 million and $119 million at September 30, 2024 and December 31, 2023, respectively.
Decommissioning Trust Securities
The Companies hold equity and fixed income securities and cash equivalents, and Dominion Energy also holds insurance contracts, in nuclear decommissioning trust funds to fund future decommissioning costs for its nuclear plants. The Companies’ decommissioning trust funds are summarized below:
AmortizedCost
Total Unrealized Gains
Total UnrealizedLosses
Allowance for Credit Losses
FairValue
Equity securities:(1)
1,267
4,181
5,446
728
2,168
2,894
Fixed income securities:(2)
357
1,549
1,576
Common/ collective trust funds
131
Insurance contracts
252
Cash equivalents and other(3)
3,811
4,240
2,088
2,201
1,276
3,270
4,536
759
1,706
2,455
508
491
292
1,426
(24
1,430
811
161
124
3,699
3,308
(61
2,033
1,726
(43
The portion of unrealized gains and losses that relates to equity securities held within Dominion Energy and Virginia Power’s nuclear decommissioning trusts is summarized below:
Net gains (losses) recognized during the period
(150
919
370
145
473
189
Less: Net (gains) losses recognized during the period on securities sold during the period
Unrealized gains (losses) recognized during the period on securities still held at period end(1)
920
374
471
The fair value of Dominion Energy and Virginia Power’s fixed income securities with readily determinable fair values held in nuclear decommissioning trust funds at September 30, 2024 by contractual maturity is as follows:
Due in one year or less
Due after one year through five years
572
Due after five years through ten years
273
Due after ten years
769
2,276
1,359
Presented below is selected information regarding Dominion Energy and Virginia Power’s equity and fixed income securities with readily determinable fair values held in nuclear decommissioning trust funds.
Proceeds from sales
651
869
535
Realized gains(1)
Realized losses(1)
Equity Method Investments
Dominion Energy recorded equity earnings on its investments of less than $1 million and $7 million for the nine months ended September 30, 2024 and 2023, respectively, in other income (expense) in its Consolidated Statements of Income. In addition, Dominion Energy recorded equity earnings (losses) of $(11) million and $235 million for the nine months ended September 30, 2024 and 2023, respectively, in discontinued operations, including amounts related to its investments in Cove Point and Atlantic Coast Pipeline discussed below. Dominion Energy received distributions of $138 million and $241 million for the nine months ended September 30, 2024 and 2023, respectively. Dominion Energy made contributions of $6 million and $79 million for the nine months ended September 30, 2024 and 2023, respectively. At September 30, 2024 and December 31, 2023, the net difference between the carrying amount of Dominion Energy’s investments and its share of underlying equity in net assets was $7 million and $18 million, respectively. At September 30, 2024, this difference is primarily comprised of $7 million of capitalized interest. At December 31, 2023, these differences are primarily comprised of $9 million of equity method goodwill that is not being amortized and $3 million attributable to capitalized interest.
See Note 9 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of the sale of Dominion Energy’s remaining interest in Cove Point to BHE, which closed in September 2023.
Dominion Energy recorded distributions from Cove Point of $49 million and $227 million for the three and nine months ended September 30, 2023, respectively.
Amounts presented within discontinued operations within Dominion Energy’s Consolidated Statements of Income related to Cove Point for the three and nine months ended September 30, 2023 were $52 million and $218 million of earnings on equity method investees, $69 million and $120 million of interest expense and $7 million and $31 million of income tax expense, respectively.
A description of Dominion Energy’s investment in Atlantic Coast Pipeline, including events that led to the cancellation of the Atlantic Coast Pipeline Project in July 2020, is included in Note 9 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023.
Dominion Energy recorded equity losses related to Atlantic Coast Pipeline of less than $1 million and $1 million for the three months ended September 30, 2024 and 2023, respectively, in discontinued operations. Dominion Energy recorded equity losses related to Atlantic Coast Pipeline of $12 million and equity earnings of $16 million for the nine months ended September 30, 2024 and 2023, respectively, in discontinued operations.
At September 30, 2024 and December 31, 2023, Dominion Energy has recorded a liability of $10 million and $4 million, respectively, in other current liabilities in its Consolidated Balance Sheets as a result of its share of equity losses exceeding its investment which reflects Dominion Energy’s obligations on behalf of Atlantic Coast Pipeline related to its AROs.
Dominion Energy recorded $70 million of contributions to Atlantic Coast Pipeline during the nine months ended September 30, 2023.
Dominion Energy expects it could incur additional losses from Atlantic Coast Pipeline as it completes wind-down activities. While Dominion Energy is unable to precisely estimate the amounts to be incurred by Atlantic Coast Pipeline, the portion of such amounts attributable to Dominion Energy is not expected to be material to Dominion Energy’s results of operations, financial position or statement of cash flows.
In February 2024, Dominion Energy received a distribution of $126 million from Dominion Privatization, which was accounted for as a return of an investment.
Note 11. Property, Plant and Equipment
Sale of Noncontrolling Interest in CVOW Commercial Project
In February 2024, Virginia Power entered into an agreement to sell a 50% noncontrolling interest in the CVOW Commercial Project to Stonepeak through the formation of OSWP. In October 2024, Virginia Power and Stonepeak closed on the agreement following the receipt of consent by BOEM and satisfaction of other customary closing and regulatory conditions. Consistent with the terms of the agreement, Virginia Power contributed the CVOW Commercial Project and Stonepeak contributed cash to OSWP. The contribution of the CVOW Commercial Project required approvals from the Virginia and North Carolina Commissions, which were received in September 2024. At closing, Virginia Power received $2.6 billion, subject to customary post-closing adjustments, representing 50% of the CVOW Commercial Project construction costs incurred through closing, less an initial withholding of $145 million. If the total project costs of the CVOW Commercial Project are $9.8 billion, excluding financing costs, or less Virginia Power shall receive $100 million of the initial withholding. Such amount is subject to downward adjustment with Virginia Power receiving no withheld amounts if the total costs, excluding financing costs, of the CVOW Commercial Project exceed $11.3 billion.
Virginia Power and Stonepeak will each contribute 50% of the remaining capital necessary to fund construction of the CVOW Commercial Project provided the total project cost, excluding financing costs, is less than $11.3 billion. For capital funding necessary, if any, for total project costs, excluding financing costs, of $11.3 billion through $13.7 billion, Stonepeak will have the option to make additional capital contributions. If Stonepeak elects to make additional capital contributions for project costs, excluding financing costs, in excess of $11.3 billion, if any, Virginia Power shall contribute between 67% and 83% of such capital with Stonepeak contributing the remainder. To the extent that Stonepeak elects not to make such contributions, Virginia Power shall receive an increase in its ownership percentage of OSWP for any contributed capital based on a tiered unit price for membership interests in OSWP as set forth in the agreement. Virginia Power and Stonepeak have the right to provide capital contributions for any total project costs, excluding financing costs, in excess of $13.7 billion.
OSWP is considered to be a VIE primarily because its equity capitalization is insufficient to support its operations. Virginia Power is considered to be the primary beneficiary and expects to consolidate OSWP with Stonepeak’s interests reflected as noncontrolling interests beginning in the fourth quarter of 2024 as Virginia Power has the power to direct the most significant activities of OSWP, including construction and operation of the CVOW Commercial Project. In the event that OSWP ceases to be a VIE, Virginia Power expects to continue to consolidate OSWP as its ownership interest is expected to be considered a controlling financial interest over the entity through its rights to control operations.
Acquisitions of Nonregulated Solar Projects
Other than the item discussed below, there have been no significant updates to acquisitions of solar projects by the Companies from those discussed in Note 10 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023.
In March 2023, Dominion Energy entered into an agreement to acquire the Foxhound solar development project in Virginia (reflected in Contracted Energy) which closed in February 2024, and commenced commercial operations in April 2024. Dominion Energy will claim production tax credits on the energy generated and sold by the project.
Acquisition of Offshore Wind Project
In July 2024, Virginia Power entered into an agreement to acquire an approximately 40,000-acre area lease 27 miles off the coast of North Carolina in federal waters and associated project assets in the early stages of development for approximately $160 million. The transaction closed in October 2024 following the receipt of approval from BOEM and other customary regulatory approvals. The CVOW South project, if constructed, is expected to have a generating capacity of 800 MW with ultimate development of the project dependent upon the receipt of approvals from the Virginia Commission and other permitting entities. The project would support Virginia Power’s ability to meet the renewable energy portfolio standards established in the VCEA.
Sales of Corporate Office Buildings
In the second quarter of 2024, Dominion Energy recorded a charge of $17 million ($12 million after-tax) in impairment of assets and other charges in its Consolidated Statements of Income to adjust a corporate office building down to its estimated fair value, using a market approach, of $23 million. The valuation is considered a Level 3 fair value measurement as it is based on unobservable inputs due to limited comparable market activity. In the third quarter of 2024, Dominion Energy entered into a new agreement to sell the corporate office building for approximately $23 million, which is expected to close by the end of 2024. The corporate office building continues to be reflected in the Corporate and Other segment and presented as held for sale in Dominion Energy’s Consolidated Balance Sheets at both September 30, 2024 and December 31, 2023.
In the first quarter of 2023, Dominion Energy recorded a charge of $91 million ($68 million after-tax) in impairment of assets and other charges in its Consolidated Statements of Income to adjust a corporate office building down to its estimated fair value, using a market approach, of $35 million. The valuation is considered a Level 3 fair value measurement as it is based on unobservable inputs due to limited comparable market activity. The corporate office building is reflected in the Corporate and Other segment and presented as held for sale in Dominion Energy’s Consolidated Balance Sheets at December 31, 2023. Dominion Energy completed the sale in July 2024.
Nonregulated Renewable Natural Gas Facilities
Dominion Energy recorded impairment charges of $33 million ($25 million after-tax) and $27 million ($21 million after-tax) in the second and third quarters of 2024, respectively, in impairment of assets and other charges in the Consolidated Statements of Income to write down the long-lived assets of certain nonregulated renewable natural gas facilities under development to their estimated fair values which were each less than $1 million. The fair values were estimated using an income approach. The valuations are considered Level 3 fair value measurements due to the use of significant judgmental and unobservable inputs, including projected timing and amount of future cash flows and discount rates reflecting risks inherent in future cash flows and market prices.
Note 12. Regulatory Assets and Liabilities
Regulatory assets and liabilities include the following:
Regulatory assets:
Deferred cost of fuel used in electric generation(1)
245
Securitized cost of fuel used in electric generation(2)
119
Deferred rider costs for Virginia electric utility(3)
Ash pond and landfill closure costs(4)
Deferred nuclear refueling outage costs(5)
63
NND Project costs(6)
138
Derivatives(7)
201
231
Regulatory assets-current
Unrecognized pension and other postretirement benefit costs(8)
486
1,036
680
496
Interest rate hedges(9)
AROs and related funding(10)
392
1,845
1,949
CCR remediation, ash pond and landfill closure costs(4)
2,965
2,410
2,407
1,221
1,081
66
590
114
Regulatory assets-noncurrent
Total regulatory assets
9,382
9,665
5,312
5,185
Regulatory liabilities:
166
Provision for future cost of removal and AROs(11)
Reserve for refunds and rate credits to electric utility customers(12)
Income taxes refundable through future rates(13)
Monetization of guarantee settlement(14)
140
Regulatory liabilities-current
2,980
3,076
2,170
2,237
1,842
1,818
1,185
Nuclear decommissioning trust(15)
2,537
585
233
237
Overrecovered other postretirement benefit costs(16)
155
151
286
Regulatory liabilities-noncurrent
Total regulatory liabilities
9,709
9,196
6,911
6,299
At September 30, 2024, Dominion Energy and Virginia Power regulatory assets include $6.1 billion and $4.5 billion, respectively, on which they do not expect to earn a return during the applicable recovery period. With the exception of certain items discussed above, the majority of these expenditures are expected to be recovered within the next two years.
Note 13. Regulatory Matters
Regulatory Matters Involving Potential Loss Contingencies
As a result of issues generated in the ordinary course of business, the Companies are involved in various regulatory matters. Certain regulatory matters may ultimately result in a loss; however, as such matters are in an initial procedural phase, involve uncertainty as to the outcome of pending reviews or orders, and/or involve significant factual issues that need to be resolved, it is not possible for the Companies to estimate a range of possible loss. For regulatory matters that the Companies cannot estimate, a statement to this effect is made in the description of the matter. Other matters may have progressed sufficiently through the regulatory process such that the Companies are able to estimate a range of possible loss. For regulatory matters that the Companies are able to reasonably estimate a range of possible losses, an estimated range of possible loss is provided, in excess of the accrued liability (if any) for such matters. Any estimated range is based on currently available information, involves elements of judgment and significant uncertainties and may not represent the Companies’ maximum possible loss exposure. The circumstances of such regulatory matters will change from time to time and actual results may vary significantly from the current estimate. For current matters not specifically reported below, management does not anticipate that the outcome from such matters would have a material effect on the Companies’ financial position, liquidity or results of operations.
Other Regulatory Matters
Other than the following matters, there have been no significant developments regarding the pending regulatory matters disclosed in Note 13 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023.
Virginia Regulation - Recent Developments
In July 2023, Virginia Power filed its base rate case and accompanying schedules in support of the 2023 Biennial Review in accordance with legislation enacted in Virginia in April 2023. Virginia Power’s earnings test analysis, as filed, demonstrated it earned a combined ROE of 9.04% on its generation and distribution services for the test period, within 70 basis points of its authorized ROE of 9.35% established in the 2021 Triennial Review. Virginia Power did not request an increase in base rates for generation and distribution services and proposed that base rates remain at their existing level utilizing an ROE of 9.70% for the prospective test periods and a common equity capitalization to total capitalization ratio of 52.10%. Virginia Power noted that while its prospective test periods would result in a revenue deficiency, it did not request an increase to base rates given that the combination of certain riders with an aggregate annual revenue requirement of at least $350 million into base rates effective July 2023 cannot serve as the basis for an increase in base rates as part of the 2023 Biennial Review.
In November 2023, Virginia Power, the Virginia Commission staff and other parties filed a comprehensive settlement agreement with the Virginia Commission for approval. The comprehensive settlement agreement indicates that Virginia Power demonstrated it earned a combined ROE of 9.05% on its generation and distribution services for the test period, requires previously unrecovered severe weather event costs of $45 million to be recovered through base rates during the 2023-2024 biennial period, with carrying costs, and provides for $15 million in one-time credits to customers by September 2024.
In February 2024, the Virginia Commission approved the comprehensive settlement agreement and issued its order in this matter. In doing so, the Virginia Commission determined that Virginia Power’s earnings for the test period, considered as a whole, were within 70 basis points above or below its authorized ROE of 9.35%. The Virginia Commission also authorized an ROE of 9.70%, as directed by legislation enacted in Virginia in April 2023, for Virginia Power that will be applied to Virginia Power’s riders prospectively and that will also be utilized to measure base rate earnings for the 2025 Biennial Review. In connection with the order, Virginia Power recorded a net benefit of $17 million ($12 million after-tax) in the first quarter of 2024 within impairment of assets and other charges in its Consolidated Statements of Income for a regulatory asset for previously unrecovered severe weather event costs, which will be amortized by the end of 2024.
Virginia Fuel Expenses
In May 2023, Virginia Power filed its annual fuel factor filing with the Virginia Commission to recover an estimated $2.3 billion in Virginia jurisdictional projected fuel expense for the rate year beginning July 1, 2023 and a projected $1.3 billion under-recovered balance as of June 30, 2023. As discussed in Note 13 to the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023, Virginia Power proposed two alternatives to recover these under-collected fuel costs, including an option based on an anticipated securitization of up to $1.3 billion under-recovered balance as of June 30, 2023 as permitted under legislation enacted in Virginia in April 2023, with such securitization approved by the Virginia Commission in November 2023 and completed by Virginia Power in February 2024. In March 2024, the Virginia Commission approved Virginia Power’s annual fuel factor based on the securitization option, which results in a net decrease in Virginia Power’s fuel revenues for the rate year of approximately $541 million. In addition, the Virginia Commission approved Virginia Power’s proposal to alter the order in which revenue from certain customers who elect to pay market-based rates would be allocated between base rates and fuel, which results in a reduction to fuel revenue of $13 million.
In May 2024, Virginia Power filed its annual fuel factor with the Virginia Commission to recover an estimated $2.2 billion in Virginia jurisdictional projected fuel expenses for the rate year beginning July 1, 2024 and to return an estimated $266 million net over-recovered balance through June 30, 2024. Virginia Power’s proposed fuel rate represents a fuel revenue decrease of $636 million when applied to projected kilowatt-hour sales for the rate year beginning July 1, 2024. In May 2024, the Virginia Commission ordered
that Virginia Power’s proposed total fuel factor rate be placed into effect on an interim basis for usage on and after July 1, 2024. This matter is pending.
PJM Capacity Expense Deferral
In October 2024, Virginia Power filed a request with the Virginia Commission for approval to defer up to $145 million of capacity expenses expected to be incurred with PJM for 2025 for jurisdictional customers and have such expenses considered as part of the 2027 Biennial Review. This matter is pending.
Renewable Generation Projects
In October 2023, Virginia Power filed a petition with the Virginia Commission for CPCNs to construct or acquire and operate four utility-scale projects totaling approximately 329 MW of solar generation as part of its efforts to meet the renewable generation development targets under the VCEA. The projects, as of October 2023, are expected to cost approximately $850 million in the aggregate, excluding financing costs, and be placed into service between 2024 and 2026. In March 2024, the Virginia Commission approved the petition.
In October 2024, Virginia Power filed a petition with the Virginia Commission for CPCNs to construct or acquire and operate two utility-scale projects totaling approximately 208 MW of solar generation as part of its efforts to meet the renewable generation development targets under the VCEA. The projects, as of October 2024, are expected to cost approximately $605 million in the aggregate, excluding financing costs, and be placed into service between 2026 and 2028. This matter is pending.
In June 2024, Virginia Power filed a petition with the Virginia Commission to amend the CPCNs for Brunswick County and Greensville County to construct and operate an LNG production, storage and regasification facility and related transmission facilities adjacent to Greensville County. When complete, the facility will store the liquefied equivalent of approximately 2.0 bcf and would be able to regasify approximately 25% of its storage capacity per day and liquefy from the pipeline less than 1% of its equivalent storage capacity per day. The facility will serve as a backup fuel source for Brunswick County and Greensville County to support operations and improve system reliability. The facility is expected to cost approximately $550 million, excluding financing costs, and be placed into service by the end of 2027. This matter is pending.
Riders
Other than the following matters, there have been no significant developments regarding the significant riders associated with various Virginia Power projects disclosed in Note 13 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023.
Rider Name
Application Date
Approval Date
Rate Year Beginning
Total RevenueRequirement(millions)(1)
Increase (Decrease)from Previous(millions)
March 2024
Pending
December 2024
(91
Rider CE(2)
October 2023
May 2024
Rider CE(3)
October 2024
May 2025
49
Rider DIST(4)
August 2024
June 2025
N/A
January 2024
September 2024
November 2024
Rider GEN(5)
June 2024
April 2025
438
April 2026
(127
August 2023
November 2023
July 2024
Rider OSW(6)
September 2025
640
December 2023(11)
358
262
Rider SNA(7)
Rider T1(8)
1,170
291
Rider U(9)
DSM Riders(10)
December 2023
In June 2024, the Virginia Commission approved Virginia Power’s request, filed in May 2024, to cease Rider RGGI effective July 2024.
Electric Transmission Projects
Other than the following matters, there have been no significant developments regarding the significant Virginia Power electric transmission projects disclosed in Note 13 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023.
Description and Location of Project
Type of Line
Miles of Lines
Cost Estimate (millions)(1)
Construct new Germanna substation, transmission line and related projects in Culpeper County, Virginia
230 kV
Construct Daves Store transmission line extension in Prince William County, Virginia
February 2024
Construct new Aspen and Golden substations, transmission lines and related projects in Loudoun County, Virginia
500-230 kV
Partial rebuild Fredericksburg-Aquia Harbour transmission lines and related projects in Stafford County and the City of Fredericksburg, Virginia
230-115 kV
Construct new Apollo-Twin Creeks transmission lines, new substations and related projects in Loudoun County, Virginia
Rebuild Dooms-Harrisonburg transmission lines and related projects in the Counties of Augusta and Rockingham and the Town of Grottoes, Virginia
April 2024
Rebuild and construct new Fentress-Yadkin transmission lines and related projects in the City of Chesapeake, Virginia
500 kV
Partial rebuild, reconductor and construct new Network Takeoff transmission lines and related projects in the Counties of Fairfax and Loudoun, Virginia
Rebuild Aquia Harbour-Possum Point transmission lines and related projects in the Counties of Stafford and Prince William and the City of Fredericksburg, Virginia
Partial rebuild, reconductor and construct new New Post transmission lines and related projects in the Counties of Caroline and Spotsylvania, Virginia
120
Construct new Centreport transmission line, substation and related projects in Stafford County, Virginia
Partial rebuild and construct new Meadowville transmission lines, substations and related projects in Chesterfield County, Virginia
190
North Carolina Regulation
Virginia Power Base Rate Case
In March 2024, Virginia Power filed its base rate case and schedules with the North Carolina Commission. Virginia Power proposed a non-fuel, base rate increase of $57 million effective November 1, 2024 on an interim basis subject to refund, with any permanent rates ordered by the North Carolina Commission effective February 1, 2025. The base rate increase was proposed to recover the significant investments in generation, transmission and distribution infrastructure for the benefit of North Carolina customers. Virginia Power presented an earned return of 5.01% based upon a fully-adjusted test period, compared to its authorized 9.75% return, and proposed a 10.60% ROE.
In October 2024, Virginia Power, the North Carolina public staff and other parties of record filed a settlement agreement with the North Carolina Commission for approval. The settlement agreement provides for a non-fuel, base rate increase of $37 million effective November 1, 2024 on an interim basis subject to refund, with any permanent rates ordered by the North Carolina Commission effective February 1, 2025, and an authorized ROE of 9.95%. In addition, the settlement agreement provides that Virginia Power may file with the North Carolina Commission an application for an annual rider to seek recovery of incurred North Carolina jurisdictional CCR expenses, with the first such rider, if approved by the North Carolina Commission, taking effect February 1, 2025 and covering costs for the period July 1, 2024 through December 31, 2024. This matter is pending.
Virginia Power Fuel Filing
In August 2024, Virginia Power submitted its annual filing to the North Carolina Commission to adjust the fuel component of its electric rates. As subsequently updated in October 2024, Virginia Power proposed a total $107 million decrease to the fuel component of its electric rates for the rate year beginning February 1, 2025. In addition, Virginia Power proposed the implementation of a three-month decrement rider effective November 1, 2024 to reduce the over-recovery of the fuel component of its electric rates during the current rate year. These matters are pending.
PSNC Customer Usage Tracker
PSNC utilizes a customer usage tracker, a decoupling mechanism, which allows it to adjust its base rates semi-annually for residential and commercial customers based on average per customer consumption. In March 2024, PSNC submitted a filing with the North Carolina Commission for a $31 million decrease relating to the customer usage tracker. The North Carolina Commission approved the filing in March 2024 with rates effective April 2024.
South Carolina Regulation
Electric Base Rate Case
In March 2024, DESC filed its retail electric base rate case and schedules with the South Carolina Commission. DESC proposed a non-fuel, base rate increase of $295 million, partially offset by a net decrease in storm damage and DSM components of $4 million. If approved, the overall proposed rate increase of $291 million, or 12.59%, would be effective on and after the first billing cycle of September 2024. The base rate increase was proposed to recover the significant investment in assets and operating resources required to serve an expanding customer base, maintain the safety, reliability and efficiency of DESC’s system and meet increasingly stringent reliability, security and environmental requirements for the benefit of South Carolina customers. DESC presented an earned ROE of 4.32% based upon a fully-adjusted test period. The proposed rates would provide for an earned ROE of 10.60% compared to the currently authorized ROE of 9.50%.
In July 2024, DESC, the South Carolina Office of Regulatory Staff and other parties of record filed a comprehensive settlement agreement with the South Carolina Commission for approval. The comprehensive settlement agreement provides for a non-fuel, base rate increase of $219 million prior to the effect of South Carolina Commission-ordered DSM reductions commencing with service rendered on September 1, 2024 and an authorized ROE of 9.94%. In addition, the comprehensive settlement agreement includes that DESC would provide a one-time bill credit in 2024 of approximately $7 million primarily to residential customers. In August 2024, the South Carolina Commission voted to approve the settlement agreement.
In connection with this matter, in the third quarter of 2024 Dominion Energy recorded a charge of $58 million ($44 million after tax) (reflected within the Corporate and Other segment), including $50 million to write down certain materials and supplies inventory presented within impairment of assets and other charges.
Cost of Fuel
DESC’s retail electric rates include a cost of fuel component approved by the South Carolina Commission which may be adjusted periodically to reflect changes in the price of fuel purchased by DESC. In February 2024, DESC filed with the South Carolina Commission a proposal to decrease the total fuel cost component of retail electric rates. DESC’s proposed adjustment is designed to recover DESC’s current base fuel costs, including its existing under-collected balance, over the 12-month period beginning with the first billing cycle of May 2024. In addition, DESC proposed an increase to its variable environmental and avoided capacity cost component. The net effect is a proposed annual decrease of $315 million. In March 2024, DESC, the South Carolina Office of Regulatory Staff and another party of record filed a settlement agreement with the South Carolina Commission for approval to make certain adjustments to the February 2024 filing that would result in a net annual decrease of $316 million. In April 2024, the South Carolina Commission voted to approve the settlement agreement, with rates effective May 2024.
DSM Programs
DESC has approval for a DSM rider through which it recovers expenditures related to its DSM programs. In January 2024, DESC filed an application with the South Carolina Commission seeking approval to recover $47 million of costs and net lost revenues associated with these programs, along with an incentive to invest in such programs. DESC requested that rates be effective with the
first billing cycle of May 2024. In April 2024, the South Carolina Commission approved the request, effective with the first billing cycle of May 2024.
Electric - Transmission Project
In March 2024, DESC filed an application with the South Carolina Commission requesting approval of a CPCN to construct and operate the Church Creek - Charleston Transmission Line, comprised of a 7-mile 230 kV transmission line and associated facilities in Charleston County, South Carolina with an estimated total project cost of $40 million. In July 2024, the South Carolina Commission approved the application.
Note 14. Leases
Other than the items discussed below, there have been no significant changes regarding the Companies’ leases as described in Note 15 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023.
Dominion Energy’s Consolidated Statements of Income include $6 million and $15 million for the three and nine months ended September 30, 2024, respectively, and $7 million and $18 million for the three and nine months ended September 30, 2023, respectively, of rental revenue included in operating revenue. Dominion Energy’s Consolidated Statements of Income include $3 million and $6 million for the three and nine months ended September 30, 2024, respectively, and less than $1 million and $4 million for the three and nine months ended September 30, 2023, respectively, of depreciation expense included in depreciation and amortization related to facilities subject to power purchase agreements under which Dominion Energy is the lessor.
In April 2024, Dominion Energy agreed to pay $47 million in connection with a settlement of an agreement related to the offshore wind installation vessel under development and recorded a charge of $47 million ($35 million after-tax) in the first quarter of 2024 within impairments and other charges in its Consolidated Statements of Income.
Offshore Wind Vessel Leasing Arrangement
In December 2020, Dominion Energy signed an agreement (most recently amended in August 2024) with a lessor to complete construction of and lease a Jones Act compliant offshore wind installation vessel. This vessel is designed to handle current turbine technologies as well as next generation turbines. The lessor is providing equity and has obtained financing commitments from debt investors, totaling $715 million, to fund the estimated project costs. The project is expected to be completed in early 2025. Dominion Energy has been appointed to act as the construction agent for the lessor, during which time Dominion Energy will request cash draws from the lessor and debt investors to fund all project costs, which totaled $544 million as of September 30, 2024. If the project is terminated under certain events of default, Dominion Energy could be required to pay up to 100% of the then funded amount.
The initial lease term will commence once construction is substantially complete and the vessel is delivered and will mature after five years. At the end of the initial lease term, Dominion Energy can (i) extend the term of the lease for an additional term, subject to the approval of the participants, at current market terms, (ii) purchase the property for an amount equal to the outstanding project costs or, (iii) subject to certain terms and conditions, sell the property on behalf of the lessor to a third party using commercially reasonable efforts to obtain the highest cash purchase price for the property. If the project is sold and the proceeds from the sale are insufficient to repay the investors for the outstanding project costs, Dominion Energy may be required to make a payment to the lessor for the difference between the outstanding project costs and sale proceeds. Dominion Energy is not considered the owner during construction for financial accounting purposes and, therefore, will not reflect the construction activity in its consolidated financial statements. Dominion Energy expects to recognize a right-of-use asset and a corresponding finance lease liability at the commencement of the lease term. Dominion Energy will be considered the owner of the leased property for tax purposes, and as a result, will be entitled to tax deductions for depreciation and interest expense.
Note 15. Variable Interest Entities
There have been no significant changes regarding the entities the Companies consider VIEs as described in Note 16 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023.
Virginia Power purchased shared services from DES, an affiliated VIE, of $125 million and $113 million for the three months ended September 30, 2024 and 2023, respectively, and $368 million and $339 million for the nine months ended September 30, 2024 and 2023, respectively. Virginia Power’s Consolidated Balance Sheets include amounts due to DES of $33 million and $32 million at September 30, 2024 and December 31, 2023, respectively, recorded in payables to affiliates.
As described in Note 18 of the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023, Virginia Power formed VPFS in October 2023, a wholly-owned special purpose subsidiary which is considered to be a VIE, for the sole purpose of securitizing certain of Virginia Power’s under-recovered deferred fuel balance through the issuance of senior secured deferred fuel cost bonds. The Companies’ Consolidated Balance Sheets at September 30, 2024 included balances for VPFS in regulatory
assets-current ($119 million), other current assets ($100 million), regulatory assets-noncurrent ($1.1 billion), securities due within one year ($146 million), accrued interest, payroll and taxes ($40 million) and securitization bonds ($1.1 billion).
See Note 11 for discussion of OSWP, which is considered to be a VIE.
Note 16. Significant Financing Transactions
Credit Facilities and Short-term Debt
The Companies use short-term debt to fund working capital requirements and as a bridge to long-term debt financings. The levels of borrowing may vary significantly during the course of the year, depending upon the timing and amount of cash requirements not satisfied by cash from operations. In addition, Dominion Energy utilizes cash and letters of credit to fund collateral requirements. Collateral requirements are impacted by commodity prices, hedging levels, Dominion Energy’s credit ratings and the credit quality of its counterparties. Other than the items discussed below, there have been no significant changes regarding the Companies’ credit facilities and short-term debt as described in Note 17 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023.
Dominion Energy’s short-term financing is supported by its $6.0 billion joint revolving credit facility that provides for a discount in the pricing of certain annual fees and amounts borrowed by Dominion Energy under the facility if Dominion Energy achieves certain annual renewable electric generation and diversity and inclusion objectives.
At September 30, 2024, Dominion Energy’s commercial paper and letters of credit outstanding, as well as its capacity available under the credit facility, were as follows:
FacilityLimit
OutstandingCommercial Paper
OutstandingLetters of Credit
FacilityCapacity Available
Joint revolving credit facility(1)(2)
6,000
3,622
2,357
DESC’s short-term financing is supported through its access as co-borrower to the joint revolving credit facility discussed above with the Companies. At September 30, 2024, the sub-limit for DESC was $500 million.
In addition to the credit facility mentioned above and Virginia Power’s letter of credit facilities mentioned below, Dominion Energy also had a credit facility which allowed Dominion Energy to issue up to approximately $30 million in letters of credit, which matured in June 2024. At December 31, 2023, Dominion Energy had $25 million in letters of credit outstanding under this facility.
In March 2023, Dominion Energy entered into an agreement with a financial institution which it expects to allow it to issue up to $100 million in letters of credit. At September 30, 2024 and December 31, 2023, $48 million and $54 million, respectively, in letters of credit were issued and outstanding under this agreement.
In June 2024, the Companies entered into an agreement with a financial institution which the Companies expect to allow the Companies to issue up to a combined $125 million in letters of credit. At September 30, 2024, Dominion Energy had no letters of credit issued and outstanding under this agreement.
Dominion Energy has an effective shelf registration statement with the SEC for the sale of up to $3.0 billion of variable denomination floating rate demand notes, called Dominion Energy Reliability InvestmentSM as disclosed in Note 17 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023. At September 30, 2024 and December 31, 2023, Dominion Energy’s Consolidated Balance Sheets include $482 million and $409 million, respectively, with respect to such notes presented within short-term debt. The proceeds are used for general corporate purposes and to repay debt.
In March 2024, Dominion Energy repaid the full $2.5 billion outstanding under its $2.5 billion 364-day term loan facility entered into in January 2023 as amended in January 2024, using after-tax proceeds received in connection with the East Ohio Transaction. The debt was scheduled to mature in July 2024. At December 31, 2023, Dominion Energy’s Consolidated Balance Sheet included $2.5 billion with respect to such facility presented within securities due within one year.
In March 2024, Dominion Energy repaid $1.8 billion of its $2.25 billion 364-day term loan facility entered into in October 2023, using after-tax proceeds received in connection with the East Ohio Transaction. Subsequently in March 2024, Dominion Energy requested and received a $500 million increase to the amount of the facility and concurrently borrowed $500 million with the proceeds used for general corporate purposes. In May 2024, Dominion Energy repaid the full $976 million outstanding under the facility, using after-tax proceeds received in connection with the Questar Gas Transaction. The debt was scheduled to mature in October 2024. At December 31, 2023, Dominion Energy’s Consolidated Balance Sheet included $2.25 billion with respect to such facility presented within securities due within one year.
Virginia Power’s short-term financing is supported through its access as co-borrower to Dominion Energy’s $6.0 billion joint revolving credit facility. The credit facility can be used for working capital, as support for the combined commercial paper programs of the borrowers under the credit facility and for other general corporate purposes.
At September 30, 2024, Virginia Power’s share of commercial paper and letters of credit outstanding under the joint revolving credit facility with Dominion Energy and DESC was as follows:
FacilityLimit(1)
In January 2023, Virginia Power entered into a letter of credit facility which allowed Virginia Power to issue up to $125 million in letters of credit and was scheduled to mature in January 2026. At December 31, 2023, less than $1 million in letters of credit were issued and outstanding under this facility with no amounts drawn under the letters of credit. As of March 31, 2024, the credit facility had been terminated.
In March 2023, Virginia Power entered into an agreement with a financial institution, which it expects to allow it to issue up to $300 million in letters of credit. At September 30, 2024 and December 31, 2023, $123 million and $124 million, respectively, in letters of credit were issued and outstanding under this agreement.
As noted above, in June 2024, the Companies entered into an agreement with a financial institution which the Companies expect to allow the Companies to issue up to a combined $125 million in letters of credit. At September 30, 2024, Virginia Power had $21 million in letters of credit issued and outstanding under this agreement.
Long-term Debt
Unless otherwise noted, the proceeds of long-term debt issuances were used for general corporate purposes and/or to repay short-term debt.
In May 2024, Dominion Energy used a portion of the proceeds from the issuance of the 2024 EJSNs discussed below, to repay the outstanding balance of $450 million under the Sustainability Revolving Credit Facility, which is described in Note 18 to the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023. In June 2024, the facility was amended to extend the maturity date to June 2025. At December 31, 2023, Dominion Energy’s Consolidated Balance Sheet included $450 million with respect to this facility.
In May 2024, Dominion Energy issued $2.0 billion of enhanced junior subordinated notes, consisting of $1.0 billion of 2024 Series A EJSNs and $1.0 billion of 2024 Series B EJSNs that mature in 2055 and 2054, respectively. The 2024 Series A EJSNs will bear interest at 6.875% until February 1, 2030. The interest rate will reset every five years beginning on February 1, 2030, to equal the then-current five-year U.S. Treasury rate plus a spread of 2.386%, provided that the interest rate will not reset below 6.875%. The 2024 Series B EJSNs will bear interest at 7.0% until June 1, 2034. The interest rate will reset every five years beginning on June 1, 2034, to equal the then-current five-year U.S. Treasury rate plus a spread of 2.511%, provided that the interest rate will not reset below 7.0%. Dominion Energy may defer interest payments on the 2024 EJSNs on one or more occasions for up to 10 consecutive
years. If interest payments on the 2024 EJSNs are deferred, Dominion Energy may not, subject to certain limited exceptions, declare or pay any dividends or other distributions on, or redeem, repurchase or otherwise acquire any of its capital stock during the deferral period. Also, during the deferral period, Dominion Energy may not make any payments on or redeem or repurchase any debt securities or make any payments under any guarantee of debt that, in each case, is equal or junior in right of payment to the 2024 EJSNs. Dominion Energy used the proceeds from this issuance for general corporate purposes including the repayment of short-term debt, the repayment of amounts outstanding under the Sustainability Revolving Credit Facility as discussed above and the repurchase of Series B Preferred Stock as discussed below.
In May 2024, Virginia Power remarketed three series of tax-exempt bonds, with an aggregate outstanding principal of $243 million to new investors. All three bonds will bear interest at a coupon of 3.80% until May 2027, after which they will bear interest at a market rate to be determined at that time.
In August 2024, Virginia Power issued $600 million of 5.05% senior notes and $600 million of 5.55% senior notes that mature in 2034 and 2054, respectively. Proceeds were used for general corporate purposes and to repay amounts outstanding under the intercompany credit facility with Dominion Energy.
In October 2024, Dominion Energy redeemed all $27 million in outstanding principal amount of its 3.80% Peninsula Ports Authority of Virginia Coal Terminal Revenue Refunding Bonds at par plus accrued interest. These bonds, which would have otherwise matured in 2033, are reflected in securities due within one year in Dominion Energy’s Consolidated Balance Sheet at September 30, 2024. Dominion Energy expects to record a charge of less than $1 million in the fourth quarter of 2024 in connection with this early redemption.
In October 2024, Dominion Energy redeemed all $685 million in outstanding principal amount of its October 2014 hybrids at par plus accrued interest including interest accrued at a floating rate effective October 2024. The notes, which would have otherwise matured in 2054, are reflected in securities due within one year in Dominion Energy’s Consolidated Balance Sheet at September 30, 2024. Dominion Energy expects to record a charge of approximately $7 million in the fourth quarter of 2024 in connection with this early redemption.
Dominion Energy recognized a charge of $10 million during the nine months ended September 30, 2024 within interest expense in its Consolidated Statements of Income in connection with the early redemption of Eagle Solar’s secured senior notes in February 2024.
Dominion Energy is authorized to issue up to 20 million shares of preferred stock, which may be designated into separate classes. At December 31, 2023, Dominion Energy had issued and outstanding 1.8 million shares of preferred stock, 0.8 million and 1.0 million of which were designated as the Series B Preferred Stock and the Series C Preferred Stock, respectively. In June 2024, Dominion Energy completed a tender offer repurchasing 0.4 million of the 0.8 million shares of Series B Preferred Stock issued and outstanding representing $440 million in aggregate liquidation preference. At September 30, 2024, Dominion Energy had issued and outstanding 1.4 million shares of preferred stock, 0.4 million and 1.0 million of which were designated as the Series B Preferred Stock and the Series C Preferred Stock, respectively.
Dominion Energy recorded dividends on the Series B Preferred Stock of $4 million ($11.625 per share) and $21 million ($33.172 per share) for the three and nine months ended September 30, 2024, respectively. These amounts exclude a deemed dividend of $9 million representing deferred issuance costs, legal and bank fees and excise tax associated with the shares of Series B Preferred Stock repurchased in June 2024. Dominion Energy recorded dividends on the Series B Preferred Stock of $9 million ($11.625 per share) and $27 million ($34.875 per share) for the three and nine months ended September 30, 2023, respectively. Dominion Energy recorded dividends on the Series C Preferred Stock of $11 million ($10.875 per share) for both the three months ended September 30, 2024 and 2023 and $33 million ($32.625 per share) for both the nine months ended September 30, 2024 and 2023.
There have been no significant changes to Dominion Energy’s Series C Preferred Stock as described in Note 19 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023.
Issuance of Common Stock
Dominion Energy recorded, net of fees and commissions, $91 million from the issuance of 2 million shares of common stock for the nine months ended September 30, 2023 and $102 million from the issuance of 2 million shares of common stock for the nine months ended September 30, 2024, through various programs including Dominion Energy Direct® and employee savings plans as described in Note 20 to the Consolidated Financial Statements to the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023. In August 2023, Dominion Energy began purchasing its common stock on the open market for these direct stock purchase plans and, in March 2024, began issuing new shares of common stock.
At-the-Market Program
In May 2024, Dominion Energy entered into sales agency agreements to effect sales under a new at-the-market program. Under the sales agency agreements, Dominion Energy may, from time to time, offer and sell shares of its common stock through the sales agents or enter into one or more forward sale agreements with respect to shares of its common stock. Sales by Dominion Energy through the sales agents or by forward sellers pursuant to a forward sale agreement cannot exceed $1.8 billion in the aggregate. Through September 30, 2024, Dominion Energy entered forward sale agreements for approximately 11.4 million shares of its common stock expected to be settled in the fourth quarter of 2024 at a weighted average initial forward price of $53.23 per share. Except in certain circumstances, Dominion Energy can elect physical, cash or net settlement of the forward sale agreements.
In September 2024, Dominion Energy entered forward sale agreements for approximately 3.8 million shares of its common stock expected to be settled in the fourth quarter of 2025 at a weighted average initial forward price of $57.62 per share. Except in certain circumstances, Dominion Energy can elect physical, cash or net settlement of the forward sale agreements.
Repurchase of Common Stock
In November 2020, the Board of Directors authorized the repurchase of up to $1.0 billion of Dominion Energy’s common stock, with $0.9 billion available as of September 30, 2024.
Dominion Energy did not repurchase any shares of common stock during the nine months ended September 30, 2024, except for shares tendered by employees to satisfy tax withholding obligations on vested restricted stock, which do not count against its stock repurchase authorization.
Note 17. Commitments and Contingencies
As a result of issues generated in the ordinary course of business, the Companies are involved in legal proceedings before various courts and are periodically subject to governmental examinations (including by regulatory authorities), inquiries and investigations. Certain legal proceedings and governmental examinations involve demands for unspecified amounts of damages, are in an initial procedural phase, involve uncertainty as to the outcome of pending appeals or motions or involve significant factual issues that need to be resolved, such that it is not possible for the Companies to estimate a range of possible loss. For such matters that the Companies cannot estimate, a statement to this effect is made in the description of the matter. Other matters may have progressed sufficiently through the litigation or investigative processes such that the Companies are able to estimate a range of possible loss. For legal proceedings and governmental examinations that the Companies are able to reasonably estimate a range of possible losses, an estimated range of possible loss is provided, in excess of the accrued liability (if any) for such matters. The Companies maintain various insurance programs, including general liability insurance coverage which provides coverage for personal injury or wrongful death cases. Any accrued liability is recorded on a gross basis with a receivable also recorded for any probable insurance recoveries. Estimated ranges of loss are inclusive of legal fees and net of any anticipated insurance recoveries. Any estimated range is based on currently available information and involves elements of judgment and significant uncertainties. Any estimated range of possible loss may not represent the Companies’ maximum possible loss exposure. The circumstances of such legal proceedings and governmental examinations will change from time to time and actual results may vary significantly from the current estimate. For current proceedings not specifically reported below, management does not anticipate that the liabilities, if any, arising from such proceedings would have a material effect on the Companies’ financial position, liquidity or results of operations.
Environmental Matters
The Companies are subject to costs resulting from a number of federal, state and local laws and regulations designed to protect human health and the environment. These laws and regulations affect future planning and existing operations. They can result in increased capital, operating and other costs as a result of compliance, remediation, containment and monitoring obligations.
Air
The CAA, as amended, is a comprehensive program utilizing a broad range of regulatory tools to protect and preserve the nation’s air quality. At a minimum, states are required to establish regulatory programs to meet applicable requirements of the CAA. However, states may choose to develop regulatory programs that are more restrictive. Many of the Companies’ facilities are subject to the CAA’s permitting and other requirements.
Ozone Standards
The EPA published final non-attainment designations for the October 2015 ozone standards in June 2018 with states required to develop plans to address the new standard. Certain states in which the Companies operate have developed plans, and had such plans approved or partially approved by the EPA, which are not expected to have a material impact on the Companies’ results of operations
or cash flows. In March 2023, the EPA issued a final rule specifying an interstate federal implementation plan to comply with certain aspects of planning for the 2015 ozone standards which is applicable in August 2023 for certain states, including Virginia. The interstate federal implementation plan imposes tighter NOX emissions limits during the ozone season and includes provisions for the use of allowances to cover such emissions. Unless and until implementation plans for the 2015 ozone standards are fully developed and approved for all states in which the Companies operate, the Companies are unable to predict whether or to what extent the new rules will ultimately require additional controls. The expenditures required to implement additional controls could have a material impact on the Companies’ results of operations, financial condition and/or cash flows.
In July 2019, the EPA published the final rule informally referred to as the ACE Rule, as a replacement for the Clean Power Plan. The ACE Rule regulated GHG emissions from existing coal-fired power plants pursuant to Section 111(d) of the CAA and required states to develop plans by July 2022 establishing unit-specific performance standards for existing coal-fired power plants. In January 2021, the U.S. Court of Appeals for the D.C. Circuit vacated the ACE Rule and remanded it to the EPA. This decision would take effect upon issuance of the court’s mandate. In March 2021, the court issued a partial mandate vacating and remanding all parts of the ACE Rule except for the portion of the ACE Rule that repealed the Clean Power Plan. In October 2021, the U.S. Supreme Court agreed to hear a challenge of the U.S. Court of Appeals for the D.C. Circuit’s decision on the ACE Rule. In June 2022, the U.S. Supreme Court reversed the D.C. Circuit’s decision on the ACE Rule and remanded the case back to the D.C. Circuit. In May 2024, the EPA repealed the ACE Rule as part of a package of final rules addressing CO2 emissions from new and existing fossil fuel-fired electric generating units.
Carbon Regulations
In August 2016, the EPA issued a draft rule proposing to reaffirm that a source’s obligation to obtain a PSD or Title V permit for GHGs is triggered only if such permitting requirements are first triggered by non-GHG, or conventional, pollutants that are regulated by the New Source Review program, and exceed a significant emissions rate of 75,000 tons per year of CO2 equivalent emissions. Until the EPA ultimately takes final action on this rulemaking, the Companies cannot predict the impact to their results of operations, financial condition and/or cash flows.
In December 2018, the EPA proposed revised Standards of Performance for Greenhouse Gas Emissions from New, Modified, and Reconstructed Stationary Sources. The proposed rule would amend the previous determination that the best system of emission reduction for newly constructed coal-fired steam generating units is no longer partial carbon capture and storage. Instead, the proposed revised best system of emission reduction for this source category is the most efficient demonstrated steam cycle (e.g., supercritical steam conditions for large units and subcritical steam conditions for small units) in combination with best operating practices. In May 2024, the EPA withdrew the proposed revision to the performance standards for coal-fired steam generating units as part of a package of final rules addressing CO2 emissions from new and existing fossil fuel-fired electric generating units.
Water
The CWA, as amended, is a comprehensive program requiring a broad range of regulatory tools including a permit program to authorize and regulate discharges to surface waters with strong enforcement mechanisms. The Companies must comply with applicable aspects of the CWA programs at their operating facilities.
Regulation 316(b)
In October 2014, the final regulations under Section 316(b) of the CWA that govern existing facilities and new units at existing facilities that employ a cooling water intake structure and that have flow levels exceeding a minimum threshold became effective. The rule establishes a national standard for impingement based on seven compliance options, but forgoes the creation of a single technology standard for entrainment. Instead, the EPA has delegated entrainment technology decisions to state regulators. State regulators are to make case-by-case entrainment technology determinations after an examination of five mandatory facility-specific factors, including a social cost-benefit test, and six optional facility-specific factors. The rule governs all electric generating stations with water withdrawals above two MGD, with a heightened entrainment analysis for those facilities over 125 MGD. Dominion Energy and Virginia Power currently have 14 and eight facilities, respectively, that are subject to the final regulations. Dominion Energy is also working with the EPA and state regulatory agencies to assess the applicability of Section 316(b) to eight hydroelectric facilities, including three Virginia Power facilities. The Companies anticipate that they may have to install impingement control technologies at certain of these stations that have once-through cooling systems. The Companies are currently evaluating the need or potential for entrainment controls under the final rule as these decisions will be made on a case-by-case basis after a thorough review of detailed biological, technological and cost benefit studies. DESC is conducting studies and implementing plans as required by the rule to determine appropriate intake structure modifications at certain facilities to ensure compliance with this rule. While the impacts of this rule could be material to the Companies’ results of operations, financial condition and/or cash flows, the existing regulatory
frameworks in South Carolina and Virginia provide rate recovery mechanisms that could substantially mitigate any such impacts for the regulated electric utilities.
Effluent Limitations Guidelines
In September 2015, the EPA released a final rule to revise the Effluent Limitations Guidelines for the Steam Electric Power Generating Category. The final rule established updated standards for wastewater discharges that apply primarily at coal and oil steam generating stations. Affected facilities are required to convert from wet to dry or closed cycle coal ash management, improve existing wastewater treatment systems and/or install new wastewater treatment technologies in order to meet the new discharge limits. In April 2017, the EPA granted two separate petitions for reconsideration of the Effluent Limitations Guidelines final rule and stayed future compliance dates in the rule. Also in April 2017, the U.S. Court of Appeals for the Fifth Circuit granted the EPA’s request for a stay of the pending consolidated litigation challenging the rule while the EPA addresses the petitions for reconsideration. In September 2017, the EPA signed a rule to postpone the earliest compliance dates for certain waste streams regulations in the Effluent Limitations Guidelines final rule from November 2018 to November 2020; however, the latest date for compliance for these regulations was December 2023. In October 2020, the EPA released the final rule that extended the latest dates for compliance with individual facilities’ compliance dates that would vary based on circumstances and the determination by state regulators and may range from 2021 to 2028. In May 2024, the EPA released a final rule revising the 2015 and 2020 Effluent Limitations Guidelines, establishing more stringent standards for wastewater discharges for the Steam Electric Power Generating Category, which apply primarily to wastewater discharges at coal and oil steam generating stations. Individual facilities’ compliance dates will vary based on circumstances and the determination by state regulators and may range to 2029, except in certain circumstances when a facility will be retired by 2034. Dominion Energy expects to complete wastewater treatment technology retrofits and modifications at DESC’s Williams generating station, with a similar project at DESC’s Wateree generation station under evaluation, to meet the requirements with the existing regulatory framework in South Carolina providing rate recovery mechanisms for costs of the projects. As discussed in Note 2, the Companies recorded an increase to their AROs in the second quarter of 2024 in connection with the expected compliance costs associated with the EPA’s May 2024 final rule concerning CCR. The Companies expect that such AROs would satisfy any AROs that would have otherwise been necessary for compliance with the EPA’s May 2024 Effluent Limitations Guidelines. Dominion Energy is currently unable to estimate what costs, if any, may be required in addition to the project for the Williams generating station, a potential project at the Wateree generating station and the recorded AROs to meet the requirements to operate certain facilities past 2034. However, Dominion Energy expects that while such costs for facility improvements, if required, could be material to the Companies’ financial condition and/or cash flows, the existing regulatory frameworks in Virginia and South Carolina provide rate recovery mechanisms that could substantially mitigate any such impacts.
Waste Management and Remediation
The operations of the Companies are subject to a variety of state and federal laws and regulations governing the management and disposal of solid and hazardous waste, and release of hazardous substances associated with current and/or historical operations. The CERCLA, as amended, and similar state laws, may impose joint, several and strict liability for cleanup on potentially responsible parties who owned, operated or arranged for disposal at facilities affected by a release of hazardous substances. In addition, many states have created programs to incentivize voluntary remediation of sites where historical releases of hazardous substances are identified and property owners or responsible parties decide to initiate cleanups.
From time to time, the Companies may be identified as a potentially responsible party in connection with the alleged release of hazardous substances or wastes at a site. Under applicable federal and state laws, the Companies could be responsible for costs associated with the investigation or remediation of impacted sites, or subject to contribution claims by other responsible parties for their costs incurred at such sites. The Companies also may identify, evaluate and remediate other potentially impacted sites under voluntary state programs. Remediation costs may be subject to reimbursement under the Companies’ insurance policies, rate recovery mechanisms, or both. Except as described below, the Companies do not believe these matters will have a material effect on results of operations, financial condition and/or cash flows.
Dominion Energy has determined that it is associated with former manufactured gas plant sites, including certain sites associated with Virginia Power. At four sites associated with Dominion Energy, remediation work has been substantially completed under federal or state oversight. Where required, the sites are following state-approved groundwater monitoring programs. Dominion Energy has proposed remediation plans for one site at Virginia Power and expects to commence remediation activities in 2025 depending on receipt of final permits and approvals. At September 30, 2024 and December 31, 2023, Dominion Energy had $31 million and $32 million, respectively, of reserves recorded. At both September 30, 2024 and December 31, 2023, Virginia Power had $25 million of reserves recorded. Dominion Energy is associated with three additional sites, including two associated with Virginia Power, which are not under investigation by any state or federal environmental agency nor the subject of any current or proposed plans to perform remediation activities. Due to the uncertainty surrounding such sites, the Companies are unable to make an estimate of the potential financial statement impacts.
Other Legal Matters
The Companies are defendants in a number of lawsuits and claims involving unrelated incidents of property damage and personal injury. Due to the uncertainty surrounding these matters, the Companies are unable to make an estimate of the potential financial statement impacts; however, they could have a material impact on results of operations, financial condition and/or cash flows.
SCANA Legal Proceedings
The following describes certain legal proceedings involving Dominion Energy, SCANA or DESC relating primarily to events occurring before closing of the SCANA Combination.
Matters Fully Resolved Prior to 2024 Impacting the Consolidated Financial Statements
Governmental Proceedings and Investigations
In June 2018, DESC received a notice of proposed assessment of approximately $410 million, excluding interest, from the SCDOR following its audit of DESC’s sales and use tax returns for the periods September 1, 2008 through December 31, 2017. The proposed assessment, which includes 100% of the NND Project, is based on the SCDOR’s position that DESC’s sales and use tax exemption for the NND Project does not apply because the facility will not become operational. In December 2020, the parties reached an agreement in principle in the amount of $165 million to resolve this matter. In June 2021, the parties executed a settlement agreement which allows DESC to fund the settlement amount through a combination of cash, shares of Dominion Energy common stock or real estate with an initial payment of at least $43 million in shares of Dominion Energy common stock. In August 2021, Dominion Energy issued 0.6 million shares of its common stock to satisfy DESC’s obligation for the initial payment under the settlement agreement. In May 2022, Dominion Energy issued an additional 0.9 million shares of its common stock to partially satisfy DESC’s remaining obligation under the settlement agreement. In June 2022, DESC requested approval from the South Carolina Commission to transfer certain real estate with a total settlement value of $51 million to satisfy its remaining obligation under the settlement agreement. In July 2022, the South Carolina Commission voted to approve the request and issued its final order in August 2022. In September 2022, DESC transferred certain non-utility property with a fair value of $28 million to the SCDOR under the settlement agreement. In December 2022, DESC transferred additional utility property with a fair value of $3 million to the SCDOR. In October 2022, DESC filed for approval to transfer the remaining real estate with FERC which was received in November 2022. In March 2023, DESC transferred utility property with a fair value of $10 million to the SCDOR resulting in a gain of $9 million ($7 million after-tax), recorded in losses (gains) on sales of assets in Dominion Energy’s Consolidated Statements of Income for the nine months ended September 30, 2023. In June 2023, DESC transferred the remaining utility property with a fair value of $11 million to the SCDOR resulting in a gain of $11 million ($8 million after-tax), recorded in losses (gains) on sales of assets in Dominion Energy’s Consolidated Statements of Income for the nine months ended September 30, 2023. In July 2023, DESC made a less than $1 million cash payment to the SCDOR to fully satisfy its remaining obligation, including applicable interest, under the settlement agreement.
Nuclear Operations
Nuclear Insurance
Other than the items discussed below, there have been no significant changes regarding the Companies’ nuclear insurance as described in Note 23 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023.
During the first quarter of 2024, the total liability protection per nuclear incident available to all participants in the Secondary Financial Protection Program increased from $16.2 billion to $16.3 billion. This increase does not impact Dominion Energy’s responsibility per active unit under the Price-Anderson Amendments Act of 1988. Additionally, the Companies increased the amount of coverage purchased from commercial insurance pools for Millstone, Summer, Surry and North Anna from $450 million to $500 million with the remainder provided through the mandatory industry retrospective rating plan.
Spent Nuclear Fuel
As discussed in Note 23 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023, the Companies entered into contracts with the DOE for the disposal of spent nuclear fuel under provisions of the Nuclear Waste Policy Act of 1982.
Guarantees, Surety Bonds and Letters of Credit
Dominion Energy enters into guarantee arrangements on behalf of its consolidated subsidiaries, primarily to facilitate their commercial transactions with third parties. If any of these subsidiaries fail to perform or pay under the contracts and the counterparties seek performance or payment, Dominion Energy would be obligated to satisfy such obligation. To the extent that a liability subject to a guarantee has been incurred by one of Dominion Energy’s consolidated subsidiaries, that liability is included in the Consolidated Financial Statements. Dominion Energy is not required to recognize liabilities for guarantees issued on behalf of its subsidiaries unless it becomes probable that it will have to perform under the guarantees. Terms of the guarantees typically end once obligations have been paid. Dominion Energy currently believes it is unlikely that it would be required to perform or otherwise incur any losses associated with guarantees of its subsidiaries’ obligations.
At September 30, 2024, Dominion Energy had issued the following subsidiary guarantees:
MaximumExposure
Commodity transactions(1)
2,765
Nuclear obligations(2)
220
Solar(3)
Other(4)
849
Total(5)(6)
4,041
In addition, Dominion Energy had issued an additional $20 million of guarantees at September 30, 2024, primarily to support third parties. No amounts related to these guarantees have been recorded.
Dominion Energy also had issued four guarantees as of September 30, 2024 related to Cove Point, previously an equity method investment, in support of terminal services, transportation and construction. Two of the Cove Point guarantees have a cumulative maximum exposure of $1.9 billion while the other two guarantees have no maximum limit. No amounts related to these guarantees have been recorded.
Additionally, at September 30, 2024, Dominion Energy had purchased $319 million of surety bonds, including $250 million at Virginia Power, and authorized the issuance of letters of credit by financial institutions of $21 million to facilitate commercial transactions by its subsidiaries with third parties. Under the terms of surety bonds, the Companies are obligated to indemnify the respective surety bond company for any amounts paid.
Note 18. Credit Risk
The Companies’ accounting policies for credit risk are discussed in Note 24 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023.
At September 30, 2024, Dominion Energy’s credit exposure totaled $138 million, primarily related to price risk management activities. Of this amount, investment grade counterparties, including those internally rated, represented 74%. No single counterparty, whether investment grade or non-investment grade, exceeded $28 million of exposure. At September 30, 2024, Virginia Power’s exposure related to wholesale customers totaled $82 million. Of this amount, investment grade counterparties, including those
internally rated, represented 58%. No single counterparty, whether investment grade or non-investment grade, exceeded $10 million of exposure.
Credit-Related Contingent Provisions
Certain of Dominion Energy and Virginia Power’s derivative instruments contain credit-related contingent provisions. These provisions require Dominion Energy and Virginia Power to provide collateral upon the occurrence of specific events, primarily a credit rating downgrade. If the credit-related contingent features underlying these instruments that are in a liability position and not fully collateralized with cash were fully triggered, Dominion Energy and Virginia Power would have been required to post additional collateral to its counterparties of $19 million and $13 million, respectively, as of September 30, 2024, and $28 million and $14 million, respectively, as of December 31, 2023. The collateral that would be required to be posted includes the impacts of any offsetting asset positions and any amounts already posted for derivatives, non-derivative contracts and derivatives elected under the normal purchases and normal sales exception, per contractual terms. Dominion Energy and Virginia Power had no posted collateral at September 30, 2024 or December 31, 2023 related to derivatives with credit-related contingent provisions that are in a liability position and not fully collateralized with cash. In addition, Dominion Energy and Virginia Power had both posted letters of credit as collateral with counterparties covering less than $1 million of fair value of derivative instruments in a liability position at December 31, 2023. The aggregate fair value of all derivative instruments with credit related contingent provisions that are in a liability position and not fully collateralized with cash for Dominion Energy and Virginia Power was $19 million and $13 million, respectively, as of September 30, 2024 and $28 million and $14 million, respectively, as of December 31, 2023, which does not include the impact of any offsetting asset positions.
See Note 9 for additional information about derivative instruments.
Note 19. Related-Party Transactions
Dominion Energy’s transactions with equity method investments are described in Note 10. Virginia Power engages in related-party transactions primarily with other Dominion Energy subsidiaries (affiliates). Virginia Power’s 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. Virginia Power is included in Dominion Energy’s consolidated federal income tax return and, where applicable, combined income tax returns for Dominion Energy are filed in various states. A discussion of Virginia Power’s significant related-party transactions follows.
Virginia Power transacts with affiliates for certain quantities of natural gas and other commodities in the ordinary course of business. Virginia Power also enters into certain commodity derivative contracts with affiliates. Virginia Power uses these contracts, which are principally comprised of forward commodity purchases, to manage commodity price risks associated with purchases of natural gas. At September 30, 2024, Virginia Power’s derivative assets and liabilities with affiliates were $11 million and $43 million, respectively. At December 31, 2023, Virginia Power’s derivative assets and liabilities with affiliates were $1 million and $79 million, respectively. See Note 9 for additional information.
Virginia Power participates in certain Dominion Energy benefit plans described in Note 22 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023. At September 30, 2024 and December 31, 2023, amounts due to Dominion Energy associated with the Dominion Energy Pension Plan and included in other deferred credits and other liabilities in the Consolidated Balance Sheets were $493 million and $456 million, respectively. At September 30, 2024 and December 31, 2023, Virginia Power’s amounts due from Dominion Energy associated with the Dominion Energy Retiree Health and Welfare Plan and included in other deferred charges and other assets in the Consolidated Balance Sheets were $640 million and $584 million, respectively.
DES and other affiliates provide accounting, legal, finance and certain administrative and technical services and licenses to Virginia Power. In addition, Virginia Power provides certain services to affiliates, including charges for facilities and equipment usage.
The financial statements for all years presented include costs for certain general, administrative and corporate expenses assigned by DES to Virginia Power on the basis of direct and allocated methods in accordance with Virginia Power’s services agreements with DES. Where costs incurred cannot be determined by specific identification, the costs are allocated based on the proportional level of effort devoted by DES resources that is attributable to the entity, determined by reference to number of employees, salaries and wages and other similar measures for the relevant DES service. Management believes the assumptions and methodologies underlying the allocation of general corporate overhead expenses are reasonable.
Presented below are Virginia Power’s significant transactions with DES and other affiliates:
Commodity purchases from affiliates
147
463
Services provided by affiliates(1)
149
495
Services provided to affiliates
Virginia Power has borrowed funds from Dominion Energy under short-term borrowing arrangements. There were $633 million and $500 million in short-term demand note borrowings from Dominion Energy as of September 30, 2024 and December 31, 2023, respectively. Virginia Power had no outstanding borrowings, net of repayments, under the Dominion Energy money pool for its nonregulated subsidiaries as of September 30, 2024 and December 31, 2023. Interest charges related to Virginia Power’s borrowings from Dominion Energy were $17 million and $27 million for the three months ended September 30, 2024 and 2023, respectively and $23 million and $72 million for the nine months ended September 30, 2024 and 2023, respectively.
There were no issuances of Virginia Power’s common stock to Dominion Energy for the three and nine months ended September 30, 2024 and 2023.
In October 2024, Virginia Power paid a $600 million dividend to Dominion Energy.
In 2023, Virginia Power entered into a lease contract with an affiliated entity for the use of a Jones Act compliant offshore wind installation vessel currently under development with commencement of the 20-month lease term in August 2025 at a total cost of approximately $240 million plus ancillary services. Virginia Power filed an application with the Virginia Commission to amend the lease agreement to potentially accelerate the commencement of the lease term in August 2024 and received approval in October 2024. Virginia Power filed a corresponding application with the North Carolina Commission in September 2024.
Note 20. Employee Benefit Plans
Net Periodic Benefit (Credit) Cost
The service cost component of net periodic benefit (credit) cost is reflected in other operations and maintenance expense in Dominion Energy’s Consolidated Statements of Income, except for less than $1 million and $5 million for the three and nine months ended September 30, 2024, respectively, and $4 million and $12 million for the three and nine months ended September 30, 2023, respectively, presented in discontinued operations. The non-service cost components of net periodic benefit (credit) cost are reflected in other income (expense) in Dominion Energy’s Consolidated Statements of Income, except for $— million and $13 million for the three and nine months ended September 30, 2024, respectively, and $(11) million and $(34) million for the three and nine months ended September 30, 2023, respectively, presented in discontinued operations. The components of Dominion Energy’s provision for net periodic benefit cost (credit) are as follows:
Pension Benefits
Other Postretirement Benefits
Service cost
Interest cost
332
Expected return on plan assets
(200
(611
(648
(113
Amortization of prior service cost (credit)
Amortization of net actuarial (gain) loss
Settlements and curtailments(1)
Plan amendment
Net periodic benefit (credit) cost
(70
(181
(244
(89
Pension and Other Postretirement Benefit Plan Remeasurements
In the first quarter of 2024, Dominion Energy remeasured its pension and other postretirement benefit plans as a result of the close of the East Ohio Transaction. The remeasurement and transfer to Enbridge of pension plan assets and liabilities resulted in a decrease in the pension benefit obligation of $419 million, inclusive of $195 million transferred upon closing, and a decrease in the fair value of
the pension plan assets of $555 million, inclusive of $531 million transferred upon closing. In addition, the remeasurement and transfer to Enbridge of other postretirement benefit plan assets and liabilities resulted in a decrease in the accumulated postretirement benefit obligation of $38 million, inclusive of $22 million transferred upon closing, and a decrease in the fair value of the other postretirement benefit plan assets of $19 million, inclusive of $36 million transferred upon closing. The impact of the remeasurement and transfer of pension and other postretirement benefit plan assets and liabilities on net periodic benefit cost (credit) was recognized prospectively from the remeasurement date. The remeasurement is expected to decrease the net periodic pension benefit credit by approximately $11 million and increase the net periodic other postretirement benefit credit by approximately $1 million for the year ending December 31, 2024, excluding the impact of a one-time plan amendment. The discount rate used for the remeasurement was 5.62% for the pension plans and 5.61%-5.62% for the other postretirement benefit plans. The net actuarial loss (gain) and prior service cost (credit) related to the transferred pension and other postretirement plan assets and liabilities included in the East Ohio Transaction loss on sale was $147 million for pension and $(9) million for other postretirement benefits.
In the second quarter of 2024, Dominion Energy remeasured its pension and other postretirement benefit plans as a result of the close of the Questar Gas Transaction. The remeasurement and transfer to Enbridge of pension plan assets and liabilities resulted in a decrease in the pension benefit obligation of $251 million, inclusive of $136 million transferred upon closing, and a decrease in the fair value of the pension plan assets of $248 million, inclusive of $138 million transferred upon closing. In addition, the remeasurement and transfer to Enbridge of other postretirement benefit plan assets and liabilities resulted in a decrease in the accumulated postretirement benefit obligation of $14 million, inclusive of $6 million transferred upon closing, and an increase in the fair value of the other postretirement benefit plan assets of $24 million, inclusive of $5 million transferred upon closing. The impact of the remeasurement and transfer of pension and other postretirement benefit plan assets and liabilities on net periodic benefit cost (credit) was recognized prospectively from the remeasurement date. The remeasurement is expected to increase the net periodic pension benefit credit by approximately $8 million and increase the net periodic other postretirement benefit credit by $3 million for the year ending December 31, 2024. The discount rate used for the remeasurement was 5.75% for the pension plan and 5.74% for the other postretirement benefit plan. The net actuarial loss and prior service cost (credit) related to the transferred pension and other postretirement plan assets and liabilities included in the Questar Gas Transaction loss on sale was $49 million for pension and $1 million for other postretirement benefits.
All other assumptions used for the remeasurements were consistent with the measurement as of December 31, 2023.
Employer Contributions
During the three and nine months ended September 30, 2024, Dominion Energy made $33 million and $40 million of contributions to its qualified defined benefit pension plans. In October 2024, Dominion Energy made an additional $6 million of contributions to its qualified defined benefit pension plans. Dominion Energy is not required to make any additional contributions to its qualified defined benefit pension plans in 2024. Dominion Energy is not required to make any contributions to its VEBAs associated with its other postretirement plans in 2024. Dominion Energy considers voluntary contributions from time to time, either in the form of cash or equity securities.
Other Employee Matters
In the first quarter of 2024, Dominion Energy recorded a charge of $23 million ($17 million after-tax) within discontinued operations attributable to a contribution to its defined contribution employee savings plan associated with the closing of the East Ohio Transaction. Additionally in the first quarter of 2024, Dominion Energy recorded a charge of $13 million ($10 million after-tax) in other operations and maintenance expense related to a severance accrual for certain employees in connection with the business review.
Note 21. Operating Segments
The Companies are organized primarily on the basis of products and services sold in the U.S. A description of the operations included in the Companies’ primary operating segments is as follows:
Primary Operating Segment
Description of Operations
DominionEnergy
VirginiaPower
Regulated electric distribution
X
Regulated electric transmission
Regulated electric generation fleet(1)
Regulated electric generation fleet
Regulated gas distribution and storage
Contracted Energy(2)
Nonregulated electric generation fleet
In addition to the operating segments above, the Companies also report a Corporate and Other segment.
The Corporate and Other Segment of Dominion Energy includes its corporate, service company and other functions (including unallocated debt) as well as its noncontrolling interest in Dominion Privatization. In addition, Corporate and Other includes specific items attributable to Dominion Energy’s operating segments that are not included in profit measures evaluated by executive management in assessing the segments’ performance or in allocating resources, including the net impact of the operations reflected as discontinued operations, which includes the entities included in the East Ohio (through March 2024), Questar Gas (through May 2024) and PSNC (through September 2024) Transactions, a noncontrolling interest in Cove Point (through September 2023), solar generation facility development operations (through April 2024) and a noncontrolling interest in Atlantic Coast Pipeline as discussed in Notes 3 and 10 as well as Notes 3 and 9 to the Consolidated Financial Statements in Dominion Energy’s Annual Report on Form 10-K for the year ended December 31, 2023.
In the nine months ended September 30, 2024, Dominion Energy reported after-tax net income of $28 million in the Corporate and Other segment, including $319 million of after-tax net income for specific items with $155 million of after-tax net income attributable to its operating segments. In the nine months ended September 30, 2023, Dominion Energy reported after-tax net loss of $14 million in the Corporate and Other segment, including $245 million of after-tax net income for specific items all of which was attributable to its operating segments.
The net income for specific items attributable to Dominion Energy’s operating segments in 2024 primarily related to the impact of the following items:
The net income for specific items attributable to Dominion Energy’s operating segments in 2023 primarily related to the impact of the following items:
The following table presents segment information pertaining to Dominion Energy’s operations:
DominionEnergyVirginia
DominionEnergySouthCarolina
ContractedEnergy
Corporateand Other
Adjustments& Eliminations
ConsolidatedTotal
Total revenue from external customers
2,760
846
256
Intersegment revenue
(260
848
260
Net loss from discontinued operations
662
2,649
944
(235
945
Net income (loss) attributable to Dominion Energy
(573
7,786
2,496
843
743
(761
2,503
852
677
Net income from discontinued operations
1,571
296
7,286
2,559
659
694
(707
2,563
673
302
Intersegment sales and transfers for Dominion Energy are based on contractual arrangements and may result in intersegment profit or loss that is eliminated in consolidation, including amounts related to entities presented within discontinued operations.
The Corporate and Other Segment of Virginia Power primarily includes specific items attributable to its operating segment that are not included in profit measures evaluated by executive management in assessing the segment’s performance or in allocating resources.
In the nine months ended September 30, 2024, Virginia Power reported after-tax net income of $27 million in the Corporate and Other segment, including $25 million of after-tax net income for specific items all of which was attributable to its operating segment. In the nine months ended September 30, 2023, Virginia Power reported after-tax net expenses of $151 million in the Corporate and Other segment, including $155 million of after-tax net expenses for specific items with $154 million of after-tax net expenses attributable to its operating segment.
The net income for specific items attributable to Virginia Power’s operating segment in 2024 primarily related to the impact of the following items:
The net expenses for specific items attributable to Virginia Power’s operating segment in 2023 primarily related to the impact of the following item:
The following table presents segment information pertaining to Virginia Power’s operations:
Net income (loss)
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
MD&A discusses Dominion Energy’s results of operations and general financial condition and Virginia Power’s results of operations. MD&A should be read in conjunction with the Companies’ Consolidated Financial Statements. Virginia Power meets the conditions to file under the reduced disclosure format, and therefore has omitted certain sections of MD&A.
Contents of MD&A
MD&A consists of the following information:
Forward-Looking Statements
This report contains statements concerning the Companies’ 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 such words as “path,” “anticipate,” “estimate,” “forecast,” “expect,” “believe,” “should,” “could,” “plan,” “may,” “continue,” “target” or other similar words.
The Companies make forward-looking statements with full knowledge that risks and uncertainties exist that may cause actual results to differ materially from predicted results. Factors that may cause actual results to differ are often presented with the forward-looking statements themselves. Additionally, other factors may cause actual results to differ materially from those indicated in any forward-looking statement. These factors include but are not limited to:
68
Additionally, other risks that could cause actual results to differ from predicted results are set forth in Part I. Item 1A. Risk Factors in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023.
The Companies’ forward-looking statements are based on beliefs and assumptions using information available at the time the statements are made. The Companies caution the reader not to place undue reliance on their forward-looking statements because the assumptions, beliefs, expectations and projections about future events may, and often do, differ materially from actual results. The Companies undertake no obligation to update any forward-looking statement to reflect developments occurring after the statement is made.
Accounting Matters
As of September 30, 2024, there have been no significant changes with regard to the critical accounting policies and estimates disclosed in MD&A in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023. The policies disclosed included the accounting for regulated operations, AROs, income taxes, accounting for derivative contracts and financial instruments at fair value, use of estimates in goodwill impairment testing, use of estimates in long-lived asset impairment testing, held for sale classification and employee benefit plans.
Results of Operations—Dominion Energy
Presented below is a summary of Dominion Energy’s consolidated results:
$ Change
Third Quarter
797
Diluted EPS
0.96
Year-To-Date
479
0.56
Overview
Third Quarter 2024 vs. 2023
Net income attributable to Dominion Energy increased $797 million, primarily due to the absence of a charge to reflect the recognition of deferred taxes on the outside basis of stock associated with East Ohio, PSNC, Questar Gas and Wexpro meeting the classification as held for sale, higher rider equity returns reflecting increased capital investments at Virginia Power and an increase in net investment earnings on nuclear decommissioning trust funds, partially offset by the absence of a gain on the sale of Dominion Energy’s remaining noncontrolling interest in Cove Point.
Year-To-Date 2024 vs. 2023
Net income attributable to Dominion Energy increased 28%, primarily due to the absence of a charge to reflect the recognition of deferred taxes on the outside basis of stock associated with East Ohio, PSNC, Questar Gas and Wexpro meeting the classification as held for sale, an increase in net investment earnings on nuclear decommissioning trust funds, the absence of depreciation expense associated with the East Ohio, PSNC and Questar Gas Transactions upon meeting the classification as held for sale, higher rider equity returns reflecting increased capital investments at Virginia Power, an increase in sales to electric utility customers attributable to weather and the absence of amortization associated with the 2021 Triennial Review. These increases were partially offset by the closing of the East Ohio Transaction, the absence of a gain and equity method earnings from the sale of Dominion Energy’s remaining noncontrolling interest in Cove Point, increased unrealized losses on economic hedging activities and the impact of 2023 Virginia legislation.
Analysis of Consolidated Operations
Presented below are selected amounts related to Dominion Energy’s results of operations:
(139
(223
(118
(105
279
211
380
Net income (loss) from discontinued operations including noncontrolling interests
528
An analysis of Dominion Energy’s results of operations follows:
Operating revenue increased 3%, primarily reflecting:
These increases were partially offset by:
Electric fuel and other energy-related purchases decreased 13%, primarily due to lower commodity costs for electric utilities ($159 million), partially offset by an increase in the use of purchased renewable energy credits at Virginia Power ($19 million), which are offset in operating revenue and do not impact net income.
Other operations and maintenance increased 7%, primarily reflecting:
Depreciation and amortization decreased 18%, primarily due to the absence of amortization of a regulatory asset established in the settlement of the 2021 Triennial Review ($61 million) and the absence of RGGI-related amortization ($36 million) and a decrease in amortization associated with Virginia Power non-fuel riders ($13 million), both of which are offset in operating revenue and do not impact net income.
Other taxes increased 14%, primarily due to higher property taxes.
Impairment of assets and other charges increased $121 million, primarily due to a $55 million charge in connection with the electric base rate case in South Carolina primarily to write down certain materials and supplies inventory, a charge for the impairment of certain nonregulated renewable natural gas facilities ($27 million), a charge related to the write-off of certain early-stage development costs at Virginia Power ($30 million) and the absence of a benefit related to dismantling costs and other activities associated with certain retired electric generation facilities at Virginia Power ($13 million).
Other income increased $279 million, primarily due to net investment gains in 2024 compared to net investment losses in 2023 on nuclear decommissioning trust funds ($269 million) and an increase in AFUDC associated with rate-regulated projects ($19 million).
Interest and related charges increased $211 million, primarily reflecting:
Income tax expense decreased 6%, primarily due to a nuclear production tax credit ($36 million), the absence of an increase in consolidated state deferred income taxes associated with the East Ohio, PSNC and Questar Gas Transactions and the sale of Dominion
Energy’s 50% noncontrolling interest in Cove Point ($29 million) and a benefit associated with the effective settlement of an uncertain tax position ($14 million), partially offset by higher pre-tax income ($66 million).
Net income from discontinued operations including noncontrolling interests increased 98%, primarily due to the absence of charges reflecting the recognition of deferred taxes on the outside basis of stock associated with East Ohio, PSNC, Questar Gas and Wexpro meeting the classification as held for sale ($939 million), the absence of depreciation expense associated with the East Ohio, PSNC and Questar Gas Transactions upon meeting the classification as held for sale ($54 million) and the absence of interest expense on variable rate debt secured by Dominion Energy’s interest in Cove Point ($19 million), partially offset by the absence of a gain on the sale of Dominion Energy’s remaining noncontrolling interest in Cove Point ($348 million), the absence of earnings from operations following the closing of the East Ohio Transaction ($87 million) and Questar Gas Transaction ($32 million), the absence of equity method earnings from the sale of Dominion Energy’s noncontrolling interest in Cove Point ($39 million) and a loss on the closing of the PSNC Transaction ($30 million).
Operating revenue increased 2%, primarily reflecting:
Electric fuel and other energy-related purchases decreased 7%, primarily due to lower commodity costs for electric utilities, which are offset in operating revenue and do not impact net income.
Other operations and maintenance increased 10%, primarily reflecting:
Depreciation and amortization decreased 6%, primarily reflecting:
These decreases were partially offset by:
Impairment of assets and other charges increased 61%, primarily reflecting:
Gains on sales of assets decreased 91%, primarily due to the absence of a gain on the transfer of certain utility property in South Carolina.
Other income increased 58%, primarily due to an increase in net investment gains on nuclear decommissioning trust funds ($343 million) and an increase in AFUDC associated with rate-regulated projects ($30 million).
Interest and related charges increased 36%, primarily reflecting:
Income tax expense decreased 12%, primarily due to a nuclear production tax credit ($53 million) and the absence of an increase in consolidated state deferred income taxes associated with the East Ohio, PSNC and Questar Gas Transactions and the sale of Dominion Energy’s 50% noncontrolling interest in Cove Point ($29 million), partially offset by higher pre-tax income ($28 million).
Net income from discontinued operations including noncontrolling interests increased $274 million, primarily due to the absence of charges reflecting the recognition of deferred taxes on the outside basis of stock associated with East Ohio, PSNC, Questar Gas and Wexpro meeting the classification as held for sale ($939 million), the absence of depreciation expense associated with the East Ohio, PSNC and Questar Gas Transactions upon meeting the classification as held for sale ($211 million), the absence of interest expense on variable rate debt secured by Dominion Energy’s interest in Cove Point ($72 million), lower tax expense to reflect the deferred taxes on the outside basis of Questar Gas, Wexpro and related affiliates’ stock ($22 million), a gain upon the closing of the Questar Gas Transaction ($18 million) and the absence of an impairment charge of certain nonregulated solar assets ($11 million), partially offset by the absence of a gain on the sale of Dominion Energy’s remaining noncontrolling interest in Cove Point ($348 million), the absence of earnings from operations following the closing of the East Ohio Transaction ($206 million) and Questar Gas Transaction ($39 million), the absence of equity method earnings from the sale of Dominion Energy’s noncontrolling interest in Cove Point ($163 million), a loss on the closing of the East Ohio Transaction ($113 million), an impairment associated with the Questar Gas Transaction ($78 million), charges for employee benefit items related to the East Ohio Transaction ($33 million), a loss on the closing of the PSNC Transaction ($30 million) and higher tax expense associated with the PSNC Transaction ($16 million).
Results of Operations—Virginia Power
Presented below is a summary of Virginia Power’s consolidated results:
Net income increased 38%, primarily due to the absence of amortization associated with the 2021 Triennial Review, higher rider equity returns reflecting increased capital investments and an increase in net investment earnings on nuclear decommissioning trust funds.
Net income increased 37%, primarily due to the absence of amortization associated with the 2021 Triennial Review, higher rider equity returns reflecting increased capital investments and an increase in sales to electric utility customers attributable to weather and other customer-related factors, partially offset by the impact of 2023 Virginia legislation.
Presented below are selected amounts related to Virginia Power’s results of operations:
507
(144
574
1,625
1,417
(112
An analysis of Virginia Power’s results of operations follows:
Operating revenue increased 4%, primarily reflecting:
Electric fuel and other energy-related purchases decreased 6%, primarily due to lower commodity costs for electric utilities ($64 million), partially offset by an increase in the use of purchased renewable energy credits ($19 million), which are offset in operating revenue and do not impact net income.
Other operations and maintenance increased 8%, primarily reflecting:
Depreciation and amortization decreased 23%, primarily due to the absence of amortization of a regulatory asset established in the settlement of the 2021 Triennial Review ($61 million) and the absence of RGGI-related amortization ($36 million) and a decrease in amortization associated with Virginia Power non-fuel riders ($13 million), both of which are offset in operating revenue and do not impact net income.
Other taxes increased 17%, primarily due to higher property taxes.
Impairment of assets and other charges increased $55 million, primarily due to a charge related to the write-off of certain early-stage development costs ($30 million) and the absence of a benefit related to dismantling costs and other activities associated with certain retired electric generation facilities ($13 million).
Other income increased $59 million, primarily due to net investment gains in 2024 compared to net investment losses in 2023 on nuclear decommissioning trust funds ($47 million) and an increase in AFUDC associated with rate-regulated projects ($16 million).
Interest and related charges increased 11%, primarily due to an increase in long-term debt borrowings ($44 million) and increased interest expense associated with rider deferrals ($15 million), which is offset in operating revenue and does not impact net income, partially offset by a decrease in the outstanding balance of commercial paper and intercompany borrowings with Dominion Energy ($23 million).
Income tax expense increased 10%, primarily due to higher pre-tax income ($51 million), partially offset by a nuclear production tax credit ($36 million).
Operating revenue increased 7%, primarily reflecting:
Electric fuel and other energy-related purchases decreased 6%, primarily due to lower commodity costs for electric utilities, which are offset in operating revenue and do not impact net income.
Other operations and maintenance increased 15%, primarily reflecting:
Depreciation and amortization decreased 7%, primarily reflecting:
Other taxes increased 11%, primarily due to higher property taxes.
Impairment of assets and other charges increased 27%, primarily due to a charge related to the write-off of certain early-stage development costs ($30 million) and the absence of a benefit related to dismantling costs and other activities associated with certain retired electric generation facilities ($10 million), partially offset by the absence of a charge for the write-off of certain previously deferred amounts related to the cessation of certain riders effective July 2023 ($36 million).
Other income increased 92%, primarily due to an increase in net investment gains on nuclear decommissioning trust funds ($54 million) and an increase in AFUDC associated with rate-regulated projects ($21 million).
Interest and related charges increased 10%, primarily due to an increase in long-term debt borrowings ($129 million) and increased interest expense associated with rider deferrals ($23 million), which is offset in operating revenue and does not impact net income, partially offset by a decrease in principal on commercial paper and intercompany borrowings with Dominion Energy ($86 million).
Income tax expense increased 24%, primarily due to higher pre-tax income ($128 million), partially offset by a nuclear production tax credit ($53 million).
Segment Results of Operations
Segment results include the impact of intersegment revenues and expenses, which may result in intersegment profit and loss. Presented below is a summary of contributions by Dominion Energy’s operating segments to net income (loss) attributable to Dominion Energy:
Net Income (Loss) Attributable to Dominion Energy
EPS(1)
0.79
0.64
0.15
0.18
0.17
0.01
0.10
0.06
0.04
Corporate and Other
0.05
(0.71
0.76
Consolidated
1.88
1.57
0.31
0.35
0.36
(0.01
187
0.14
(0.04
(0.08
Presented below are selected operating statistics related to Dominion Energy Virginia’s operations:
% Change
Electricity delivered (million MWh)
26.0
24.7
72.0
68.2
Electricity supplied (million MWh):
Utility
26.2
25.8
72.2
68.3
Non-Jurisdictional
0.5
1.4
Degree days (electric distribution and utility service area):
Cooling
1,224
1,857
1,585
Heating
1,838
1,677
Average electric distribution customer accounts (thousands)
2,786
2,756
2,778
2,748
Presented below, on an after-tax basis, are the key factors impacting Dominion Energy Virginia’s net income contribution:
Third Quarter2024 vs. 2023Increase (Decrease)
Year-To-Date2024 vs. 2023Increase (Decrease)
Weather
Customer usage and other factors
0.02
Customer-elected rate impacts
Impact of 2023 Virginia legislation
(0.17
Rider equity return
101
0.12
0.28
Electric capacity
Storm damage and restoration costs
Planned outage costs
Nuclear production tax credit
Interest expense, net
(0.03
(35
Share dilution
Change in net income contribution
Presented below are selected operating statistics related to Dominion Energy South Carolina’s operations:
6.5
6.6
17.0
16.8
Electricity supplied (million MWh)
6.7
6.9
17.8
17.6
Degree days (electric distribution service areas):
850
723
484
Gas distribution throughput (bcf):
Sales
Average distribution customer accounts (thousands):
Electric
810
796
805
789
Gas
461
446
458
Presented below, on an after-tax basis, are the key factors impacting Dominion Energy South Carolina’s net income contribution:
Base rate case & Natural Gas Rate Stabilization Act impacts
Capital cost rider
(0.05
Presented below are selected operating statistics related to Contracted Energy’s operations:
4.5
%)
14.0
11.6
Presented below, on an after-tax basis, are the key factors impacting Contracted Energy’s net income contribution:
Margin
0.08
Planned Millstone outages(1)
Unplanned Millstone outages(1)
Presented below are the Corporate and Other segment’s after-tax results:
Specific items attributable to operating segments
(125
206
(90
Specific items attributable to Corporate and Other segment
(369
407
164
Net income (expense) from specific items
(494
613
319
Corporate and other operations:
(140
(393
(42
Equity method investments
Pension and other postretirement benefit plans
Corporate service company costs
(16
(68
Net expense from corporate and other operations
(291
(259
Total net income (expense)
EPS impact
Corporate and Other includes specific items attributable to Dominion Energy’s primary operating segments that are not included in profit measures evaluated by executive management in assessing the segments’ performance or in allocating resources. See Note 21 to the Consolidated Financial Statements in this report for discussion of these items in more detail. Corporate and Other also includes items attributable to the Corporate and Other segment. For the three months ended September 30, 2024, this primarily included a $57 million after-tax gain for derivative mark-to-market changes and $13 million net loss from discontinued operations, primarily associated with operations included in the PSNC Transaction, including the loss on sale. For the nine months ended September 30, 2024, this primarily included $182 million net income from discontinued operations, primarily associated with operations included in the East Ohio, PSNC and Questar Gas Transactions, including the loss on sale associated with the East Ohio and PSNC Transactions, as well as an impairment charge associated with the Questar Gas Transaction, $30 million in after-tax costs associated with the business review completed in March 2024 and a $23 million after-tax gain for derivative mark-to-market changes.
For the three months ended September 30, 2023, other than the effects of required interim period provision for income taxes, this primarily included a $939 million charge to reflect the recognition of deferred taxes on the outside basis of stock associated with East Ohio, PSNC, Questar Gas and Wexpro meeting the classification as held for sale, $398 million net income from discontinued operations, primarily associated with operations included in the East Ohio, PSNC and Questar Gas Transactions and Dominion Energy's noncontrolling interest in Cove Point, including the gain on sale, and a $218 million after-tax benefit for derivative mark-to-market changes. For the nine months ended September 30, 2023, other than the effects of required interim period provision for income taxes, this primarily included a $939 million charge to reflect the recognition of deferred taxes on the outside basis of stock associated with East Ohio, PSNC, Questar Gas and Wexpro meeting the classification as held for sale, $847 million net income from discontinued operations, primarily associated with operations included in the East Ohio, PSNC and Questar Gas Transactions and Dominion Energy's noncontrolling interest in Cove Point, including the gain on sale, a $209 million after-tax benefit for derivative mark-to-market changes and a $71 million after-tax charge associated with the impairment of a corporate office building.
Outlook
As of September 30, 2024, there have been no material changes to Dominion Energy’s 2024 outlook as described in Item 7. MD&A in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023. As discussed in Future Issues and Other Matters, Virginia Power closed on the sale of a 50% noncontrolling interest in the CVOW Commercial Project to Stonepeak in October 2024, with such noncontrolling interest expected to decrease net income attributable to Dominion Energy beginning in the fourth quarter of 2024.
Liquidity and Capital Resources
Dominion Energy depends on both cash generated from operations and external sources of liquidity to provide working capital and as a bridge to long-term financings. Dominion Energy’s material cash requirements include capital and investment expenditures, repaying short-term and long-term debt obligations and paying dividends on its common and preferred stock.
Analysis of Cash Flows
Presented below are selected amounts related to Dominion Energy’s cash flows:
Cash, restricted cash and equivalents at January 1
Cash flows provided by (used in):
Operating activities(1)
Investing activities
Financing activities
Net increase (decrease) in cash, restricted cash and equivalents
Cash, restricted cash and equivalents at September 30
Operating Cash Flows
Net cash provided by Dominion Energy’s operating activities decreased $809 million, inclusive of a $32 million increase from discontinued operations. Net cash provided by continuing operations decreased $841 million primarily due to lower deferred fuel and purchased gas cost recoveries ($250 million), settlements of interest rate swaps ($205 million) and an increase in interest payments driven by higher interest rates and borrowings ($81 million), higher net prepayments and deposits ($293 million) and $336 million primarily due to lower operating cash flows from electric utility operations, partially offset by an increase from changes in working capital ($324 million).
Investing Cash Flows
Net cash from Dominion Energy’s investing activities increased $4.4 billion, primarily due to net proceeds from the East Ohio, Questar Gas and PSNC Transactions ($9.2 billion) and an increase in distributions from equity method affiliates ($125 million), partially offset by the absence of the net proceeds from the sale of the remaining noncontrolling interest in Cove Point ($3.3 billion), an increase in plant construction and other property additions ($1.6 billion) and higher acquisitions of solar development projects ($188 million).
Financing Cash Flows
Net cash from Dominion Energy’s financing activities decreased $1.9 billion, primarily due to a $7.5 billion decrease due to net repayments on 364-day term loan facilities in 2024 versus net issuances in 2023, net repayment of credit facility borrowings ($900 million), the partial repurchase of the Series B Preferred Stock ($440 million) and net repayments of short-term debt ($214 million), partially offset by a $7.2 billion increase due to net issuances of long-term debt in 2024 versus net repayments in 2023.
Credit Facilities and Short-Term Debt
As discussed in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023, Dominion Energy generally uses proceeds from short-term borrowings, including commercial paper, to satisfy short-term cash requirements not met through cash from operations. The levels of borrowing may vary significantly during the course of the year, depending on the timing and amount of cash requirements not satisfied by cash from operations. There have been no significant changes to Dominion Energy’s use of credit facilities and/or short-term debt during the nine months ended September 30, 2024.
Joint Revolving Credit Facility
Dominion Energy maintains a $6.0 billion joint revolving credit facility which provides for a discount in the pricing of certain annual fees and amounts borrowed by Dominion Energy under the facility if Dominion Energy achieves certain annual renewable electric generation and diversity and inclusion objectives. At September 30, 2024, Dominion Energy had $2.4 billion of unused capacity under its joint revolving credit facility. See Note 16 to the Consolidated Financial Statements in this report for the balances of commercial paper and letters of credit outstanding.
Dominion Energy Reliability InvestmentSM Program
Dominion Energy has an effective shelf registration statement with the SEC for the sale of up to $3.0 billion of variable denomination floating rate demand notes, called Dominion Energy Reliability InvestmentSM. The registration limits the principal amount that may be outstanding at any one time to $1.0 billion. The notes are offered on a continuous basis and bear interest at a floating rate per annum determined by the Dominion Energy Reliability Investment Committee, or its designee, on a weekly basis. The notes have no stated maturity date, are non-transferable and may be redeemed in whole or in part by Dominion Energy or at the investor’s option at any time. At September 30, 2024, Dominion Energy’s Consolidated Balance Sheet included $482 million presented within short-term debt. The proceeds are used for general corporate purposes and to repay debt.
Other Facilities
In addition to the primary sources of short-term liquidity discussed above, from time to time Dominion Energy enters into separate supplementary credit facilities or term loans as discussed in Note 16 to the Consolidated Financial Statements in this report.
In March 2024, Dominion Energy repaid the full $2.5 billion outstanding under its $2.5 billion 364-day term loan facility entered into in January 2023 as amended in January 2024, using after-tax proceeds received in connection with the East Ohio Transaction. The debt was scheduled to mature in July 2024.
In March 2024, Dominion Energy repaid $1.8 billion of its $2.25 billion 364-day term loan facility entered into in October 2023, using after-tax proceeds received in connection with the East Ohio Transaction. Subsequently in March 2024, Dominion Energy requested and received a $500 million increase to the amount of the facility and concurrently borrowed $500 million with the proceeds used for general corporate purposes. In May 2024, Dominion Energy repaid the full $976 million outstanding under the facility, using after-tax proceeds received in connection with the Questar Gas Transaction. The debt was scheduled to mature in October 2024.
Sustainability Revolving Credit Facility
Dominion Energy maintains a $900 million Sustainability Revolving Credit Facility which, following an amendment in June 2024, matures in June 2025 and bears interest at a variable rate and is described in Note 18 to the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023. The facility offers a reduced interest rate margin with respect to borrowed amounts allocated to certain environmental sustainability or social investment initiatives. In May 2024, Dominion Energy used a portion of the proceeds from the issuance of the 2024 EJSNs discussed below to repay the outstanding balance of $450 million under the Sustainability Revolving Credit Facility.
Issuances and Borrowings of Long-Term Debt
During the nine months ended September 30, 2024, Dominion Energy issued or borrowed the following long-term debt. Unless otherwise noted, the proceeds for senior notes were used for the repayment of existing indebtedness and for general corporate purposes. See Note 18 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended
December 31, 2023 for additional information, including use of proceeds and repayment provisions, on the securitization bonds issued in February 2024. See Note 16 to the Consolidated Financial Statements in this report for additional information, including use of proceeds, on the 2024 EJSNs issued in May 2024.
Month
Type
Public / Private
Entity
Principal
Rate
Stated Maturity
January
Senior notes
Public
5.000
2034
5.350
2054
February
Senior secured deferred fuel cost bonds
439
5.088
2029
4.877
2033
May
Enhanced junior subordinated notes
1,000
6.875
2055
7.000
July
Private
(2)
5.650
6.040
August
600
5.050
5.550
Total issuances and borrowings
5,782
Dominion Energy currently meets the definition of a well-known seasoned issuer under SEC rules governing the registration, communication and offering processes under the Securities Act of 1933, as amended. The rules provide for a streamlined shelf registration process to provide registrants with timely access to capital. This allows Dominion Energy to use automatic shelf registration statements to register any offering of securities, other than those for exchange offers or business combination transactions.
Dominion Energy anticipates, excluding potential opportunistic financings and the securitization bonds, issuing between approximately $3.0 billion and $4.8 billion of long-term debt during 2024, inclusive of amounts issued through September 30, 2024 as shown in the table above. Dominion Energy expects to issue long-term debt to satisfy cash needs for capital expenditures and maturing long-term debt to the extent such amounts are not satisfied from cash available from operations following the payment of dividends, proceeds from the completion of the sale of a 50% noncontrolling interest in the CVOW Commercial Project and any borrowings made from unused capacity of Dominion Energy’s credit facilities discussed above. The raising of external capital is subject to certain regulatory requirements, including registration with the SEC for certain issuances.
Repayments, Repurchases and Redemptions of Long-Term Debt
Dominion Energy may from time to time reduce its outstanding debt and level of interest expense through redemption of debt securities prior to maturity or repurchases of debt securities in the open market, in privately negotiated transactions, through tender offers or otherwise.
The following long-term debt was repaid, repurchased or redeemed during the nine months ended September 30, 2024:
Principal (1)
Debt scheduled to mature in 2024
Multiple
1,363
various
Early redemptions
Secured senior notes
4.820
2042
Total repayments, repurchases and redemptions
1,642
In October 2024, Dominion Energy redeemed all $27 million in outstanding principal amount of its 3.80% Peninsula Ports Authority of Virginia Coal Terminal Revenue Refunding Bonds at par plus accrued interest. The bonds would have otherwise matured in 2033.
In October 2024, Dominion Energy redeemed all $685 million in outstanding principal amount of its October 2014 hybrids at par plus accrued interest including interest accrued at a floating rate effective October 2024. The notes would have otherwise matured in 2054.
See Note 18 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023 for additional information regarding scheduled maturities of Dominion Energy’s long-term debt, including related average interest rates.
Remarketing of Long-Term Debt
In May 2024, Virginia Power remarketed three series of tax-exempt bonds, with an aggregate outstanding principal of $243 million to new investors. All three series of bonds will bear interest at a coupon of 3.80% until May 2027, after which they will bear interest at a market rate to be determined at that time.
Credit Ratings
As discussed in the Companies’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, Dominion Energy’s credit ratings affect its liquidity, cost of borrowing under credit facilities and collateral posting requirements under commodity contracts, as well as the rates at which it is able to offer its debt securities. The credit ratings for Dominion Energy are affected by its financial profile, mix of regulated and nonregulated businesses and respective cash flows, changes in methodologies used by the rating agencies and event risk, if applicable, such as major acquisitions or dispositions. A credit rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. Ratings are subject to revision or withdrawal at any time by the applicable rating organization. As of September 30, 2024, there have been no changes in Dominion Energy’s credit ratings from those described in the Companies’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2024. In June 2024, Standard & Poor’s revised its credit ratings outlook for Dominion Energy from negative to stable and affirmed all other current ratings.
Financial Covenants
As discussed in the Companies’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, Dominion Energy is subject to various covenants present in the enabling agreements underlying Dominion Energy’s debt. As of September 30, 2024, there have been no material changes to covenants, nor any events of default under Dominion Energy’s covenants.
Common Stock, Preferred Stock and Other Equity Securities
In the Companies’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, there is a discussion of Dominion Energy’s existing equity financing programs, including Dominion Energy Direct®. During the nine months ended September 30, 2024, Dominion Energy issued $102 million of stock through these programs, net of fees and commissions. In May 2024, Dominion Energy entered into sales agency agreements to effect sales under a new at-the-market program, and through September 30, 2024 entered forward sale agreements for approximately 11.4 million shares of its common stock expected to be settled in the fourth quarter of 2024 at a weighted average initial forward price of $53.23 per share. In September 2024, Dominion Energy entered forward sale agreements for approximately 3.8 million shares of its common stock expected to be settled in the fourth quarter of 2025 at a weighted average initial forward price of $57.62 per share. See Note 16 to the Consolidated Financial Statements in this report for additional information.
As discussed in Note 16 to the Consolidated Financial Statements in this report, in June 2024, Dominion Energy completed a tender offer repurchasing 0.4 million of the 0.8 million shares of Series B Preferred Stock issued and outstanding representing $440 million in aggregate liquidation preference.
Through September 30, 2024, Dominion Energy has not repurchased and does not plan to repurchase shares of common stock in 2024, except for shares tendered by employees to satisfy tax withholding obligations on vested restricted stock, which does not impact the available capacity under its stock repurchase authorization.
Capital Expenditures
As of September 30, 2024, there have been no material changes to Dominion Energy’s expectation for planned capital expenditures as disclosed in the Companies’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.
Dominion Energy believes that its operations provide a stable source of cash flow to contribute to planned levels of capital expenditures and maintain or grow the dividend on common shares. See Note 16 to the Consolidated Financial Statements in this report for additional information regarding Dominion Energy’s outstanding preferred stock and associated dividend rates.
Subsidiary Dividend Restrictions
As of September 30, 2024, there have been no material changes to the subsidiary dividend restrictions disclosed in the Subsidiary Dividend Restrictions section of MD&A in the Companies’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.
Collateral and Credit Risk
As of September 30, 2024, there have been no material changes to the collateral requirements disclosed in the Collateral and Credit Risk section of MD&A in the Companies’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.
Dominion Energy’s exposure to potential concentrations of credit risk results primarily from its energy marketing and price risk management activities. Presented below is a summary of Dominion Energy’s credit exposure at September 30, 2024 for these activities. Gross credit exposure for each counterparty is calculated as outstanding receivables plus any unrealized on- or off-balance sheet exposure, taking into account contractual netting rights.
Gross CreditExposure
CreditCollateral
Net CreditExposure
Investment grade(1)
Non-investment grade(2)
No external ratings:
Internally rated—investment grade(3)
Internally rated—non-investment grade(4)
Total(5)
Fuel and Other Purchase Commitments
There have been no material changes outside of the ordinary course of business to Dominion Energy’s fuel and other purchase commitments included in the Companies’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.
Other Material Cash Requirements
In addition to the financing arrangements discussed above, Dominion Energy is party to numerous contracts and arrangements obligating it to make cash payments in future years. Dominion Energy expects current liabilities to be paid within the next twelve months. In addition to the items already discussed, the following represent material expected cash requirements recorded on Dominion Energy’s Consolidated Balance Sheet at September 30, 2024. Such obligations include:
In addition, Dominion Energy is party to contracts and arrangements which may require it to make material cash payments in future years that are not recorded on its Consolidated Balance Sheets. Such obligations include:
Future Issues and Other Matters
See Item 1. Business, Future Issues and Other Matters in MD&A and Notes 13 and 23 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023, Future Issues and Other Matters in the Companies’ Quarterly Report on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024 and Notes 13 and 17 to the Consolidated Financial Statements in this report for additional information on various environmental, regulatory, legal and other matters that may impact future results of operations, financial condition and/or cash flows. There have been no updates to the matters discussed in
Future Issues and Other Matters in the Companies’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, with the exception of the items described below.
In September 2019, Virginia Power filed applications with PJM for the CVOW Commercial Project and for certain approvals and rider recovery from the Virginia Commission in November 2021. The total cost of the project is estimated to be approximately $10 billion, excluding financing costs. Virginia Power’s current estimate for the 2.6 GW project’s projected levelized cost of energy, including renewable energy credits, is approximately $56/MWh, compared to the initial filing submission of $80-90/MWh. Virginia Power commenced major onshore construction activities in November 2023 following the receipt of a record of decision from BOEM in October 2023 for construction of the CVOW Commercial Project. Virginia Power commenced major offshore construction activities in May 2024 following the receipt in January 2024 of final approval from BOEM authorizing offshore construction and necessary permits from the U.S. Army Corps of Engineers for offshore construction. The project is expected to be placed in service by the end of 2026. Through September 30, 2024, Virginia Power had incurred approximately $5.3 billion of costs. In April 2024, a motion was filed in the U.S. District Court for the DC Circuit requesting a preliminary injunction in connection with a complaint filed related to the administrative process for certain permits and approvals received. In May 2024, the U.S. District Court for the DC Circuit denied the motion. As discussed in Note 10 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023, the Companies are subject to a cost sharing mechanism in accordance with the Virginia Commission’s order in December 2022 for incremental construction costs which fall between $10.3 billion and $13.7 billion. Also as discussed in Note 10 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023, Virginia Power entered into an agreement in February 2024 to sell a 50% noncontrolling interest in the CVOW Commercial Project to Stonepeak through the formation of OSWP. In October 2024, Virginia Power and Stonepeak closed on the agreement following satisfaction of regulatory approvals, including from BOEM and the Virginia and North Carolina Commissions. At closing, Virginia Power received $2.6 billion, representing 50% of the CVOW Commercial Project construction costs incurred through closing, less an initial withholding of $145 million. See Note 11 to the Consolidated Financial Statements in this report for more information.
In December 2020, Dominion Energy signed an agreement (most recently amended in August 2024) with a lessor to complete construction of and lease a Jones Act compliant offshore wind installation vessel. This vessel is designed to handle current turbine technologies as well as next generation turbines. The lessor is providing equity and has obtained financing commitments from debt investors, totaling $715 million, to fund project costs. Including financing costs, total estimated project costs are approximately $715 million. The project is expected to be completed in early 2025. The initial lease term will commence once construction is substantially complete and the vessel is delivered and will mature after five years. See Note 14 to the Consolidated Financial Statements in this report for additional information.
Dominion Energy Virginia – Nuclear Operating Licenses
In 2020, Virginia Power applied for renewal of its operating licenses for an additional 20 years for the two nuclear units at North Anna. In August 2024, the NRC approved Virginia Power’s application, allowing the units to generate electricity through 2058 and 2060.
Potential Regulated Electric Generation and Transmission Projects
In October 2024, Dominion Energy announced a joint planning initiative with AEP and FirstEnergy. As part of the initiative, the companies have jointly submitted initial project proposals for 765-kV, 500-kV and 345-kV transmission lines in Virginia, Ohio and West Virginia to PJM. If any such proposals are selected by PJM, the participating companies would then undertake an extensive, multi-year process to develop, construct and subsequently operate the transmission line.
85
ITEM 3.
QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
The matters discussed in this Item may contain “forward-looking statements” as described in the introductory paragraphs under Part I., Item 2. MD&A in this report. The reader’s attention is directed to those paragraphs for discussion of various risks and uncertainties that may impact the Companies.
Market Risk Sensitive Instruments and Risk Management
The Companies’ financial instruments, commodity contracts and related financial derivative instruments are exposed to potential losses due to adverse changes in commodity prices, interest rates, foreign currency exchange rates and equity securities prices as described below. Commodity price risk is present in the Companies’ electric operations and Dominion Energy’s natural gas procurement and marketing operations due to the exposure to market shifts in prices received and paid for electricity, natural gas and other commodities. The Companies use commodity derivative contracts to manage price risk exposures for these operations. Interest rate risk is generally related to their outstanding debt and future issuances of debt. In addition, the Companies are exposed to investment price risk through various portfolios of equity and debt securities. The Companies’ exposure to foreign currency exchange rate risk is related to certain fixed price contracts associated with the CVOW Commercial Project which it manages through foreign currency exchange rate derivatives. The contracts include services denominated in currencies other than the U.S. dollar for approximately €2.6 billion and 5.1 billion kr. In addition, certain of the fixed price contracts, approximately €0.7 billion, contain commodity indexing provisions linked to steel.
The following sensitivity analysis estimates the potential loss of future earnings or fair value from market risk sensitive instruments over a selected time period due to a 10% change in commodity prices, interest rates or foreign currency exchange rates.
Commodity Price Risk
To manage price risk, the Companies hold commodity-based derivative instruments held for non-trading purposes associated with purchases and sales of electricity, natural gas and other energy-related products.
The derivatives used to manage commodity price risk are executed within established policies and procedures and may include instruments such as futures, forwards, swaps, options and FTRs that are sensitive to changes in the related commodity prices. For sensitivity analysis purposes, the hypothetical change in market prices of commodity-based derivative instruments is determined based on models that consider the market prices of commodities in future periods, the volatility of the market prices in each period, as well as the time value factors of the derivative instruments. Prices and volatility are principally determined based on observable market prices.
A hypothetical 10% increase in commodity prices would have resulted in a decrease of $22 million and $62 million in the fair value of Dominion Energy’s commodity-based derivative instruments as of September 30, 2024 and December 31, 2023, respectively.
A hypothetical 10% decrease in commodity prices would have resulted in a decrease of $22 million and a hypothetical 10% increase in commodity prices would have resulted in a decrease of $24 million in the fair value of Virginia Power’s commodity-based derivative instruments as of September 30, 2024 and December 31, 2023, respectively.
The impact of a change in energy commodity prices on the Companies’ commodity-based derivative instruments at a point in time is not necessarily representative of the results that will be realized when the contracts are ultimately settled. Net losses from commodity-based financial derivative instruments used for hedging purposes, to the extent realized, will generally be offset by recognition of the hedged transaction, such as revenue from physical sales of the commodity.
Interest Rate Risk
The Companies manage their interest rate risk exposure predominantly by maintaining a balance of fixed and variable rate debt. For variable rate debt outstanding for Dominion Energy, a hypothetical 10% increase in market interest rates would result in a $22 million and $56 million decrease in earnings at September 30, 2024 and December 31, 2023, respectively. For variable rate debt outstanding for Virginia Power, a hypothetical 10% increase in market interest rates would result in an $7 million and $5 million decrease in earnings at September 30, 2024 and December 31, 2023, respectively.
The Companies also use interest rate derivatives, including forward-starting swaps, interest rate swaps and interest rate lock agreements to manage interest rate risk. As of September 30, 2024, Dominion Energy and Virginia Power had $10.3 billion and $1.1 billion, respectively, in aggregate notional amounts of these interest rate derivatives outstanding. A hypothetical 10% decrease in market interest rates would have resulted in a decrease of $50 million and $49 million, respectively, in the fair value of Dominion Energy and Virginia Power’s interest rate derivatives at September 30, 2024. As of December 31, 2023, Dominion Energy and
Virginia Power had $16.3 billion and $3.3 billion, respectively, in aggregate notional amounts of these interest rate derivatives outstanding. A hypothetical 10% decrease in market interest rates would have resulted in a decrease of $120 million and $151 million, respectively, in the fair value of Dominion Energy and Virginia Power’s interest rate derivatives at December 31, 2023.
The impact of a change in interest rates on the Companies’ interest rate-based financial derivative instruments at a point in time is not necessarily representative of the results that will be realized when the contracts are ultimately settled. Net gains and/or losses from interest rate derivative instruments used for hedging purposes, to the extent realized, will generally be offset by recognition of the hedged transaction.
Foreign Currency Exchange Rate Risk
The Companies utilize foreign currency exchange rate swaps to economically hedge the foreign currency exchange risk associated with fixed price contracts related to the CVOW Commercial Project denominated in foreign currencies. As of September 30, 2024 and December 31, 2023, Dominion Energy had €1.5 billion and €2.1 billion, respectively, in aggregate notional amounts of these foreign currency forward purchase agreements outstanding. A hypothetical 10% increase in exchange rates would have resulted in a decrease of $147 million and $202 million in the fair value of Dominion Energy’s foreign currency swaps at September 30, 2024 and December 31, 2023, respectively.
The impact of a change in exchange rates on the Companies’ foreign currency-based financial derivative instruments at a point in time is not necessarily representative of the results that will be realized when the contracts are ultimately settled. Net gains and/or losses from foreign exchange derivative instruments used for hedging purposes, to the extent realized, will generally be offset by recognition of the hedged transaction.
Investment Price Risk
The Companies are subject to investment price risk due to securities held as investments in nuclear decommissioning and rabbi trust funds that are managed by third-party investment managers. These trust funds primarily hold marketable securities that are reported in the Companies’ Consolidated Balance Sheets at fair value.
Dominion Energy recognized net investment gains (including investment income) on nuclear decommissioning and rabbi trust investments of $1.0 billion, $409 million and $879 million for the nine months ended September 30, 2024 and 2023 and the year ended December 31, 2023, respectively. Net realized gains and losses include gains and losses from the sale of investments as well as any other-than-temporary declines in fair value. Dominion Energy recorded in AOCI and regulatory liabilities, a net increase in unrealized gains on debt investments of $41 million for the nine months ended September 30, 2024 and $117 million for the year ended December 31, 2023, and a net decrease of $14 million for the nine months ended September 30, 2023.
Virginia Power recognized net investment gains (including investment income) on nuclear decommissioning and rabbi trust investments of $526 million, $206 million and $448 million for the nine months ended September 30, 2024 and 2023 and the year ended December 31, 2023, respectively. Net realized gains and losses include gains and losses from the sale of investments as well as any other-than-temporary declines in fair value. Virginia Power recorded in AOCI and regulatory liabilities, a net increase in unrealized gains on debt investments of $25 million for the nine months ended September 30, 2024 and $66 million for the year ended December 31, 2023, and a net decrease of $8 million for the nine months ended September 30, 2023.
Dominion Energy sponsors pension and other postretirement employee benefit plans that hold investments in trusts to fund employee benefit payments. Virginia Power employees participate in these plans. Differences between actual and expected returns on plan assets are accumulated and amortized during future periods. As such, any investment-related declines in these trusts will result in future increases in the net periodic cost recognized for such employee benefit plans and will be included in the determination of the amount of cash to be contributed to the employee benefit plans.
ITEM 4. CONTROLS AND PROCEDURES
Senior management of both Dominion Energy and Virginia Power, including Dominion Energy and Virginia Power’s CEO and CFO, evaluated the effectiveness of each company’s disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation process, each of Dominion Energy and Virginia Power’s CEO and CFO have concluded that each company’s disclosure controls and procedures are effective.
There were no changes that occurred during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, Dominion Energy or Virginia Power’s internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, the Companies are parties to various legal, environmental or other regulatory proceedings, including in the ordinary course of business. SEC regulations require disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that the Companies reasonably believe will exceed a specified threshold. Pursuant to the SEC regulations, the Companies use a threshold of $1 million for such proceedings.
See the following for discussions on various legal, environmental and other regulatory proceedings to which the Companies are a party, which information is incorporated herein by reference:
ITEM 1A. RISK FACTORS
The Companies’ businesses are influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond the Companies’ control. A number of these risk factors have been identified in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023, which should be taken into consideration when reviewing the information contained in this report. Other than the risk factors discussed below, there have been no material changes with regard to the risk factors previously disclosed in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2023. For other factors that may cause actual results to differ materially from those indicated in any forward-looking statement or projection contained in this report, see Forward-Looking Statements in MD&A in this report.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases of Equity Securities
Period
Total Number ofShares (or Units)Purchased(1)
AveragePrice Paidper Share(or Unit)(2)
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
Maximum Number (or Approximate Dollar Value) of Shares (or Units that May Yet Be Purchased under the Plans or Programs(3)
7/1/24 - 7/31/24
2,128
48.01
$ 0.92 billion
8/1/24 - 8/31/24
349
55.44
0.92 billion
9/1/24 - 9/30/24
7,881
57.43
10,358
55.42
ITEM 5. OTHER INFORMATION
During the last fiscal quarter, none of the Companies’ directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
ITEM 6. EXHIBITS
Exhibit
Description
3.1.a
Dominion Energy, Inc. Amended and Restated Articles of Incorporation, dated as of September 2, 2022 (Exhibit 3.1, Form 8-K filed September 2, 2022, File No.1-8489).
3.1.b
Virginia Electric and Power Company Amended and Restated Articles of Incorporation, as in effect on October 30, 2014 (Exhibit 3.1.b, Form 10-Q filed November 3, 2014, File No. 1-2255).
3.2.a
Dominion Energy, Inc. Bylaws, as amended and restated, effective February 21, 2024 (Exhibit 3.2.a, Form 10-K for the fiscal year ended December 31, 2023 filed February 21, 2024, File No. 1-8489).
3.2.b
Virginia Electric and Power Company Amended and Restated Bylaws, effective June 1, 2009 (Exhibit 3.1, Form 8-K filed June 3, 2009, File No. 1-2255).
Dominion Energy, Inc. and Virginia Electric and Power Company agree to furnish to the Securities and Exchange Commission upon request any other instrument with respect to long-term debt as to which the total amount of securities authorized does not exceed 10% of any of their total consolidated assets.
4.1
Senior Indenture, dated as of September 1, 2017, between Virginia Electric and Power Company and U.S. Bank National Association, as Trustee (Exhibit 4.1, Form 8-K filed September 13, 2017, File No.000-55337); First Supplemental Indenture, dated as of September 1, 2017 (Exhibit 4.2, Form 8-K filed September 13, 2017, File No.000-55337); Second Supplemental Indenture, dated as of March 1, 2018 (Exhibit 4.2, Form 8-K filed March 22, 2018, File No. 000-55337); Third Supplemental Indenture, dated as of November 1, 2018 (Exhibit 4.2, Form 8-K filed November 28, 2018, File No. 000-55337); Fourth Supplemental Indenture, dated as of July 1, 2019 (Exhibit 4.2, Form 8-K filed July 10, 2019, File No. 00-55337); Fifth Supplemental Indenture, dated as of December 1, 2019 (Exhibit 4.2, Form 8-K filed December 5, 2019, File No. 000-55337); Sixth Supplemental Indenture, dated as of December 1, 2020 (Exhibit 4.2, Form 8-K filed December 15, 2020, File No. 00-55337); Seventh Supplemental Indenture, dated as of November 1, 2021 (Exhibit 4.2, Form 8-K filed November 22, 2021, File No.000-55337); Eighth Supplemental Indenture, dated as of November 1, 2021 (Exhibit 4.3, Form 8-K filed November 22, 2021, File No.000-55337); Ninth Supplemental Indenture, dated as of January 1, 2022 (Exhibit 4.3, Form 8-K filed January 13, 2022, File No.000-55337); Tenth Supplemental Indenture, dated as of May 1, 2022 (Exhibit 4.2, Form 8-K filed May 31, 2022, File No. 000-55337); Eleventh Supplemental Indenture, dated as of May 1, 2022 (Exhibit 4.3, Form 8-K filed May 31, 2022, File No. 000-55337); Twelfth Supplemental Indenture, dated as of March 1, 2023 (Exhibit 4.2. Form 8-K filed March 30, 2023, File No. 000-55337); Thirteenth Supplemental Indenture, dated as of March 1, 2023 (Exhibit 4.3. Form 8-K filed March 30, 2023, File No. 000-55337); Fourteenth Supplemental Indenture, dated as of August 1, 2023 (Exhibit 4.2. Form 8-K filed August 10, 2023, File No. 000-55337); Fifteenth Supplemental Indenture, dated as of August 1, 2023 (Exhibit 4.3. Form 8-K filed August 10, 2023, File No. 000-55337); Sixteenth Supplemental Indenture, dated as of January 1, 2024 (Exhibit 4.2. Form 8-K filed January 8, 2024, File No. 000-55337); Seventeenth Supplemental Indenture, dated as of January 1, 2024 (Exhibit 4.3. Form 8-K filed January 8, 2024, File No. 000-55337); Eighteenth Supplemental Indenture, dated as of August 1, 2024 (Exhibit 4.2, Form 8-K filed August 12, 2024, File No. 000-55337); Nineteenth Supplemental Indenture, dated as of August 1, 2024 (Exhibit 4.3, Form 8-K filed August 12, 2024, File No. 000-55337).
10.1
Limited Liability Company Agreement of OSW Project LLC, dated as of October 22, 2024 (Exhibit 10.1, Form 8-K filed October 25, 2024, File No. 1-8489 and File No. 000-55337).
31.a
Certification by Chief Executive Officer of Dominion Energy, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.b
Certification by Chief Financial Officer of Dominion Energy, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.c
Certification by Chief Executive Officer of Virginia Electric and Power Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.d
Certification by Chief Financial Officer of Virginia Electric and Power Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.a
Certification to the Securities and Exchange Commission by Chief Executive Officer and Chief Financial Officer of Dominion Energy, Inc. as required by Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
32.b
Certification to the Securities and Exchange Commission by Chief Executive Officer and Chief Financial Officer of Virginia Electric and Power Company as required by Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
Condensed consolidated earnings statements (filed herewith).
The following financial statements from Dominion Energy, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed on November 1, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Equity, (v) Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements. The following financial statements from Virginia Electric and Power Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed on November 1, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Common Shareholder’s Equity (v) Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements.
Cover Page Interactive Data File formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
November 1, 2024
/s/ Michele L. Cardiff
Michele L. Cardiff
Senior Vice President, Controller and
Chief Accounting Officer