DOMINION ENERGY, INC (Form: 10-Q, Received: 11/06/2020 08:17:34)

false false Q3 Q3 0000715957 0000103682 --12-31 --12-31 P15Y P15Y 2000000 84000000 2021-10-31 P10Y P10Y 2020-06-30 2022-06-30 P1Y P1Y 2000000 0 0 P3M P1Y P1Y P1Y P1Y P3M P1Y P1Y P1Y P1Y 2 1 1 0.19 5 3 5 6 0.61 4 3 5 6 0.61 4 2 1 1 0.19 5 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Expected 2022 us-gaap:AccountingStandardsUpdate201613Member 0000715957 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember 2020-01-01 2020-09-30 0000715957 us-gaap:CommonStockMember 2020-01-01 2020-09-30 0000715957 d:TwoThousandAndSixteenSeriesAFivePointTwoFivePercentageEnhancedJuniorSubordinatedNotesMember 2020-01-01 2020-09-30 0000715957 d:TwoThousandAndNineteenSeriesACorporateUnitsMember 2020-01-01 2020-09-30 xbrli:shares 0000715957 2020-10-16 0000715957 d:VirginiaElectricAndPowerCompanyMember 2020-10-16 iso4217:USD 0000715957 2020-07-01 2020-09-30 0000715957 2019-07-01 2019-09-30 0000715957 2019-01-01 2019-09-30 iso4217:USD xbrli:shares 0000715957 2020-09-30 0000715957 2019-12-31 0000715957 d:SCANAMember 2020-09-30 0000715957 d:SCANAMember 2019-12-31 0000715957 us-gaap:PreferredStockMember 2019-06-30 0000715957 us-gaap:CommonStockMember 2019-06-30 0000715957 us-gaap:RetainedEarningsMember 2019-06-30 0000715957 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-06-30 0000715957 us-gaap:ParentMember 2019-06-30 0000715957 us-gaap:NoncontrollingInterestMember 2019-06-30 0000715957 2019-06-30 0000715957 us-gaap:RetainedEarningsMember 2019-07-01 2019-09-30 0000715957 us-gaap:ParentMember 2019-07-01 2019-09-30 0000715957 us-gaap:NoncontrollingInterestMember 2019-07-01 2019-09-30 0000715957 us-gaap:CommonStockMember 2019-07-01 2019-09-30 0000715957 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-07-01 2019-09-30 0000715957 us-gaap:PreferredStockMember 2019-09-30 0000715957 us-gaap:CommonStockMember 2019-09-30 0000715957 us-gaap:RetainedEarningsMember 2019-09-30 0000715957 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-09-30 0000715957 us-gaap:ParentMember 2019-09-30 0000715957 us-gaap:NoncontrollingInterestMember 2019-09-30 0000715957 2019-09-30 0000715957 us-gaap:PreferredStockMember 2020-06-30 0000715957 us-gaap:CommonStockMember 2020-06-30 0000715957 us-gaap:RetainedEarningsMember 2020-06-30 0000715957 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-06-30 0000715957 us-gaap:ParentMember 2020-06-30 0000715957 us-gaap:NoncontrollingInterestMember 2020-06-30 0000715957 2020-06-30 0000715957 us-gaap:RetainedEarningsMember 2020-07-01 2020-09-30 0000715957 us-gaap:ParentMember 2020-07-01 2020-09-30 0000715957 us-gaap:NoncontrollingInterestMember 2020-07-01 2020-09-30 0000715957 us-gaap:CommonStockMember 2020-07-01 2020-09-30 0000715957 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-07-01 2020-09-30 0000715957 us-gaap:PreferredStockMember 2020-09-30 0000715957 us-gaap:CommonStockMember 2020-09-30 0000715957 us-gaap:RetainedEarningsMember 2020-09-30 0000715957 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-09-30 0000715957 us-gaap:ParentMember 2020-09-30 0000715957 us-gaap:NoncontrollingInterestMember 2020-09-30 0000715957 us-gaap:PreferredStockMember 2018-12-31 0000715957 us-gaap:CommonStockMember 2018-12-31 0000715957 us-gaap:RetainedEarningsMember 2018-12-31 0000715957 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-12-31 0000715957 us-gaap:ParentMember 2018-12-31 0000715957 us-gaap:NoncontrollingInterestMember 2018-12-31 0000715957 2018-12-31 0000715957 us-gaap:RetainedEarningsMember 2019-01-01 2019-09-30 0000715957 us-gaap:ParentMember 2019-01-01 2019-09-30 0000715957 us-gaap:NoncontrollingInterestMember 2019-01-01 2019-09-30 0000715957 us-gaap:PreferredStockMember 2019-01-01 2019-09-30 0000715957 us-gaap:CommonStockMember 2019-01-01 2019-09-30 0000715957 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-01-01 2019-09-30 0000715957 us-gaap:PreferredStockMember 2019-12-31 0000715957 us-gaap:CommonStockMember 2019-12-31 0000715957 us-gaap:RetainedEarningsMember 2019-12-31 0000715957 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-12-31 0000715957 us-gaap:ParentMember 2019-12-31 0000715957 us-gaap:NoncontrollingInterestMember 2019-12-31 0000715957 us-gaap:RetainedEarningsMember srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember 2019-12-31 0000715957 us-gaap:ParentMember srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember 2019-12-31 0000715957 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember 2019-12-31 0000715957 us-gaap:RetainedEarningsMember 2020-01-01 2020-09-30 0000715957 us-gaap:ParentMember 2020-01-01 2020-09-30 0000715957 us-gaap:NoncontrollingInterestMember 2020-01-01 2020-09-30 0000715957 us-gaap:CommonStockMember 2020-01-01 2020-09-30 0000715957 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember 2020-07-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember 2019-07-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember 2019-01-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember 2019-12-31 0000715957 us-gaap:CommonStockMember d:VirginiaElectricAndPowerCompanyMember 2019-06-30 0000715957 us-gaap:AdditionalPaidInCapitalMember d:VirginiaElectricAndPowerCompanyMember 2019-06-30 0000715957 us-gaap:RetainedEarningsMember d:VirginiaElectricAndPowerCompanyMember 2019-06-30 0000715957 us-gaap:AccumulatedOtherComprehensiveIncomeMember d:VirginiaElectricAndPowerCompanyMember 2019-06-30 0000715957 d:VirginiaElectricAndPowerCompanyMember 2019-06-30 0000715957 us-gaap:RetainedEarningsMember d:VirginiaElectricAndPowerCompanyMember 2019-07-01 2019-09-30 0000715957 us-gaap:AccumulatedOtherComprehensiveIncomeMember d:VirginiaElectricAndPowerCompanyMember 2019-07-01 2019-09-30 0000715957 us-gaap:CommonStockMember d:VirginiaElectricAndPowerCompanyMember 2019-09-30 0000715957 us-gaap:AdditionalPaidInCapitalMember d:VirginiaElectricAndPowerCompanyMember 2019-09-30 0000715957 us-gaap:RetainedEarningsMember d:VirginiaElectricAndPowerCompanyMember 2019-09-30 0000715957 us-gaap:AccumulatedOtherComprehensiveIncomeMember d:VirginiaElectricAndPowerCompanyMember 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember 2019-09-30 0000715957 us-gaap:CommonStockMember d:VirginiaElectricAndPowerCompanyMember 2020-06-30 0000715957 us-gaap:AdditionalPaidInCapitalMember d:VirginiaElectricAndPowerCompanyMember 2020-06-30 0000715957 us-gaap:RetainedEarningsMember d:VirginiaElectricAndPowerCompanyMember 2020-06-30 0000715957 us-gaap:AccumulatedOtherComprehensiveIncomeMember d:VirginiaElectricAndPowerCompanyMember 2020-06-30 0000715957 d:VirginiaElectricAndPowerCompanyMember 2020-06-30 0000715957 us-gaap:RetainedEarningsMember d:VirginiaElectricAndPowerCompanyMember 2020-07-01 2020-09-30 0000715957 us-gaap:AccumulatedOtherComprehensiveIncomeMember d:VirginiaElectricAndPowerCompanyMember 2020-07-01 2020-09-30 0000715957 us-gaap:CommonStockMember d:VirginiaElectricAndPowerCompanyMember 2020-09-30 0000715957 us-gaap:AdditionalPaidInCapitalMember d:VirginiaElectricAndPowerCompanyMember 2020-09-30 0000715957 us-gaap:RetainedEarningsMember d:VirginiaElectricAndPowerCompanyMember 2020-09-30 0000715957 us-gaap:AccumulatedOtherComprehensiveIncomeMember d:VirginiaElectricAndPowerCompanyMember 2020-09-30 0000715957 us-gaap:CommonStockMember d:VirginiaElectricAndPowerCompanyMember 2018-12-31 0000715957 us-gaap:AdditionalPaidInCapitalMember d:VirginiaElectricAndPowerCompanyMember 2018-12-31 0000715957 us-gaap:RetainedEarningsMember d:VirginiaElectricAndPowerCompanyMember 2018-12-31 0000715957 us-gaap:AccumulatedOtherComprehensiveIncomeMember d:VirginiaElectricAndPowerCompanyMember 2018-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember 2018-12-31 0000715957 us-gaap:RetainedEarningsMember d:VirginiaElectricAndPowerCompanyMember 2019-01-01 2019-09-30 0000715957 us-gaap:AccumulatedOtherComprehensiveIncomeMember d:VirginiaElectricAndPowerCompanyMember 2019-01-01 2019-09-30 0000715957 us-gaap:CommonStockMember d:VirginiaElectricAndPowerCompanyMember 2019-12-31 0000715957 us-gaap:AdditionalPaidInCapitalMember d:VirginiaElectricAndPowerCompanyMember 2019-12-31 0000715957 us-gaap:RetainedEarningsMember d:VirginiaElectricAndPowerCompanyMember 2019-12-31 0000715957 us-gaap:AccumulatedOtherComprehensiveIncomeMember d:VirginiaElectricAndPowerCompanyMember 2019-12-31 0000715957 us-gaap:RetainedEarningsMember d:VirginiaElectricAndPowerCompanyMember 2020-01-01 2020-09-30 0000715957 us-gaap:AccumulatedOtherComprehensiveIncomeMember d:VirginiaElectricAndPowerCompanyMember 2020-01-01 2020-09-30 0000715957 d:SCANAMember 2020-01-01 2020-09-30 0000715957 d:DominionEnergyGasHoldingsLLCMember d:GasTransmissionAndStorageMember 2020-01-01 2020-09-30 0000715957 d:DominionEnergyAndVirginiaElectricAndPowerCompanyMember 2020-01-01 2020-09-30 0000715957 d:DominionEnergyMember 2020-01-01 2020-09-30 d:Segment xbrli:pure 0000715957 d:FourBrothersAndThreeCedarsMember 2020-09-30 0000715957 d:FourBrothersAndThreeCedarsMember d:DominionEnergyMidstreamPartnersLPMember d:TerraNovaRenewablePartnersMember d:MerchantSolarProjectsMember 2020-09-30 0000715957 d:DominionCovePointLNGLPMember d:BrookfieldMember 2020-09-30 0000715957 d:DominionEnergyMidstreamPartnersLPMember d:TerraNovaRenewablePartnersMember d:MerchantSolarProjectsMember us-gaap:CallOptionMember 2020-09-30 0000715957 d:CurrentAssetsHeldForSaleMember 2020-09-30 0000715957 d:CurrentAssetsHeldForSaleMember 2019-09-30 0000715957 d:CurrentAssetsHeldForSaleMember 2019-12-31 0000715957 d:CurrentAssetsHeldForSaleMember 2018-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember d:ImpairmentOfAssetsAndOtherChargesMember 2019-01-01 2019-01-31 0000715957 d:VirginiaElectricAndPowerCompanyMember d:ImpairmentOfAssetsAndOtherChargesMember 2019-03-01 2019-03-31 0000715957 d:VirginiaElectricAndPowerCompanyMember d:ImpairmentOfAssetsAndOtherChargesMember 2019-05-01 2019-05-31 0000715957 d:VirginiaElectricAndPowerCompanyMember d:ImpairmentOfAssetsAndOtherChargesMember 2020-03-01 2020-03-31 0000715957 d:VirginiaElectricAndPowerCompanyMember d:ImpairmentOfAssetsAndOtherChargesMember 2019-09-01 2019-09-30 0000715957 d:ImpairmentOfAssetsAndOtherChargesMember 2019-09-01 2019-09-30 utr:MW 0000715957 d:VirginiaElectricAndPowerCompanyMember 2019-03-01 2019-03-31 d:Facility 0000715957 d:VirginiaElectricAndPowerCompanyMember d:ElectricGenerationFacilitiesMember 2020-04-01 2020-06-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:ChangeInDepreciationRatesFromNewDepreciationStudyMember 2020-07-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:ChangeInDepreciationRatesFromNewDepreciationStudyMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:ElectricGenerationEquipmentMember d:ChangeInDepreciationRatesFromNewDepreciationStudyMember srt:ScenarioForecastMember 2020-01-01 2020-12-31 0000715957 d:ChangeInDepreciationRatesFromNewDepreciationStudyMember 2020-07-01 2020-09-30 0000715957 d:ChangeInDepreciationRatesFromNewDepreciationStudyMember 2020-01-01 2020-09-30 0000715957 us-gaap:ElectricGenerationEquipmentMember d:ChangeInDepreciationRatesFromNewDepreciationStudyMember srt:ScenarioForecastMember 2020-01-01 2020-12-31 0000715957 2020-04-01 2020-06-30 0000715957 d:SCANAMember 2019-01-01 2019-01-31 0000715957 d:SCANAMember 2019-01-31 0000715957 d:SCANAMember d:DominionEnergySouthCarolinaIncMember 2019-01-01 2019-03-31 0000715957 d:SCANAMember d:DominionEnergySouthCarolinaIncMember 2019-03-31 0000715957 d:SCANAMember d:DominionEnergySouthCarolinaIncMember 2019-01-01 2019-09-30 0000715957 d:SCANAMember d:NNDProjectMember 2019-01-31 0000715957 d:SCANAMember d:NNDProjectMember 2019-01-01 2019-09-30 0000715957 d:SCANAMember d:NNDProjectMember d:DominionEnergySouthCarolinaIncMember 2019-09-30 0000715957 d:SCANAMember d:NNDProjectMember d:DominionEnergySouthCarolinaIncMember 2019-01-01 2019-09-30 0000715957 d:SCANAMember 2020-07-01 2020-09-30 0000715957 d:SCANAMember 2019-07-01 2019-09-30 0000715957 d:SCANAMember 2019-01-01 2019-09-30 0000715957 d:SCANAMember d:OtherOperationsAndMaintenanceExpenseMember d:DominionEnergyMember 2020-07-01 2020-09-30 0000715957 d:SCANAMember d:OtherOperationsAndMaintenanceExpenseMember d:DominionEnergyMember 2019-07-01 2019-09-30 0000715957 d:SCANAMember d:OtherOperationsAndMaintenanceExpenseMember d:DominionEnergyMember 2020-01-01 2020-09-30 0000715957 d:SCANAMember d:OtherOperationsAndMaintenanceExpenseMember d:DominionEnergyMember 2019-01-01 2019-09-30 0000715957 d:SCANAMember d:DominionEnergyMember 2020-07-01 2020-09-30 0000715957 d:SCANAMember d:DominionEnergyMember 2019-07-01 2019-09-30 0000715957 d:SCANAMember d:DominionEnergyMember 2020-01-01 2020-09-30 0000715957 d:SCANAMember d:DominionEnergyMember 2019-01-01 2019-09-30 0000715957 d:SCANAMember d:DominionEnergyMember d:VoluntaryRetirementProgramMember 2019-07-01 2019-09-30 0000715957 d:SCANAMember d:DominionEnergyMember d:VoluntaryRetirementProgramMember 2019-01-01 2019-09-30 0000715957 d:SCANAMember d:InterestAndRelatedChargesMember d:DominionEnergyMember 2019-01-01 2019-09-30 0000715957 d:SCANAMember d:InterestAndRelatedChargesMember d:DominionEnergyMember srt:MaximumMember 2019-07-01 2019-09-30 0000715957 d:DominionEnergyGasHoldingsLLCMember d:GasTransmissionAndStorageMember d:BerkshireHathawayEnergyCompanyMember 2020-07-31 0000715957 d:DominionEnergyGasHoldingsLLCMember d:GasTransmissionAndStorageMember d:BerkshireHathawayEnergyCompanyMember us-gaap:GeneralPartnerMember 2020-07-31 0000715957 d:DominionEnergyGasHoldingsLLCMember d:GasTransmissionAndStorageMember d:BerkshireHathawayEnergyCompanyMember us-gaap:LimitedPartnerMember 2020-07-31 0000715957 d:DominionEnergyGasHoldingsLLCMember d:GasTransmissionAndStorageMember d:BerkshireHathawayEnergyCompanyMember us-gaap:SubsequentEventMember d:DominionEnergyQuestarPipelineMember 2020-10-31 0000715957 d:DominionEnergyGasHoldingsLLCMember d:BerkshireHathawayEnergyCompanyMember us-gaap:SubsequentEventMember d:GasTransmissionAndStorageMember 2020-11-30 0000715957 d:DominionEnergyGasHoldingsLLCMember d:BerkshireHathawayEnergyCompanyMember us-gaap:SubsequentEventMember d:GasTransmissionAndStorageMember 2020-11-30 2020-11-30 0000715957 d:QPipeTransactionsMember d:BerkshireHathawayEnergyCompanyMember d:DominionEnergyGasHoldingsLLCMember us-gaap:SubsequentEventMember d:DominionEnergyQuestarPipelineMember 2020-11-01 0000715957 d:QPipeTransactionsMember d:BerkshireHathawayEnergyCompanyMember 2020-09-30 0000715957 d:GasTransmissionAndStorageMember d:BerkshireHathawayEnergyCompanyMember d:DominionEnergyQuestarPipelineMember 2020-01-01 2020-09-30 0000715957 d:DominionEnergyGasHoldingsLLCMember d:GasTransmissionAndStorageMember d:BerkshireHathawayEnergyCompanyMember 2020-09-30 0000715957 d:DominionEnergyGasHoldingsLLCMember d:GasTransmissionAndStorageMember 2020-07-01 2020-09-30 0000715957 d:DominionEnergyGasHoldingsLLCMember d:QPipeTransactionsMember 2020-07-01 2020-09-30 0000715957 d:DominionEnergyGasHoldingsLLCMember d:GasTransmissionAndStorageMember 2019-07-01 2019-09-30 0000715957 d:DominionEnergyGasHoldingsLLCMember d:QPipeTransactionsMember 2019-07-01 2019-09-30 0000715957 d:DominionEnergyGasHoldingsLLCMember d:QPipeTransactionsMember 2020-01-01 2020-09-30 0000715957 d:DominionEnergyGasHoldingsLLCMember d:GasTransmissionAndStorageMember 2019-01-01 2019-09-30 0000715957 d:DominionEnergyGasHoldingsLLCMember d:QPipeTransactionsMember 2019-01-01 2019-09-30 0000715957 d:SupplyHeaderProjectMember d:GasTransmissionAndStorageMember 2020-04-01 2020-06-30 0000715957 d:AtlanticCoastPipelineProjectMember d:GasTransmissionAndStorageMember 2020-06-30 0000715957 d:GasTransmissionAndStorageMember 2020-07-01 2020-09-30 0000715957 d:DominionEnergyGasHoldingsLLCMember d:GasTransmissionAndStorageMember 2020-09-30 0000715957 d:DominionEnergyGasHoldingsLLCMember d:QPipeTransactionsMember 2020-09-30 0000715957 d:DominionEnergyGasHoldingsLLCMember d:GasTransmissionAndStorageMember 2019-12-31 0000715957 d:DominionEnergyGasHoldingsLLCMember d:QPipeTransactionsMember 2019-12-31 0000715957 d:DominionEnergyGasHoldingsLLCMember d:GasTransmissionAndStorageMember d:SupplyHeaderProjectMember 2020-09-30 0000715957 us-gaap:SubsequentEventMember d:GasTransmissionAndStorageMember 2020-10-31 0000715957 d:ResidentialMember us-gaap:ElectricityUsRegulatedMember 2020-07-01 2020-09-30 0000715957 d:ResidentialMember us-gaap:ElectricityUsRegulatedMember 2019-07-01 2019-09-30 0000715957 d:ResidentialMember us-gaap:ElectricityUsRegulatedMember 2020-01-01 2020-09-30 0000715957 d:ResidentialMember us-gaap:ElectricityUsRegulatedMember 2019-01-01 2019-09-30 0000715957 d:CommercialMember us-gaap:ElectricityUsRegulatedMember 2020-07-01 2020-09-30 0000715957 d:CommercialMember us-gaap:ElectricityUsRegulatedMember 2019-07-01 2019-09-30 0000715957 d:CommercialMember us-gaap:ElectricityUsRegulatedMember 2020-01-01 2020-09-30 0000715957 d:CommercialMember us-gaap:ElectricityUsRegulatedMember 2019-01-01 2019-09-30 0000715957 d:IndustrialMember us-gaap:ElectricityUsRegulatedMember 2020-07-01 2020-09-30 0000715957 d:IndustrialMember us-gaap:ElectricityUsRegulatedMember 2019-07-01 2019-09-30 0000715957 d:IndustrialMember us-gaap:ElectricityUsRegulatedMember 2020-01-01 2020-09-30 0000715957 d:IndustrialMember us-gaap:ElectricityUsRegulatedMember 2019-01-01 2019-09-30 0000715957 d:GovernmentAndOtherRetailMember us-gaap:ElectricityUsRegulatedMember 2020-07-01 2020-09-30 0000715957 d:GovernmentAndOtherRetailMember us-gaap:ElectricityUsRegulatedMember 2019-07-01 2019-09-30 0000715957 d:GovernmentAndOtherRetailMember us-gaap:ElectricityUsRegulatedMember 2020-01-01 2020-09-30 0000715957 d:GovernmentAndOtherRetailMember us-gaap:ElectricityUsRegulatedMember 2019-01-01 2019-09-30 0000715957 d:WholesaleMember us-gaap:ElectricityUsRegulatedMember 2020-07-01 2020-09-30 0000715957 d:WholesaleMember us-gaap:ElectricityUsRegulatedMember 2019-07-01 2019-09-30 0000715957 d:WholesaleMember us-gaap:ElectricityUsRegulatedMember 2020-01-01 2020-09-30 0000715957 d:WholesaleMember us-gaap:ElectricityUsRegulatedMember 2019-01-01 2019-09-30 0000715957 d:NonregulatedElectricitySalesMember 2020-07-01 2020-09-30 0000715957 d:NonregulatedElectricitySalesMember 2019-07-01 2019-09-30 0000715957 d:NonregulatedElectricitySalesMember 2020-01-01 2020-09-30 0000715957 d:NonregulatedElectricitySalesMember 2019-01-01 2019-09-30 0000715957 d:ResidentialMember d:RegulatedGasSalesMember 2020-07-01 2020-09-30 0000715957 d:ResidentialMember d:RegulatedGasSalesMember 2019-07-01 2019-09-30 0000715957 d:ResidentialMember d:RegulatedGasSalesMember 2020-01-01 2020-09-30 0000715957 d:ResidentialMember d:RegulatedGasSalesMember 2019-01-01 2019-09-30 0000715957 d:CommercialMember d:RegulatedGasSalesMember 2020-07-01 2020-09-30 0000715957 d:CommercialMember d:RegulatedGasSalesMember 2019-07-01 2019-09-30 0000715957 d:CommercialMember d:RegulatedGasSalesMember 2020-01-01 2020-09-30 0000715957 d:CommercialMember d:RegulatedGasSalesMember 2019-01-01 2019-09-30 0000715957 d:OtherMember d:RegulatedGasSalesMember 2020-07-01 2020-09-30 0000715957 d:OtherMember d:RegulatedGasSalesMember 2019-07-01 2019-09-30 0000715957 d:OtherMember d:RegulatedGasSalesMember 2020-01-01 2020-09-30 0000715957 d:OtherMember d:RegulatedGasSalesMember 2019-01-01 2019-09-30 0000715957 d:NonregulatedGasOperationsMember 2020-07-01 2020-09-30 0000715957 d:NonregulatedGasOperationsMember 2019-07-01 2019-09-30 0000715957 d:NonregulatedGasOperationsMember 2020-01-01 2020-09-30 0000715957 d:NonregulatedGasOperationsMember 2019-01-01 2019-09-30 0000715957 d:RegulatedGasTransportationAndStorageMember 2020-07-01 2020-09-30 0000715957 d:RegulatedGasTransportationAndStorageMember 2019-07-01 2019-09-30 0000715957 d:RegulatedGasTransportationAndStorageMember 2020-01-01 2020-09-30 0000715957 d:RegulatedGasTransportationAndStorageMember 2019-01-01 2019-09-30 0000715957 d:OtherRegulatedRevenuesMember 2020-07-01 2020-09-30 0000715957 d:OtherRegulatedRevenuesMember 2019-07-01 2019-09-30 0000715957 d:OtherRegulatedRevenuesMember 2020-01-01 2020-09-30 0000715957 d:OtherRegulatedRevenuesMember 2019-01-01 2019-09-30 0000715957 d:OtherNonregulatedRevenuesMember 2020-07-01 2020-09-30 0000715957 d:OtherNonregulatedRevenuesMember 2019-07-01 2019-09-30 0000715957 d:OtherNonregulatedRevenuesMember 2020-01-01 2020-09-30 0000715957 d:OtherNonregulatedRevenuesMember 2019-01-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:ResidentialMember us-gaap:ElectricityUsRegulatedMember 2020-07-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:ResidentialMember us-gaap:ElectricityUsRegulatedMember 2019-07-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:ResidentialMember us-gaap:ElectricityUsRegulatedMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:ResidentialMember us-gaap:ElectricityUsRegulatedMember 2019-01-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:CommercialMember us-gaap:ElectricityUsRegulatedMember 2020-07-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:CommercialMember us-gaap:ElectricityUsRegulatedMember 2019-07-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:CommercialMember us-gaap:ElectricityUsRegulatedMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:CommercialMember us-gaap:ElectricityUsRegulatedMember 2019-01-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:IndustrialMember us-gaap:ElectricityUsRegulatedMember 2020-07-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:IndustrialMember us-gaap:ElectricityUsRegulatedMember 2019-07-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:IndustrialMember us-gaap:ElectricityUsRegulatedMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:IndustrialMember us-gaap:ElectricityUsRegulatedMember 2019-01-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:GovernmentAndOtherRetailMember us-gaap:ElectricityUsRegulatedMember 2020-07-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:GovernmentAndOtherRetailMember us-gaap:ElectricityUsRegulatedMember 2019-07-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:GovernmentAndOtherRetailMember us-gaap:ElectricityUsRegulatedMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:GovernmentAndOtherRetailMember us-gaap:ElectricityUsRegulatedMember 2019-01-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:WholesaleMember us-gaap:ElectricityUsRegulatedMember 2020-07-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:WholesaleMember us-gaap:ElectricityUsRegulatedMember 2019-07-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:WholesaleMember us-gaap:ElectricityUsRegulatedMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:WholesaleMember us-gaap:ElectricityUsRegulatedMember 2019-01-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:OtherRegulatedRevenuesMember 2020-07-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:OtherRegulatedRevenuesMember 2019-07-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:OtherRegulatedRevenuesMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:OtherRegulatedRevenuesMember 2019-01-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:OtherNonregulatedRevenuesMember 2020-07-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:OtherNonregulatedRevenuesMember 2019-07-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:OtherNonregulatedRevenuesMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:OtherNonregulatedRevenuesMember 2019-01-01 2019-09-30 0000715957 us-gaap:NaturalGasMidstreamMember us-gaap:TransferredAtPointInTimeMember 2020-07-01 2020-09-30 0000715957 us-gaap:NaturalGasMidstreamMember us-gaap:TransferredAtPointInTimeMember 2019-07-01 2019-09-30 0000715957 us-gaap:NaturalGasMidstreamMember us-gaap:TransferredAtPointInTimeMember 2020-01-01 2020-09-30 0000715957 us-gaap:NaturalGasMidstreamMember us-gaap:TransferredAtPointInTimeMember 2019-01-01 2019-09-30 0000715957 d:RenewableEnergyInvestmentTaxCreditsMember 2020-07-01 2020-09-30 0000715957 d:RenewableEnergyInvestmentTaxCreditsMember 2019-07-01 2019-09-30 0000715957 d:RenewableEnergyInvestmentTaxCreditsMember 2020-01-01 2020-09-30 0000715957 d:RenewableEnergyInvestmentTaxCreditsMember 2019-01-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:RenewableEnergyInvestmentTaxCreditsMember 2020-07-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:RenewableEnergyInvestmentTaxCreditsMember 2019-07-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:RenewableEnergyInvestmentTaxCreditsMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:RenewableEnergyInvestmentTaxCreditsMember 2019-01-01 2019-09-30 0000715957 d:GasTransmissionAndStorageMember 2020-01-01 2020-09-30 0000715957 d:AlternativeRevenueProgramsMember 2020-07-01 2020-09-30 0000715957 d:AlternativeRevenueProgramsMember 2019-07-01 2019-09-30 0000715957 d:AlternativeRevenueProgramsMember 2020-01-01 2020-09-30 0000715957 d:AlternativeRevenueProgramsMember 2019-01-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:AlternativeRevenueProgramsMember 2020-07-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:AlternativeRevenueProgramsMember 2019-07-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:AlternativeRevenueProgramsMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:AlternativeRevenueProgramsMember 2019-01-01 2019-09-30 0000715957 2020-01-01 2020-09-30 0000715957 2021-01-01 2020-09-30 0000715957 2022-01-01 2020-09-30 0000715957 2023-01-01 2020-09-30 0000715957 2024-01-01 2020-09-30 0000715957 2025-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember 2021-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember 2022-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember 2023-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember 2024-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember 2025-01-01 2020-09-30 0000715957 d:OtherCurrentLiabilitiesAndOtherDeferredCreditsAndOtherLiabilitiesMember 2020-09-30 0000715957 d:OtherCurrentLiabilitiesAndOtherDeferredCreditsAndOtherLiabilitiesMember 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember d:OtherCurrentLiabilitiesAndOtherDeferredCreditsAndOtherLiabilitiesMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:OtherCurrentLiabilitiesAndOtherDeferredCreditsAndOtherLiabilitiesMember 2019-12-31 0000715957 2017-01-01 2017-12-31 0000715957 us-gaap:SegmentDiscontinuedOperationsMember 2020-01-01 2020-09-30 0000715957 us-gaap:SegmentDiscontinuedOperationsMember 2019-01-01 2019-09-30 0000715957 us-gaap:SegmentDiscontinuedOperationsMember d:AtlanticCoastPipelineLLCMember d:SupplyHeaderProjectMember 2020-01-01 2020-09-30 0000715957 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2020-06-30 0000715957 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2020-06-30 0000715957 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2020-06-30 0000715957 d:OtherComprehensiveIncomeLossFromEquityMethodInvesteesMember 2020-06-30 0000715957 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2020-07-01 2020-09-30 0000715957 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2020-07-01 2020-09-30 0000715957 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2020-07-01 2020-09-30 0000715957 d:OtherComprehensiveIncomeLossFromEquityMethodInvesteesMember 2020-07-01 2020-09-30 0000715957 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2020-09-30 0000715957 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2020-09-30 0000715957 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2020-09-30 0000715957 d:OtherComprehensiveIncomeLossFromEquityMethodInvesteesMember 2020-09-30 0000715957 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2019-06-30 0000715957 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2019-06-30 0000715957 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2019-06-30 0000715957 d:OtherComprehensiveIncomeLossFromEquityMethodInvesteesMember 2019-06-30 0000715957 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2019-07-01 2019-09-30 0000715957 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2019-07-01 2019-09-30 0000715957 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2019-07-01 2019-09-30 0000715957 d:OtherComprehensiveIncomeLossFromEquityMethodInvesteesMember 2019-07-01 2019-09-30 0000715957 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2019-09-30 0000715957 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2019-09-30 0000715957 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2019-09-30 0000715957 d:OtherComprehensiveIncomeLossFromEquityMethodInvesteesMember 2019-09-30 0000715957 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2019-12-31 0000715957 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2019-12-31 0000715957 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2019-12-31 0000715957 d:OtherComprehensiveIncomeLossFromEquityMethodInvesteesMember 2019-12-31 0000715957 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2020-01-01 2020-09-30 0000715957 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2020-01-01 2020-09-30 0000715957 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2020-01-01 2020-09-30 0000715957 d:OtherComprehensiveIncomeLossFromEquityMethodInvesteesMember 2020-01-01 2020-09-30 0000715957 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2018-12-31 0000715957 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2018-12-31 0000715957 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2018-12-31 0000715957 d:OtherComprehensiveIncomeLossFromEquityMethodInvesteesMember 2018-12-31 0000715957 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2019-01-01 2019-09-30 0000715957 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2019-01-01 2019-09-30 0000715957 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2019-01-01 2019-09-30 0000715957 d:OtherComprehensiveIncomeLossFromEquityMethodInvesteesMember 2019-01-01 2019-09-30 0000715957 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:CommodityContractMember us-gaap:FairValueHedgingMember 2020-07-01 2020-09-30 0000715957 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:InterestRateContractMember us-gaap:FairValueHedgingMember 2020-07-01 2020-09-30 0000715957 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:ForeignExchangeContractMember us-gaap:FairValueHedgingMember 2020-07-01 2020-09-30 0000715957 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:FairValueHedgingMember 2020-07-01 2020-09-30 0000715957 us-gaap:AccumulatedNetInvestmentGainLossIncludingPortionAttributableToNoncontrollingInterestMember us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember 2020-07-01 2020-09-30 0000715957 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceIncludingPortionAttributableToNoncontrollingInterestMember us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember 2020-07-01 2020-09-30 0000715957 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetGainLossIncludingPortionAttributableToNoncontrollingInterestMember us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember 2020-07-01 2020-09-30 0000715957 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember 2020-07-01 2020-09-30 0000715957 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:CommodityContractMember us-gaap:FairValueHedgingMember 2019-07-01 2019-09-30 0000715957 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:InterestRateContractMember us-gaap:FairValueHedgingMember 2019-07-01 2019-09-30 0000715957 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:ForeignExchangeContractMember us-gaap:FairValueHedgingMember 2019-07-01 2019-09-30 0000715957 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:FairValueHedgingMember 2019-07-01 2019-09-30 0000715957 us-gaap:AccumulatedNetInvestmentGainLossIncludingPortionAttributableToNoncontrollingInterestMember us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember 2019-07-01 2019-09-30 0000715957 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceIncludingPortionAttributableToNoncontrollingInterestMember us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember 2019-07-01 2019-09-30 0000715957 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetGainLossIncludingPortionAttributableToNoncontrollingInterestMember us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember 2019-07-01 2019-09-30 0000715957 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember 2019-07-01 2019-09-30 0000715957 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:CommodityContractMember us-gaap:FairValueHedgingMember 2020-01-01 2020-09-30 0000715957 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:InterestRateContractMember us-gaap:FairValueHedgingMember 2020-01-01 2020-09-30 0000715957 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:ForeignExchangeContractMember us-gaap:FairValueHedgingMember 2020-01-01 2020-09-30 0000715957 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:FairValueHedgingMember 2020-01-01 2020-09-30 0000715957 us-gaap:AccumulatedNetInvestmentGainLossIncludingPortionAttributableToNoncontrollingInterestMember us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember 2020-01-01 2020-09-30 0000715957 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceIncludingPortionAttributableToNoncontrollingInterestMember us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember 2020-01-01 2020-09-30 0000715957 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetGainLossIncludingPortionAttributableToNoncontrollingInterestMember us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember 2020-01-01 2020-09-30 0000715957 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember 2020-01-01 2020-09-30 0000715957 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:CommodityContractMember us-gaap:FairValueHedgingMember 2019-01-01 2019-09-30 0000715957 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:InterestRateContractMember us-gaap:FairValueHedgingMember 2019-01-01 2019-09-30 0000715957 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:ForeignExchangeContractMember us-gaap:FairValueHedgingMember 2019-01-01 2019-09-30 0000715957 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:FairValueHedgingMember 2019-01-01 2019-09-30 0000715957 us-gaap:AccumulatedNetInvestmentGainLossIncludingPortionAttributableToNoncontrollingInterestMember us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember 2019-01-01 2019-09-30 0000715957 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceIncludingPortionAttributableToNoncontrollingInterestMember us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember 2019-01-01 2019-09-30 0000715957 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetGainLossIncludingPortionAttributableToNoncontrollingInterestMember us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember 2019-01-01 2019-09-30 0000715957 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember 2019-01-01 2019-09-30 0000715957 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember d:VirginiaElectricAndPowerCompanyMember 2020-06-30 0000715957 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember d:VirginiaElectricAndPowerCompanyMember 2020-06-30 0000715957 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember d:VirginiaElectricAndPowerCompanyMember 2020-07-01 2020-09-30 0000715957 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember d:VirginiaElectricAndPowerCompanyMember 2020-07-01 2020-09-30 0000715957 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember d:VirginiaElectricAndPowerCompanyMember 2020-09-30 0000715957 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember d:VirginiaElectricAndPowerCompanyMember 2020-09-30 0000715957 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember d:VirginiaElectricAndPowerCompanyMember 2019-06-30 0000715957 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember d:VirginiaElectricAndPowerCompanyMember 2019-06-30 0000715957 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember d:VirginiaElectricAndPowerCompanyMember 2019-07-01 2019-09-30 0000715957 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember d:VirginiaElectricAndPowerCompanyMember 2019-07-01 2019-09-30 0000715957 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember d:VirginiaElectricAndPowerCompanyMember 2019-09-30 0000715957 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember d:VirginiaElectricAndPowerCompanyMember 2019-09-30 0000715957 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember d:VirginiaElectricAndPowerCompanyMember 2019-12-31 0000715957 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember d:VirginiaElectricAndPowerCompanyMember 2019-12-31 0000715957 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember d:VirginiaElectricAndPowerCompanyMember 2020-01-01 2020-09-30 0000715957 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember d:VirginiaElectricAndPowerCompanyMember 2020-01-01 2020-09-30 0000715957 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember d:VirginiaElectricAndPowerCompanyMember 2018-12-31 0000715957 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember d:VirginiaElectricAndPowerCompanyMember 2018-12-31 0000715957 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember d:VirginiaElectricAndPowerCompanyMember 2019-01-01 2019-09-30 0000715957 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember d:VirginiaElectricAndPowerCompanyMember 2019-01-01 2019-09-30 0000715957 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember d:VirginiaElectricAndPowerCompanyMember us-gaap:InterestRateContractMember 2020-07-01 2020-09-30 0000715957 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember d:VirginiaElectricAndPowerCompanyMember 2020-07-01 2020-09-30 0000715957 us-gaap:AccumulatedNetInvestmentGainLossIncludingPortionAttributableToNoncontrollingInterestMember us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember d:VirginiaElectricAndPowerCompanyMember 2020-07-01 2020-09-30 0000715957 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember d:VirginiaElectricAndPowerCompanyMember us-gaap:InterestRateContractMember 2020-01-01 2020-09-30 0000715957 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember d:VirginiaElectricAndPowerCompanyMember 2020-01-01 2020-09-30 0000715957 us-gaap:AccumulatedNetInvestmentGainLossIncludingPortionAttributableToNoncontrollingInterestMember us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember d:VirginiaElectricAndPowerCompanyMember 2020-01-01 2020-09-30 0000715957 us-gaap:IncomeApproachValuationTechniqueMember us-gaap:CommodityContractMember srt:NaturalGasReservesMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2020-09-30 0000715957 us-gaap:IncomeApproachValuationTechniqueMember d:FinancialTransmissionRightsMember us-gaap:CommodityContractMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2020-09-30 0000715957 us-gaap:MarketApproachValuationTechniqueMember us-gaap:CommodityOptionMember srt:NaturalGasReservesMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2020-09-30 0000715957 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2020-09-30 iso4217:USD utr:MMBTU 0000715957 us-gaap:IncomeApproachValuationTechniqueMember us-gaap:CommodityContractMember srt:MinimumMember us-gaap:DerivativeFinancialInstrumentsAssetsMember srt:NaturalGasReservesMember d:MarketPriceMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2020-01-01 2020-09-30 0000715957 us-gaap:IncomeApproachValuationTechniqueMember us-gaap:CommodityContractMember srt:MaximumMember us-gaap:DerivativeFinancialInstrumentsAssetsMember srt:NaturalGasReservesMember d:MarketPriceMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2020-01-01 2020-09-30 0000715957 us-gaap:IncomeApproachValuationTechniqueMember us-gaap:CommodityContractMember srt:WeightedAverageMember us-gaap:DerivativeFinancialInstrumentsAssetsMember srt:NaturalGasReservesMember d:MarketPriceMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2020-01-01 2020-09-30 iso4217:USD utr:MWh 0000715957 us-gaap:IncomeApproachValuationTechniqueMember d:FinancialTransmissionRightsMember us-gaap:CommodityContractMember srt:MinimumMember us-gaap:DerivativeFinancialInstrumentsAssetsMember d:MarketPriceMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2020-01-01 2020-09-30 0000715957 us-gaap:IncomeApproachValuationTechniqueMember d:FinancialTransmissionRightsMember us-gaap:CommodityContractMember srt:MaximumMember us-gaap:DerivativeFinancialInstrumentsAssetsMember d:MarketPriceMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2020-01-01 2020-09-30 0000715957 us-gaap:IncomeApproachValuationTechniqueMember d:FinancialTransmissionRightsMember us-gaap:CommodityContractMember srt:WeightedAverageMember us-gaap:DerivativeFinancialInstrumentsAssetsMember d:MarketPriceMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2020-01-01 2020-09-30 0000715957 us-gaap:MarketApproachValuationTechniqueMember us-gaap:CommodityOptionMember srt:MinimumMember us-gaap:DerivativeFinancialInstrumentsAssetsMember srt:NaturalGasReservesMember d:MarketPriceMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2020-01-01 2020-09-30 0000715957 us-gaap:MarketApproachValuationTechniqueMember us-gaap:CommodityOptionMember srt:MaximumMember us-gaap:DerivativeFinancialInstrumentsAssetsMember srt:NaturalGasReservesMember d:MarketPriceMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2020-01-01 2020-09-30 0000715957 us-gaap:MarketApproachValuationTechniqueMember us-gaap:CommodityOptionMember srt:WeightedAverageMember us-gaap:DerivativeFinancialInstrumentsAssetsMember srt:NaturalGasReservesMember d:MarketPriceMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2020-01-01 2020-09-30 0000715957 us-gaap:MarketApproachValuationTechniqueMember us-gaap:CommodityOptionMember srt:MinimumMember us-gaap:DerivativeFinancialInstrumentsAssetsMember srt:NaturalGasReservesMember d:PriceVolatilityMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2020-01-01 2020-09-30 0000715957 us-gaap:MarketApproachValuationTechniqueMember us-gaap:CommodityOptionMember srt:MaximumMember us-gaap:DerivativeFinancialInstrumentsAssetsMember srt:NaturalGasReservesMember d:PriceVolatilityMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2020-01-01 2020-09-30 0000715957 us-gaap:MarketApproachValuationTechniqueMember us-gaap:CommodityOptionMember srt:WeightedAverageMember us-gaap:DerivativeFinancialInstrumentsAssetsMember srt:NaturalGasReservesMember d:PriceVolatilityMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2020-01-01 2020-09-30 0000715957 us-gaap:IncomeApproachValuationTechniqueMember d:FinancialTransmissionRightsMember us-gaap:CommodityContractMember srt:MinimumMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember d:MarketPriceMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2020-01-01 2020-09-30 0000715957 us-gaap:IncomeApproachValuationTechniqueMember d:FinancialTransmissionRightsMember us-gaap:CommodityContractMember srt:MaximumMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember d:MarketPriceMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2020-01-01 2020-09-30 0000715957 us-gaap:IncomeApproachValuationTechniqueMember d:FinancialTransmissionRightsMember us-gaap:CommodityContractMember srt:WeightedAverageMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember d:MarketPriceMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2020-01-01 2020-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2020-09-30 0000715957 us-gaap:InterestRateContractMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-09-30 0000715957 us-gaap:InterestRateContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-09-30 0000715957 us-gaap:InterestRateContractMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-09-30 0000715957 us-gaap:InterestRateContractMember us-gaap:FairValueMeasurementsRecurringMember 2020-09-30 0000715957 us-gaap:ForeignExchangeContractMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-09-30 0000715957 us-gaap:ForeignExchangeContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-09-30 0000715957 us-gaap:ForeignExchangeContractMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-09-30 0000715957 us-gaap:ForeignExchangeContractMember us-gaap:FairValueMeasurementsRecurringMember 2020-09-30 0000715957 country:US us-gaap:EquitySecuritiesMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-09-30 0000715957 country:US us-gaap:EquitySecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-09-30 0000715957 country:US us-gaap:EquitySecuritiesMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-09-30 0000715957 country:US us-gaap:EquitySecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2020-09-30 0000715957 us-gaap:FixedIncomeSecuritiesMember us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-09-30 0000715957 us-gaap:FixedIncomeSecuritiesMember us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-09-30 0000715957 us-gaap:FixedIncomeSecuritiesMember us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-09-30 0000715957 us-gaap:FixedIncomeSecuritiesMember us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2020-09-30 0000715957 us-gaap:FixedIncomeSecuritiesMember d:GovernmentDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-09-30 0000715957 us-gaap:FixedIncomeSecuritiesMember d:GovernmentDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-09-30 0000715957 us-gaap:FixedIncomeSecuritiesMember d:GovernmentDebtSecuritiesMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-09-30 0000715957 us-gaap:FixedIncomeSecuritiesMember d:GovernmentDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2020-09-30 0000715957 d:CashEquivalentsAndOtherInvestmentMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-09-30 0000715957 d:CashEquivalentsAndOtherInvestmentMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-09-30 0000715957 d:CashEquivalentsAndOtherInvestmentMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-09-30 0000715957 d:CashEquivalentsAndOtherInvestmentMember us-gaap:FairValueMeasurementsRecurringMember 2020-09-30 0000715957 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-09-30 0000715957 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-09-30 0000715957 us-gaap:FairValueMeasurementsRecurringMember 2020-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000715957 us-gaap:CommodityContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000715957 us-gaap:CommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000715957 us-gaap:CommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000715957 us-gaap:InterestRateContractMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000715957 us-gaap:InterestRateContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000715957 us-gaap:InterestRateContractMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000715957 us-gaap:InterestRateContractMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000715957 us-gaap:ForeignExchangeContractMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000715957 us-gaap:ForeignExchangeContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000715957 us-gaap:ForeignExchangeContractMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000715957 us-gaap:ForeignExchangeContractMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000715957 country:US us-gaap:EquitySecuritiesMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000715957 country:US us-gaap:EquitySecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000715957 country:US us-gaap:EquitySecuritiesMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000715957 country:US us-gaap:EquitySecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000715957 us-gaap:FixedIncomeSecuritiesMember us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000715957 us-gaap:FixedIncomeSecuritiesMember us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000715957 us-gaap:FixedIncomeSecuritiesMember us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000715957 us-gaap:FixedIncomeSecuritiesMember us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000715957 us-gaap:FixedIncomeSecuritiesMember d:GovernmentDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000715957 us-gaap:FixedIncomeSecuritiesMember d:GovernmentDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000715957 us-gaap:FixedIncomeSecuritiesMember d:GovernmentDebtSecuritiesMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000715957 us-gaap:FixedIncomeSecuritiesMember d:GovernmentDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000715957 d:CashEquivalentsAndOtherInvestmentMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000715957 d:CashEquivalentsAndOtherInvestmentMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000715957 d:CashEquivalentsAndOtherInvestmentMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000715957 d:CashEquivalentsAndOtherInvestmentMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000715957 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000715957 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000715957 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000715957 us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000715957 us-gaap:CommodityContractMember 2020-06-30 0000715957 us-gaap:CommodityContractMember 2019-06-30 0000715957 us-gaap:CommodityContractMember 2019-12-31 0000715957 us-gaap:CommodityContractMember 2018-12-31 0000715957 us-gaap:CommodityContractMember us-gaap:SalesMember 2020-07-01 2020-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:SalesMember 2019-07-01 2019-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:SalesMember 2020-01-01 2020-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:SalesMember 2019-01-01 2019-09-30 0000715957 us-gaap:CommodityContractMember d:PurchasedGasMember 2020-07-01 2020-09-30 0000715957 us-gaap:CommodityContractMember d:PurchasedGasMember 2019-07-01 2019-09-30 0000715957 us-gaap:CommodityContractMember d:PurchasedGasMember 2020-01-01 2020-09-30 0000715957 us-gaap:CommodityContractMember d:PurchasedGasMember 2019-01-01 2019-09-30 0000715957 us-gaap:CommodityContractMember d:ElectricFuelAndOtherEnergyRelatedPurchasesMember 2020-07-01 2020-09-30 0000715957 us-gaap:CommodityContractMember d:ElectricFuelAndOtherEnergyRelatedPurchasesMember 2019-07-01 2019-09-30 0000715957 us-gaap:CommodityContractMember d:ElectricFuelAndOtherEnergyRelatedPurchasesMember 2020-01-01 2020-09-30 0000715957 us-gaap:CommodityContractMember d:ElectricFuelAndOtherEnergyRelatedPurchasesMember 2019-01-01 2019-09-30 0000715957 us-gaap:CommodityContractMember 2020-07-01 2020-09-30 0000715957 us-gaap:CommodityContractMember 2019-07-01 2019-09-30 0000715957 us-gaap:CommodityContractMember 2020-01-01 2020-09-30 0000715957 us-gaap:CommodityContractMember 2019-01-01 2019-09-30 0000715957 us-gaap:CommodityContractMember 2020-09-30 0000715957 us-gaap:CommodityContractMember 2019-09-30 0000715957 us-gaap:IncomeApproachValuationTechniqueMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember d:VirginiaElectricAndPowerCompanyMember us-gaap:CommodityContractMember srt:NaturalGasReservesMember 2020-09-30 0000715957 us-gaap:IncomeApproachValuationTechniqueMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember d:VirginiaElectricAndPowerCompanyMember d:FinancialTransmissionRightsMember us-gaap:CommodityContractMember 2020-09-30 0000715957 us-gaap:MarketApproachValuationTechniqueMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember d:VirginiaElectricAndPowerCompanyMember us-gaap:CommodityOptionMember srt:NaturalGasReservesMember 2020-09-30 0000715957 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember d:VirginiaElectricAndPowerCompanyMember 2020-09-30 0000715957 us-gaap:IncomeApproachValuationTechniqueMember us-gaap:DerivativeFinancialInstrumentsAssetsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember d:VirginiaElectricAndPowerCompanyMember us-gaap:CommodityContractMember srt:MinimumMember srt:NaturalGasReservesMember d:MarketPriceMember 2020-01-01 2020-09-30 0000715957 us-gaap:IncomeApproachValuationTechniqueMember us-gaap:DerivativeFinancialInstrumentsAssetsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember d:VirginiaElectricAndPowerCompanyMember us-gaap:CommodityContractMember srt:MaximumMember srt:NaturalGasReservesMember d:MarketPriceMember 2020-01-01 2020-09-30 0000715957 us-gaap:IncomeApproachValuationTechniqueMember us-gaap:DerivativeFinancialInstrumentsAssetsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember d:VirginiaElectricAndPowerCompanyMember us-gaap:CommodityContractMember srt:WeightedAverageMember srt:NaturalGasReservesMember d:MarketPriceMember 2020-01-01 2020-09-30 0000715957 us-gaap:IncomeApproachValuationTechniqueMember d:FinancialTransmissionRightsMember us-gaap:DerivativeFinancialInstrumentsAssetsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember d:VirginiaElectricAndPowerCompanyMember us-gaap:CommodityContractMember srt:MinimumMember d:MarketPriceMember 2020-01-01 2020-09-30 0000715957 us-gaap:IncomeApproachValuationTechniqueMember d:FinancialTransmissionRightsMember us-gaap:DerivativeFinancialInstrumentsAssetsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember d:VirginiaElectricAndPowerCompanyMember us-gaap:CommodityContractMember srt:MaximumMember d:MarketPriceMember 2020-01-01 2020-09-30 0000715957 us-gaap:IncomeApproachValuationTechniqueMember d:FinancialTransmissionRightsMember us-gaap:DerivativeFinancialInstrumentsAssetsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember d:VirginiaElectricAndPowerCompanyMember us-gaap:CommodityContractMember srt:WeightedAverageMember d:MarketPriceMember 2020-01-01 2020-09-30 0000715957 us-gaap:MarketApproachValuationTechniqueMember us-gaap:DerivativeFinancialInstrumentsAssetsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember d:VirginiaElectricAndPowerCompanyMember us-gaap:CommodityOptionMember srt:MinimumMember srt:NaturalGasReservesMember d:MarketPriceMember 2020-01-01 2020-09-30 0000715957 us-gaap:MarketApproachValuationTechniqueMember us-gaap:DerivativeFinancialInstrumentsAssetsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember d:VirginiaElectricAndPowerCompanyMember us-gaap:CommodityOptionMember srt:MaximumMember srt:NaturalGasReservesMember d:MarketPriceMember 2020-01-01 2020-09-30 0000715957 us-gaap:MarketApproachValuationTechniqueMember us-gaap:DerivativeFinancialInstrumentsAssetsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember d:VirginiaElectricAndPowerCompanyMember us-gaap:CommodityOptionMember srt:WeightedAverageMember srt:NaturalGasReservesMember d:MarketPriceMember 2020-01-01 2020-09-30 0000715957 us-gaap:MarketApproachValuationTechniqueMember us-gaap:DerivativeFinancialInstrumentsAssetsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember d:VirginiaElectricAndPowerCompanyMember us-gaap:CommodityOptionMember srt:MinimumMember srt:NaturalGasReservesMember d:PriceVolatilityMember 2020-01-01 2020-09-30 0000715957 us-gaap:MarketApproachValuationTechniqueMember us-gaap:DerivativeFinancialInstrumentsAssetsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember d:VirginiaElectricAndPowerCompanyMember us-gaap:CommodityOptionMember srt:MaximumMember srt:NaturalGasReservesMember d:PriceVolatilityMember 2020-01-01 2020-09-30 0000715957 us-gaap:MarketApproachValuationTechniqueMember us-gaap:DerivativeFinancialInstrumentsAssetsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember d:VirginiaElectricAndPowerCompanyMember us-gaap:CommodityOptionMember srt:WeightedAverageMember srt:NaturalGasReservesMember d:PriceVolatilityMember 2020-01-01 2020-09-30 0000715957 us-gaap:IncomeApproachValuationTechniqueMember d:FinancialTransmissionRightsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember d:VirginiaElectricAndPowerCompanyMember us-gaap:CommodityContractMember srt:MinimumMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember d:MarketPriceMember 2020-01-01 2020-09-30 0000715957 us-gaap:IncomeApproachValuationTechniqueMember d:FinancialTransmissionRightsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember d:VirginiaElectricAndPowerCompanyMember us-gaap:CommodityContractMember srt:MaximumMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember d:MarketPriceMember 2020-01-01 2020-09-30 0000715957 us-gaap:IncomeApproachValuationTechniqueMember d:FinancialTransmissionRightsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember d:VirginiaElectricAndPowerCompanyMember us-gaap:CommodityContractMember srt:WeightedAverageMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember d:MarketPriceMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member us-gaap:CommodityContractMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member us-gaap:CommodityContractMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member us-gaap:CommodityContractMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:CommodityContractMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member us-gaap:EquitySecuritiesMember country:US 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member us-gaap:EquitySecuritiesMember country:US 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member us-gaap:EquitySecuritiesMember country:US 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember country:US 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member us-gaap:FixedIncomeSecuritiesMember us-gaap:CorporateDebtSecuritiesMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member us-gaap:FixedIncomeSecuritiesMember us-gaap:CorporateDebtSecuritiesMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member us-gaap:FixedIncomeSecuritiesMember us-gaap:CorporateDebtSecuritiesMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember us-gaap:CorporateDebtSecuritiesMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member us-gaap:FixedIncomeSecuritiesMember d:GovernmentDebtSecuritiesMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member us-gaap:FixedIncomeSecuritiesMember d:GovernmentDebtSecuritiesMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member us-gaap:FixedIncomeSecuritiesMember d:GovernmentDebtSecuritiesMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember d:GovernmentDebtSecuritiesMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member d:CashEquivalentsAndOtherInvestmentMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member d:CashEquivalentsAndOtherInvestmentMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member d:CashEquivalentsAndOtherInvestmentMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember d:CashEquivalentsAndOtherInvestmentMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member us-gaap:InterestRateContractMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member us-gaap:InterestRateContractMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member us-gaap:InterestRateContractMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:InterestRateContractMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member us-gaap:CommodityContractMember 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member us-gaap:CommodityContractMember 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member us-gaap:CommodityContractMember 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:CommodityContractMember 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member us-gaap:InterestRateContractMember 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member us-gaap:InterestRateContractMember 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member us-gaap:InterestRateContractMember 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:InterestRateContractMember 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member us-gaap:EquitySecuritiesMember country:US 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member us-gaap:EquitySecuritiesMember country:US 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member us-gaap:EquitySecuritiesMember country:US 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember country:US 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member us-gaap:FixedIncomeSecuritiesMember us-gaap:CorporateDebtSecuritiesMember 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member us-gaap:FixedIncomeSecuritiesMember us-gaap:CorporateDebtSecuritiesMember 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member us-gaap:FixedIncomeSecuritiesMember us-gaap:CorporateDebtSecuritiesMember 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember us-gaap:CorporateDebtSecuritiesMember 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member us-gaap:FixedIncomeSecuritiesMember d:GovernmentDebtSecuritiesMember 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member us-gaap:FixedIncomeSecuritiesMember d:GovernmentDebtSecuritiesMember 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member us-gaap:FixedIncomeSecuritiesMember d:GovernmentDebtSecuritiesMember 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember d:GovernmentDebtSecuritiesMember 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member d:CashEquivalentsAndOtherInvestmentMember 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member d:CashEquivalentsAndOtherInvestmentMember 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member d:CashEquivalentsAndOtherInvestmentMember 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember d:CashEquivalentsAndOtherInvestmentMember 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:CommodityContractMember 2020-06-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:CommodityContractMember 2019-06-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:CommodityContractMember 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:CommodityContractMember 2018-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:CommodityContractMember d:ElectricFuelAndOtherEnergyRelatedPurchasesMember 2020-07-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:CommodityContractMember d:ElectricFuelAndOtherEnergyRelatedPurchasesMember 2019-07-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:CommodityContractMember d:ElectricFuelAndOtherEnergyRelatedPurchasesMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:CommodityContractMember d:ElectricFuelAndOtherEnergyRelatedPurchasesMember 2019-01-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:CommodityContractMember 2020-07-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:CommodityContractMember 2019-07-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:CommodityContractMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:CommodityContractMember 2019-01-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:CommodityContractMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:CommodityContractMember 2019-09-30 0000715957 us-gaap:CarryingReportedAmountFairValueDisclosureMember 2020-09-30 0000715957 us-gaap:EstimateOfFairValueFairValueDisclosureMember 2020-09-30 0000715957 us-gaap:CarryingReportedAmountFairValueDisclosureMember 2019-12-31 0000715957 us-gaap:EstimateOfFairValueFairValueDisclosureMember 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:CarryingReportedAmountFairValueDisclosureMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:EstimateOfFairValueFairValueDisclosureMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:CarryingReportedAmountFairValueDisclosureMember 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:EstimateOfFairValueFairValueDisclosureMember 2019-12-31 0000715957 us-gaap:CommodityContractMember us-gaap:OverTheCounterMember 2020-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:ExchangeTradedMember 2020-09-30 0000715957 us-gaap:InterestRateContractMember us-gaap:OverTheCounterMember 2020-09-30 0000715957 us-gaap:ForeignExchangeContractMember us-gaap:OverTheCounterMember 2020-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:OverTheCounterMember 2019-12-31 0000715957 us-gaap:CommodityContractMember us-gaap:ExchangeTradedMember 2019-12-31 0000715957 us-gaap:InterestRateContractMember us-gaap:OverTheCounterMember 2019-12-31 0000715957 us-gaap:ForeignExchangeContractMember us-gaap:OverTheCounterMember 2019-12-31 utr:Bcf 0000715957 d:FixedPriceNaturalGasCurrentDerivativeContractMember 2020-01-01 2020-09-30 0000715957 d:BasisNaturalGasCurrentDerivativeContractMember 2020-01-01 2020-09-30 utr:MWh 0000715957 d:FixedPriceElectricityCurrentDerivativeContractMember 2020-01-01 2020-09-30 0000715957 d:FinancialTransmissionRightsElectricityCurrentDerivativeContractMember 2020-01-01 2020-09-30 utr:gal 0000715957 d:LiquidsCurrentDerivativeContractMember 2020-01-01 2020-09-30 0000715957 d:InterestRateCurrentDerivativeContractMember 2020-09-30 iso4217:EUR 0000715957 d:ForeignExchangeCurrentDerivativeContractMember 2020-09-30 0000715957 d:FixedPriceNaturalGasNoncurrentDerivativeContractMember 2020-01-01 2020-09-30 0000715957 d:BasisNaturalGasNoncurrentDerivativeContractMember 2020-01-01 2020-09-30 0000715957 d:FixedPriceElectricityNoncurrentDerivativeContractMember 2020-01-01 2020-09-30 0000715957 d:FinancialTransmissionRightsElectricityNoncurrentDerivativeContractMember 2020-01-01 2020-09-30 0000715957 d:LiquidsNoncurrentDerivativeContractMember 2020-01-01 2020-09-30 0000715957 d:InterestRateNoncurrentDerivativeContractMember 2020-09-30 0000715957 d:ForeignExchangeNonCurrentDerivativeContractMember 2020-09-30 0000715957 srt:NaturalGasReservesMember us-gaap:CommodityContractMember 2020-09-30 0000715957 us-gaap:ElectricityMember us-gaap:CommodityContractMember 2020-09-30 0000715957 us-gaap:InterestRateContractMember 2020-09-30 0000715957 us-gaap:CommodityContractMember srt:NaturalGasReservesMember 2020-01-01 2020-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:ElectricityMember 2020-01-01 2020-09-30 0000715957 us-gaap:InterestRateContractMember 2020-01-01 2020-09-30 0000715957 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:FairValueHedgingMember us-gaap:LongTermDebtMember 2020-09-30 0000715957 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:FairValueHedgingMember us-gaap:LongTermDebtMember 2019-12-31 0000715957 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:CommodityContractMember 2020-09-30 0000715957 us-gaap:NondesignatedMember us-gaap:CommodityContractMember 2020-09-30 0000715957 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:InterestRateContractMember 2020-09-30 0000715957 us-gaap:NondesignatedMember us-gaap:InterestRateContractMember 2020-09-30 0000715957 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:ForeignExchangeContractMember 2020-09-30 0000715957 us-gaap:NondesignatedMember us-gaap:ForeignExchangeContractMember 2020-09-30 0000715957 us-gaap:ForeignExchangeContractMember 2020-09-30 0000715957 us-gaap:DesignatedAsHedgingInstrumentMember 2020-09-30 0000715957 us-gaap:NondesignatedMember 2020-09-30 0000715957 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:CommodityContractMember 2019-12-31 0000715957 us-gaap:NondesignatedMember us-gaap:CommodityContractMember 2019-12-31 0000715957 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:InterestRateContractMember 2019-12-31 0000715957 us-gaap:NondesignatedMember us-gaap:InterestRateContractMember 2019-12-31 0000715957 us-gaap:InterestRateContractMember 2019-12-31 0000715957 us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000715957 us-gaap:NondesignatedMember 2019-12-31 0000715957 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:ForeignExchangeContractMember 2019-12-31 0000715957 us-gaap:NondesignatedMember us-gaap:ForeignExchangeContractMember 2019-12-31 0000715957 us-gaap:ForeignExchangeContractMember 2019-12-31 0000715957 us-gaap:OtherCurrentAssetsMember 2020-09-30 0000715957 us-gaap:OtherCurrentAssetsMember 2019-12-31 0000715957 us-gaap:OtherNoncurrentAssetsMember 2020-09-30 0000715957 us-gaap:OtherNoncurrentAssetsMember 2019-12-31 0000715957 d:LiabilitiesHeldForSaleMember 2020-09-30 0000715957 d:LiabilitiesHeldForSaleMember 2019-12-31 0000715957 us-gaap:CommodityContractMember us-gaap:CashFlowHedgingMember 2020-07-01 2020-09-30 0000715957 us-gaap:InterestRateContractMember us-gaap:CashFlowHedgingMember d:InterestAndRelatedChargesMember 2020-07-01 2020-09-30 0000715957 us-gaap:InterestRateContractMember us-gaap:CashFlowHedgingMember d:NetIncomeLossFromDiscontinuedOperationsIncludingNoncontrollingInterestMember 2020-07-01 2020-09-30 0000715957 us-gaap:InterestRateContractMember us-gaap:CashFlowHedgingMember 2020-07-01 2020-09-30 0000715957 us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember 2020-07-01 2020-09-30 0000715957 us-gaap:CashFlowHedgingMember 2020-07-01 2020-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:CashFlowHedgingMember d:NetIncomeLossFromDiscontinuedOperationsIncludingNoncontrollingInterestMember 2019-07-01 2019-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:CashFlowHedgingMember 2019-07-01 2019-09-30 0000715957 us-gaap:InterestRateContractMember us-gaap:CashFlowHedgingMember d:InterestAndRelatedChargesMember 2019-07-01 2019-09-30 0000715957 us-gaap:InterestRateContractMember us-gaap:CashFlowHedgingMember d:NetIncomeLossFromDiscontinuedOperationsIncludingNoncontrollingInterestMember 2019-07-01 2019-09-30 0000715957 us-gaap:InterestRateContractMember us-gaap:CashFlowHedgingMember 2019-07-01 2019-09-30 0000715957 us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember 2019-07-01 2019-09-30 0000715957 us-gaap:CashFlowHedgingMember 2019-07-01 2019-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:CashFlowHedgingMember d:NetIncomeLossFromDiscontinuedOperationsIncludingNoncontrollingInterestMember 2020-01-01 2020-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:CashFlowHedgingMember 2020-01-01 2020-09-30 0000715957 us-gaap:InterestRateContractMember us-gaap:CashFlowHedgingMember d:InterestAndRelatedChargesMember 2020-01-01 2020-09-30 0000715957 us-gaap:InterestRateContractMember us-gaap:CashFlowHedgingMember d:NetIncomeLossFromDiscontinuedOperationsIncludingNoncontrollingInterestMember 2020-01-01 2020-09-30 0000715957 us-gaap:InterestRateContractMember us-gaap:CashFlowHedgingMember 2020-01-01 2020-09-30 0000715957 us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember 2020-01-01 2020-09-30 0000715957 us-gaap:CashFlowHedgingMember 2020-01-01 2020-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:CashFlowHedgingMember d:NetIncomeLossFromDiscontinuedOperationsIncludingNoncontrollingInterestMember 2019-01-01 2019-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:CashFlowHedgingMember 2019-01-01 2019-09-30 0000715957 us-gaap:InterestRateContractMember us-gaap:CashFlowHedgingMember d:InterestAndRelatedChargesMember 2019-01-01 2019-09-30 0000715957 us-gaap:InterestRateContractMember us-gaap:CashFlowHedgingMember d:NetIncomeLossFromDiscontinuedOperationsIncludingNoncontrollingInterestMember 2019-01-01 2019-09-30 0000715957 us-gaap:InterestRateContractMember us-gaap:CashFlowHedgingMember 2019-01-01 2019-09-30 0000715957 us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember 2019-01-01 2019-09-30 0000715957 us-gaap:CashFlowHedgingMember 2019-01-01 2019-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:CashFlowHedgingMember us-gaap:SalesMember 2020-07-01 2020-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:CashFlowHedgingMember us-gaap:SalesMember 2019-07-01 2019-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:CashFlowHedgingMember d:PurchasedGasMember 2019-07-01 2019-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:CashFlowHedgingMember us-gaap:SalesMember 2020-01-01 2020-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:CashFlowHedgingMember d:PurchasedGasMember 2020-01-01 2020-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:CashFlowHedgingMember us-gaap:SalesMember 2019-01-01 2019-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:CashFlowHedgingMember d:PurchasedGasMember 2019-01-01 2019-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:NondesignatedMember us-gaap:SalesMember 2020-07-01 2020-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:NondesignatedMember d:PurchasedGasMember 2020-07-01 2020-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:NondesignatedMember d:ElectricFuelAndOtherEnergyRelatedPurchasesMember 2020-07-01 2020-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:NondesignatedMember d:NetIncomeLossFromDiscontinuedOperationsIncludingNoncontrollingInterestMember 2020-07-01 2020-09-30 0000715957 us-gaap:InterestRateContractMember us-gaap:NondesignatedMember d:InterestAndRelatedChargesMember 2020-07-01 2020-09-30 0000715957 us-gaap:InterestRateContractMember us-gaap:NondesignatedMember d:NetIncomeLossFromDiscontinuedOperationsIncludingNoncontrollingInterestMember 2020-07-01 2020-09-30 0000715957 us-gaap:ForeignExchangeContractMember us-gaap:NondesignatedMember d:NetIncomeLossFromDiscontinuedOperationsIncludingNoncontrollingInterestMember 2020-07-01 2020-09-30 0000715957 us-gaap:NondesignatedMember 2020-07-01 2020-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:NondesignatedMember us-gaap:SalesMember 2019-07-01 2019-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:NondesignatedMember d:PurchasedGasMember 2019-07-01 2019-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:NondesignatedMember d:ElectricFuelAndOtherEnergyRelatedPurchasesMember 2019-07-01 2019-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:NondesignatedMember d:NetIncomeLossFromDiscontinuedOperationsIncludingNoncontrollingInterestMember 2019-07-01 2019-09-30 0000715957 us-gaap:InterestRateContractMember us-gaap:NondesignatedMember d:InterestAndRelatedChargesMember 2019-07-01 2019-09-30 0000715957 us-gaap:InterestRateContractMember us-gaap:NondesignatedMember d:NetIncomeLossFromDiscontinuedOperationsIncludingNoncontrollingInterestMember 2019-07-01 2019-09-30 0000715957 us-gaap:ForeignExchangeContractMember us-gaap:NondesignatedMember d:NetIncomeLossFromDiscontinuedOperationsIncludingNoncontrollingInterestMember 2019-07-01 2019-09-30 0000715957 us-gaap:NondesignatedMember 2019-07-01 2019-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:NondesignatedMember us-gaap:SalesMember 2020-01-01 2020-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:NondesignatedMember d:PurchasedGasMember 2020-01-01 2020-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:NondesignatedMember d:ElectricFuelAndOtherEnergyRelatedPurchasesMember 2020-01-01 2020-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:NondesignatedMember d:NetIncomeLossFromDiscontinuedOperationsIncludingNoncontrollingInterestMember 2020-01-01 2020-09-30 0000715957 us-gaap:InterestRateContractMember us-gaap:NondesignatedMember d:InterestAndRelatedChargesMember 2020-01-01 2020-09-30 0000715957 us-gaap:InterestRateContractMember us-gaap:NondesignatedMember d:NetIncomeLossFromDiscontinuedOperationsIncludingNoncontrollingInterestMember 2020-01-01 2020-09-30 0000715957 us-gaap:ForeignExchangeContractMember us-gaap:NondesignatedMember d:NetIncomeLossFromDiscontinuedOperationsIncludingNoncontrollingInterestMember 2020-01-01 2020-09-30 0000715957 us-gaap:NondesignatedMember 2020-01-01 2020-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:NondesignatedMember us-gaap:SalesMember 2019-01-01 2019-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:NondesignatedMember d:PurchasedGasMember 2019-01-01 2019-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:NondesignatedMember d:ElectricFuelAndOtherEnergyRelatedPurchasesMember 2019-01-01 2019-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:NondesignatedMember d:NetIncomeLossFromDiscontinuedOperationsIncludingNoncontrollingInterestMember 2019-01-01 2019-09-30 0000715957 us-gaap:InterestRateContractMember us-gaap:NondesignatedMember d:InterestAndRelatedChargesMember 2019-01-01 2019-09-30 0000715957 us-gaap:InterestRateContractMember us-gaap:NondesignatedMember d:NetIncomeLossFromDiscontinuedOperationsIncludingNoncontrollingInterestMember 2019-01-01 2019-09-30 0000715957 us-gaap:ForeignExchangeContractMember us-gaap:NondesignatedMember d:NetIncomeLossFromDiscontinuedOperationsIncludingNoncontrollingInterestMember 2019-01-01 2019-09-30 0000715957 us-gaap:NondesignatedMember 2019-01-01 2019-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:OverTheCounterMember d:VirginiaElectricAndPowerCompanyMember 2020-09-30 0000715957 us-gaap:ForeignExchangeContractMember us-gaap:OverTheCounterMember d:VirginiaElectricAndPowerCompanyMember 2020-09-30 0000715957 us-gaap:CommodityContractMember us-gaap:OverTheCounterMember d:VirginiaElectricAndPowerCompanyMember 2019-12-31 0000715957 us-gaap:ForeignExchangeContractMember us-gaap:OverTheCounterMember d:VirginiaElectricAndPowerCompanyMember 2019-12-31 0000715957 us-gaap:InterestRateContractMember us-gaap:OverTheCounterMember d:VirginiaElectricAndPowerCompanyMember 2020-09-30 0000715957 us-gaap:InterestRateContractMember us-gaap:OverTheCounterMember d:VirginiaElectricAndPowerCompanyMember 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember d:FixedPriceNaturalGasCurrentDerivativeContractMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:BasisNaturalGasCurrentDerivativeContractMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:FixedPriceElectricityCurrentDerivativeContractMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:InterestRateCurrentDerivativeContractMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:FixedPriceNaturalGasNoncurrentDerivativeContractMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:BasisNaturalGasNoncurrentDerivativeContractMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:FinancialTransmissionRightsElectricityNoncurrentDerivativeContractMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:InterestRateNoncurrentDerivativeContractMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:InterestRateContractMember 2020-09-30 0000715957 us-gaap:InterestRateContractMember d:VirginiaElectricAndPowerCompanyMember 2020-01-01 2020-09-30 0000715957 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:CommodityContractMember d:VirginiaElectricAndPowerCompanyMember 2020-09-30 0000715957 us-gaap:NondesignatedMember us-gaap:CommodityContractMember d:VirginiaElectricAndPowerCompanyMember 2020-09-30 0000715957 us-gaap:DesignatedAsHedgingInstrumentMember d:VirginiaElectricAndPowerCompanyMember 2020-09-30 0000715957 us-gaap:NondesignatedMember d:VirginiaElectricAndPowerCompanyMember 2020-09-30 0000715957 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:InterestRateContractMember d:VirginiaElectricAndPowerCompanyMember 2020-09-30 0000715957 us-gaap:NondesignatedMember us-gaap:InterestRateContractMember d:VirginiaElectricAndPowerCompanyMember 2020-09-30 0000715957 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:CommodityContractMember d:VirginiaElectricAndPowerCompanyMember 2019-12-31 0000715957 us-gaap:NondesignatedMember us-gaap:CommodityContractMember d:VirginiaElectricAndPowerCompanyMember 2019-12-31 0000715957 us-gaap:DesignatedAsHedgingInstrumentMember d:VirginiaElectricAndPowerCompanyMember 2019-12-31 0000715957 us-gaap:NondesignatedMember d:VirginiaElectricAndPowerCompanyMember 2019-12-31 0000715957 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:InterestRateContractMember d:VirginiaElectricAndPowerCompanyMember 2019-12-31 0000715957 us-gaap:NondesignatedMember us-gaap:InterestRateContractMember d:VirginiaElectricAndPowerCompanyMember 2019-12-31 0000715957 us-gaap:InterestRateContractMember d:VirginiaElectricAndPowerCompanyMember 2019-12-31 0000715957 us-gaap:InterestRateContractMember us-gaap:CashFlowHedgingMember d:VirginiaElectricAndPowerCompanyMember 2020-07-01 2020-09-30 0000715957 us-gaap:CashFlowHedgingMember d:VirginiaElectricAndPowerCompanyMember 2020-07-01 2020-09-30 0000715957 us-gaap:InterestRateContractMember us-gaap:CashFlowHedgingMember d:VirginiaElectricAndPowerCompanyMember 2019-07-01 2019-09-30 0000715957 us-gaap:CashFlowHedgingMember d:VirginiaElectricAndPowerCompanyMember 2019-07-01 2019-09-30 0000715957 us-gaap:InterestRateContractMember us-gaap:CashFlowHedgingMember d:VirginiaElectricAndPowerCompanyMember 2020-01-01 2020-09-30 0000715957 us-gaap:CashFlowHedgingMember d:VirginiaElectricAndPowerCompanyMember 2020-01-01 2020-09-30 0000715957 us-gaap:InterestRateContractMember us-gaap:CashFlowHedgingMember d:VirginiaElectricAndPowerCompanyMember 2019-01-01 2019-09-30 0000715957 us-gaap:CashFlowHedgingMember d:VirginiaElectricAndPowerCompanyMember 2019-01-01 2019-09-30 0000715957 us-gaap:CommodityContractMember d:VirginiaElectricAndPowerCompanyMember us-gaap:NondesignatedMember 2020-07-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:NondesignatedMember 2020-07-01 2020-09-30 0000715957 us-gaap:CommodityContractMember d:VirginiaElectricAndPowerCompanyMember us-gaap:NondesignatedMember 2019-07-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:NondesignatedMember 2019-07-01 2019-09-30 0000715957 us-gaap:CommodityContractMember d:VirginiaElectricAndPowerCompanyMember us-gaap:NondesignatedMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:NondesignatedMember 2020-01-01 2020-09-30 0000715957 us-gaap:CommodityContractMember d:VirginiaElectricAndPowerCompanyMember us-gaap:NondesignatedMember 2019-01-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:NondesignatedMember 2019-01-01 2019-09-30 0000715957 d:TradingAccountAssetMember 2020-09-30 0000715957 d:TradingAccountAssetMember 2019-12-31 0000715957 us-gaap:EquitySecuritiesMember country:US 2020-09-30 0000715957 us-gaap:EquitySecuritiesMember country:US 2019-12-31 0000715957 us-gaap:EquitySecuritiesMember country:US 2020-01-01 2020-09-30 0000715957 us-gaap:EquitySecuritiesMember country:US 2019-01-01 2019-12-31 0000715957 us-gaap:CorporateDebtSecuritiesMember us-gaap:FixedIncomeSecuritiesMember 2020-09-30 0000715957 d:GovernmentDebtSecuritiesMember us-gaap:FixedIncomeSecuritiesMember 2020-09-30 0000715957 us-gaap:TrustForBenefitOfEmployeesMember us-gaap:FixedIncomeSecuritiesMember 2020-09-30 0000715957 d:InsuranceContractsMember 2020-09-30 0000715957 us-gaap:CorporateDebtSecuritiesMember us-gaap:FixedIncomeSecuritiesMember 2019-12-31 0000715957 d:GovernmentDebtSecuritiesMember us-gaap:FixedIncomeSecuritiesMember 2019-12-31 0000715957 us-gaap:TrustForBenefitOfEmployeesMember us-gaap:FixedIncomeSecuritiesMember 2019-12-31 0000715957 d:InsuranceContractsMember 2019-12-31 0000715957 us-gaap:CorporateDebtSecuritiesMember us-gaap:FixedIncomeSecuritiesMember 2020-01-01 2020-09-30 0000715957 d:GovernmentDebtSecuritiesMember us-gaap:FixedIncomeSecuritiesMember 2020-01-01 2020-09-30 0000715957 us-gaap:TrustForBenefitOfEmployeesMember us-gaap:FixedIncomeSecuritiesMember 2020-01-01 2020-09-30 0000715957 d:InsuranceContractsMember 2020-01-01 2020-09-30 0000715957 us-gaap:CorporateDebtSecuritiesMember us-gaap:FixedIncomeSecuritiesMember 2019-01-01 2019-12-31 0000715957 d:GovernmentDebtSecuritiesMember us-gaap:FixedIncomeSecuritiesMember 2019-01-01 2019-12-31 0000715957 us-gaap:TrustForBenefitOfEmployeesMember us-gaap:FixedIncomeSecuritiesMember 2019-01-01 2019-12-31 0000715957 d:InsuranceContractsMember 2019-01-01 2019-12-31 0000715957 d:CashEquivalentsAndOtherInvestmentMember 2020-09-30 0000715957 d:CashEquivalentsAndOtherInvestmentMember 2019-12-31 0000715957 us-gaap:FixedIncomeSecuritiesMember 2020-09-30 0000715957 us-gaap:EquitySecuritiesMember d:VirginiaElectricAndPowerCompanyMember country:US 2020-09-30 0000715957 us-gaap:EquitySecuritiesMember d:VirginiaElectricAndPowerCompanyMember country:US 2019-12-31 0000715957 us-gaap:EquitySecuritiesMember d:VirginiaElectricAndPowerCompanyMember country:US 2020-01-01 2020-09-30 0000715957 us-gaap:EquitySecuritiesMember d:VirginiaElectricAndPowerCompanyMember country:US 2019-01-01 2019-12-31 0000715957 us-gaap:CorporateDebtSecuritiesMember d:VirginiaElectricAndPowerCompanyMember us-gaap:FixedIncomeSecuritiesMember 2020-09-30 0000715957 d:GovernmentDebtSecuritiesMember d:VirginiaElectricAndPowerCompanyMember us-gaap:FixedIncomeSecuritiesMember 2020-09-30 0000715957 us-gaap:TrustForBenefitOfEmployeesMember d:VirginiaElectricAndPowerCompanyMember us-gaap:FixedIncomeSecuritiesMember 2020-09-30 0000715957 us-gaap:CorporateDebtSecuritiesMember d:VirginiaElectricAndPowerCompanyMember us-gaap:FixedIncomeSecuritiesMember 2019-12-31 0000715957 d:GovernmentDebtSecuritiesMember d:VirginiaElectricAndPowerCompanyMember us-gaap:FixedIncomeSecuritiesMember 2019-12-31 0000715957 us-gaap:TrustForBenefitOfEmployeesMember d:VirginiaElectricAndPowerCompanyMember us-gaap:FixedIncomeSecuritiesMember 2019-12-31 0000715957 us-gaap:CorporateDebtSecuritiesMember d:VirginiaElectricAndPowerCompanyMember us-gaap:FixedIncomeSecuritiesMember 2020-01-01 2020-09-30 0000715957 d:GovernmentDebtSecuritiesMember d:VirginiaElectricAndPowerCompanyMember us-gaap:FixedIncomeSecuritiesMember 2020-01-01 2020-09-30 0000715957 us-gaap:TrustForBenefitOfEmployeesMember d:VirginiaElectricAndPowerCompanyMember us-gaap:FixedIncomeSecuritiesMember 2020-01-01 2020-09-30 0000715957 us-gaap:CorporateDebtSecuritiesMember d:VirginiaElectricAndPowerCompanyMember us-gaap:FixedIncomeSecuritiesMember 2019-01-01 2019-12-31 0000715957 d:GovernmentDebtSecuritiesMember d:VirginiaElectricAndPowerCompanyMember us-gaap:FixedIncomeSecuritiesMember 2019-01-01 2019-12-31 0000715957 us-gaap:TrustForBenefitOfEmployeesMember d:VirginiaElectricAndPowerCompanyMember us-gaap:FixedIncomeSecuritiesMember 2019-01-01 2019-12-31 0000715957 d:CashEquivalentsAndOtherInvestmentMember d:VirginiaElectricAndPowerCompanyMember 2020-09-30 0000715957 d:CashEquivalentsAndOtherInvestmentMember d:VirginiaElectricAndPowerCompanyMember 2019-12-31 0000715957 srt:MaximumMember 2020-01-01 2020-09-30 0000715957 d:AtlanticCoastPipelineLLCMember 2020-01-01 2020-09-30 0000715957 d:AtlanticCoastPipelineLLCMember 2019-01-01 2019-09-30 0000715957 d:FiniteLivedEquityMethodInvestmentBasisDifferenceMember 2020-09-30 0000715957 d:FiniteLivedEquityMethodInvestmentBasisDifferenceMember 2019-12-31 utr:mi 0000715957 d:AtlanticCoastPipelineLLCMember us-gaap:PipelinesMember d:JointlyOwnedNaturalGasPipelineMember us-gaap:GasDistributionMember 2014-09-01 2014-09-30 0000715957 d:DominionEnergyGasHoldingsLLCMember d:AtlanticCoastPipelineLLCMember 2020-03-31 0000715957 d:PivotalLngMember d:DominionEnergyGasHoldingsLLCMember 2020-03-31 0000715957 d:AtlanticCoastPipelineLLCMember 2020-03-31 0000715957 d:PivotalLngMember d:JaxLngLlcMember 2020-03-31 0000715957 d:AtlanticCoastPipelineLLCMember 2020-07-01 2020-09-30 0000715957 d:AtlanticCoastPipelineLLCMember 2020-01-01 2020-09-30 0000715957 d:AtlanticCoastPipelineLLCMember 2019-07-01 2019-09-30 0000715957 d:AtlanticCoastPipelineLLCMember 2019-01-01 2019-09-30 0000715957 d:AtlanticCoastPipelineLLCMember us-gaap:OtherCurrentLiabilitiesMember 2020-09-30 0000715957 d:AtlanticCoastPipelineLLCMember us-gaap:RevolvingCreditFacilityMember 2017-10-31 0000715957 d:AtlanticCoastPipelineLLCMember us-gaap:RevolvingCreditFacilityMember 2020-07-31 0000715957 d:AtlanticCoastPipelineLLCMember us-gaap:RevolvingCreditFacilityMember 2017-10-01 2017-10-31 0000715957 d:AtlanticCoastPipelineLLCMember us-gaap:RevolvingCreditFacilityMember 2020-09-30 0000715957 d:AtlanticCoastPipelineLLCMember us-gaap:FinancialGuaranteeMember 2019-12-31 0000715957 d:AtlanticCoastPipelineLLCMember us-gaap:RevolvingCreditFacilityMember us-gaap:FinancialGuaranteeMember srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember 2020-09-30 0000715957 d:AtlanticCoastPipelineLLCMember d:DominionEnergyTransmissionIncMember 2020-09-30 0000715957 d:AtlanticCoastPipelineLLCMember d:DominionEnergyTransmissionIncMember 2019-12-31 0000715957 d:AtlanticCoastPipelineLLCMember d:DominionEnergyTransmissionIncMember 2020-07-01 2020-09-30 0000715957 d:AtlanticCoastPipelineLLCMember d:DominionEnergyTransmissionIncMember 2019-07-01 2019-09-30 0000715957 d:AtlanticCoastPipelineLLCMember d:DominionEnergyTransmissionIncMember 2020-01-01 2020-09-30 0000715957 d:AtlanticCoastPipelineLLCMember d:DominionEnergyTransmissionIncMember 2019-01-01 2019-09-30 0000715957 d:AtlanticCoastPipelineLLCMember d:DominionEnergyTransmissionIncMember srt:MaximumMember 2020-09-30 0000715957 d:AtlanticCoastPipelineLLCMember d:DominionEnergyTransmissionIncMember srt:MaximumMember 2019-12-31 0000715957 d:BlueRacerMidstreamLlcMember 2019-01-01 2019-03-31 0000715957 d:BlueRacerMidstreamLlcMember 2018-01-01 2018-12-31 0000715957 d:FowlerIHoldingsLimitedLiabilityCompanyMember 2020-09-30 0000715957 d:FowlerIHoldingsLimitedLiabilityCompanyMember 2020-09-01 2020-09-30 0000715957 d:AcquisitionOfSolarProjectGrasshopperInVirginiaMember d:VirginiaElectricAndPowerCompanyMember 2020-01-01 2020-09-30 0000715957 d:AcquisitionOfSolarProjectBelcherInVirginiaMember d:VirginiaElectricAndPowerCompanyMember 2020-01-01 2020-09-30 0000715957 d:AcquisitionOfSolarProjectPumpkinseedInVirginiaMember d:VirginiaElectricAndPowerCompanyMember 2020-01-01 2020-09-30 0000715957 d:AcquisitionOfSolarProjectMyrtleInVirginiaMember 2020-01-01 2020-09-30 0000715957 d:AcquisitionOfSolarProjectBlackvilleInSouthCarolinaMember 2020-01-01 2020-09-30 0000715957 d:AcquisitionOfSolarProjectDenmarkInSouthCarolinaMember 2020-01-01 2020-09-30 0000715957 d:AcquisitionOfSolarProjectYemasseeInSouthCarolinaMember 2020-01-01 2020-09-30 0000715957 d:AcquisitionOfSolarProjectTraskInSouthCarolinaMember 2020-01-01 2020-09-30 0000715957 d:AcquisitionOfSolarProjectHardinIInOhioMember 2020-01-01 2020-09-30 0000715957 d:AcquisitionOfSolarProjectMadisonInVirginiaMember 2020-01-01 2020-09-30 0000715957 d:AcquisitionOfSolarProjectHardinIIInOhioMember 2020-01-01 2020-09-30 0000715957 d:AcquisitionOfSolarProjectAtSchoolsInVirginiaMember 2020-09-30 0000715957 d:AcquisitionOfSolarProjectAtSchoolsInVirginiaMember 2020-01-01 2020-09-30 0000715957 d:WexproMember d:ColoradoUtahAndWyomingMember us-gaap:GasGatheringAndProcessingEquipmentMember 2020-03-01 2020-03-31 0000715957 d:DeferredCostOfFuelUsedInElectricGenerationMember 2020-09-30 0000715957 d:DeferredCostOfFuelUsedInElectricGenerationMember 2019-12-31 0000715957 d:DeferredProjectCostsAndDSMProgramsForGasUtilitiesMember 2020-09-30 0000715957 d:DeferredProjectCostsAndDSMProgramsForGasUtilitiesMember 2019-12-31 0000715957 d:UnrecoveredGasCostsMember 2020-09-30 0000715957 d:UnrecoveredGasCostsMember 2019-12-31 0000715957 d:DeferredRateAdjustmentClauseCostsForVirginiaElectricUtilityMember 2020-09-30 0000715957 d:DeferredRateAdjustmentClauseCostsForVirginiaElectricUtilityMember 2019-12-31 0000715957 d:DeferredNuclearRefuelingOutageCostsMember 2020-09-30 0000715957 d:DeferredNuclearRefuelingOutageCostsMember 2019-12-31 0000715957 d:NNDProjectCostsMember 2020-09-30 0000715957 d:NNDProjectCostsMember 2019-12-31 0000715957 d:PjmTransmissionRatesMember 2020-09-30 0000715957 d:PjmTransmissionRatesMember 2019-12-31 0000715957 us-gaap:OtherRegulatoryAssetsLiabilitiesMember 2020-09-30 0000715957 us-gaap:OtherRegulatoryAssetsLiabilitiesMember 2019-12-31 0000715957 us-gaap:PensionAndOtherPostretirementPlansCostsMember 2020-09-30 0000715957 us-gaap:PensionAndOtherPostretirementPlansCostsMember 2019-12-31 0000715957 d:DeferredProjectCostsForGasUtilitiesMember 2020-09-30 0000715957 d:DeferredProjectCostsForGasUtilitiesMember 2019-12-31 0000715957 d:InterestRateHedgesMember 2020-09-30 0000715957 d:InterestRateHedgesMember 2019-12-31 0000715957 d:AROsAndRelatedFundingMember 2020-09-30 0000715957 d:AROsAndRelatedFundingMember 2019-12-31 0000715957 d:CostOfReacquiredDebtMember 2020-09-30 0000715957 d:CostOfReacquiredDebtMember 2019-12-31 0000715957 d:AshPondAndLandfillClosureCostsMember 2020-09-30 0000715957 d:AshPondAndLandfillClosureCostsMember 2019-12-31 0000715957 d:DeferredCostOfFuelUsedInElectricGenerationMember 2020-09-30 0000715957 d:DeferredCostOfFuelUsedInElectricGenerationMember 2019-12-31 0000715957 us-gaap:AssetRetirementObligationCostsMember 2020-09-30 0000715957 us-gaap:AssetRetirementObligationCostsMember 2019-12-31 0000715957 us-gaap:RevenueSubjectToRefundMember 2020-09-30 0000715957 us-gaap:RevenueSubjectToRefundMember 2019-12-31 0000715957 d:CostOfServiceImpactOf2017TaxReformActMember 2020-09-30 0000715957 d:CostOfServiceImpactOf2017TaxReformActMember 2019-12-31 0000715957 us-gaap:DeferredIncomeTaxChargesMember 2020-09-30 0000715957 us-gaap:DeferredIncomeTaxChargesMember 2019-12-31 0000715957 d:MonetizationOfGuaranteeSettlementMember 2020-09-30 0000715957 d:MonetizationOfGuaranteeSettlementMember 2019-12-31 0000715957 us-gaap:OtherRegulatoryAssetsLiabilitiesMember 2020-09-30 0000715957 us-gaap:OtherRegulatoryAssetsLiabilitiesMember 2019-12-31 0000715957 us-gaap:EnvironmentalRestorationCostsMember 2020-09-30 0000715957 us-gaap:EnvironmentalRestorationCostsMember 2019-12-31 0000715957 d:ReserveForFutureCreditsMember 2020-09-30 0000715957 d:OverrecoveredOtherPostretirementBenefitCostsMember 2020-09-30 0000715957 d:OverrecoveredOtherPostretirementBenefitCostsMember 2019-12-31 0000715957 srt:MaximumMember us-gaap:DeferredProjectCostsMember 2020-01-01 2020-09-30 0000715957 d:TransmissionRateDesignForAllocationOfCostsOfServiceMember d:FederalEnergyRegulatoryCommissionMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember 2019-01-01 2019-03-31 0000715957 d:VirginiaElectricAndPowerCompanyMember 2020-04-01 2020-06-30 0000715957 srt:WeightedAverageMember 2020-01-01 2020-09-30 0000715957 d:CostOfReacquiredDebtMember 2020-01-01 2020-09-30 0000715957 d:AROsAndRelatedFundingMember 2020-01-01 2020-09-30 0000715957 srt:MinimumMember d:AshPondAndLandfillClosureCostsMember 2020-01-01 2020-09-30 0000715957 srt:MaximumMember d:AshPondAndLandfillClosureCostsMember 2020-01-01 2020-09-30 0000715957 d:AshPondAndLandfillClosureCostsMember 2020-01-01 2020-09-30 0000715957 d:DeferredCostOfFuelUsedInElectricGenerationMember d:VirginiaElectricAndPowerCompanyMember 2020-09-30 0000715957 d:DeferredCostOfFuelUsedInElectricGenerationMember d:VirginiaElectricAndPowerCompanyMember 2019-12-31 0000715957 d:DeferredRateAdjustmentClauseCostsMember d:VirginiaElectricAndPowerCompanyMember 2020-09-30 0000715957 d:DeferredRateAdjustmentClauseCostsMember d:VirginiaElectricAndPowerCompanyMember 2019-12-31 0000715957 d:DeferredNuclearRefuelingOutageCostsMember d:VirginiaElectricAndPowerCompanyMember 2020-09-30 0000715957 d:DeferredNuclearRefuelingOutageCostsMember d:VirginiaElectricAndPowerCompanyMember 2019-12-31 0000715957 d:PjmTransmissionRatesMember d:VirginiaElectricAndPowerCompanyMember 2020-09-30 0000715957 d:PjmTransmissionRatesMember d:VirginiaElectricAndPowerCompanyMember 2019-12-31 0000715957 us-gaap:OtherRegulatoryAssetsLiabilitiesMember d:VirginiaElectricAndPowerCompanyMember 2020-09-30 0000715957 us-gaap:OtherRegulatoryAssetsLiabilitiesMember d:VirginiaElectricAndPowerCompanyMember 2019-12-31 0000715957 d:InterestRateHedgesMember d:VirginiaElectricAndPowerCompanyMember 2020-09-30 0000715957 d:InterestRateHedgesMember d:VirginiaElectricAndPowerCompanyMember 2019-12-31 0000715957 d:AshPondAndLandfillClosureCostsMember d:VirginiaElectricAndPowerCompanyMember 2020-09-30 0000715957 d:AshPondAndLandfillClosureCostsMember d:VirginiaElectricAndPowerCompanyMember 2019-12-31 0000715957 d:DeferredCostOfFuelUsedInElectricGenerationMember d:VirginiaElectricAndPowerCompanyMember 2020-09-30 0000715957 d:DeferredCostOfFuelUsedInElectricGenerationMember d:VirginiaElectricAndPowerCompanyMember 2019-12-31 0000715957 us-gaap:AssetRetirementObligationCostsMember d:VirginiaElectricAndPowerCompanyMember 2020-09-30 0000715957 us-gaap:AssetRetirementObligationCostsMember d:VirginiaElectricAndPowerCompanyMember 2019-12-31 0000715957 us-gaap:DeferredIncomeTaxChargesMember d:VirginiaElectricAndPowerCompanyMember 2020-09-30 0000715957 us-gaap:DeferredIncomeTaxChargesMember d:VirginiaElectricAndPowerCompanyMember 2019-12-31 0000715957 us-gaap:OtherRegulatoryAssetsLiabilitiesMember d:VirginiaElectricAndPowerCompanyMember 2020-09-30 0000715957 us-gaap:OtherRegulatoryAssetsLiabilitiesMember d:VirginiaElectricAndPowerCompanyMember 2019-12-31 0000715957 us-gaap:EnvironmentalRestorationCostsMember d:VirginiaElectricAndPowerCompanyMember 2020-09-30 0000715957 us-gaap:EnvironmentalRestorationCostsMember d:VirginiaElectricAndPowerCompanyMember 2019-12-31 0000715957 d:ProvisionForFutureCostOfRemovalMember d:VirginiaElectricAndPowerCompanyMember 2020-09-30 0000715957 d:ProvisionForFutureCostOfRemovalMember d:VirginiaElectricAndPowerCompanyMember 2019-12-31 0000715957 d:ReserveForFutureCreditsMember d:VirginiaElectricAndPowerCompanyMember 2020-09-30 0000715957 us-gaap:DeferredProjectCostsMember srt:MaximumMember d:VirginiaElectricAndPowerCompanyMember 2020-01-01 2020-09-30 0000715957 d:TransmissionRateDesignForAllocationOfCostsOfServiceMember d:VirginiaElectricAndPowerCompanyMember d:FederalEnergyRegulatoryCommissionMember 2020-01-01 2020-09-30 0000715957 srt:WeightedAverageMember d:VirginiaElectricAndPowerCompanyMember 2020-01-01 2020-09-30 0000715957 d:AshPondAndLandfillClosureCostsMember srt:MinimumMember d:VirginiaElectricAndPowerCompanyMember 2020-01-01 2020-09-30 0000715957 d:AshPondAndLandfillClosureCostsMember srt:MaximumMember d:VirginiaElectricAndPowerCompanyMember 2020-01-01 2020-09-30 0000715957 d:AshPondAndLandfillClosureCostsMember d:VirginiaElectricAndPowerCompanyMember 2020-01-01 2020-09-30 0000715957 d:OhioRegulationMember 2019-01-01 2019-12-31 0000715957 d:VirginiaRegulationMember 2020-04-01 2020-04-30 utr:GW 0000715957 d:VirginiaRegulationMember d:TargetedToReachByEndOfYearOneMember d:VirginiaElectricAndPowerCompanyMember d:SolarAndOnshoreWindMember 2020-04-01 2020-04-30 0000715957 d:VirginiaRegulationMember d:TargetedToReachByEndOfYearTwoMember d:VirginiaElectricAndPowerCompanyMember d:UtilityScaleSolarMember 2020-04-01 2020-04-30 0000715957 d:VirginiaRegulationMember d:TargetedToReachByEndOfYearOneMember d:VirginiaElectricAndPowerCompanyMember d:UtilityScaleSolarMember srt:MaximumMember 2020-04-01 2020-04-30 0000715957 d:VirginiaRegulationMember d:TargetedToReachByEndOfYearOneMember d:VirginiaElectricAndPowerCompanyMember d:SmallScaleSolarMember 2020-04-01 2020-04-30 0000715957 d:VirginiaRegulationMember d:TargetedToReachByEndOfYearOneMember d:VirginiaElectricAndPowerCompanyMember d:EnergyStorageMember 2020-04-01 2020-04-30 0000715957 d:VirginiaRegulationMember d:TargetedToReachByEndOfYearOneMember d:VirginiaElectricAndPowerCompanyMember d:PumpedStorageMember srt:MaximumMember 2020-04-01 2020-04-30 0000715957 d:VirginiaRegulationMember d:TargetedToReachByEndOfYearOneMember d:VirginiaElectricAndPowerCompanyMember d:OffshoreWindFacilityMember srt:MaximumMember 2020-04-01 2020-04-30 0000715957 d:VirginiaRegulationMember d:TargetedToReachByEndOfYearOneMember d:VirginiaElectricAndPowerCompanyMember d:OffshoreWindFacilityMember srt:MinimumMember 2020-04-01 2020-04-30 0000715957 d:TargetedToReachByEndOfYearFiveMember 2020-04-01 2020-04-30 0000715957 d:VirginiaPowerMember d:GrassfieldSolarNorgeSolarAndSycamoreSolarMember 2020-07-01 2020-07-31 0000715957 d:VirginiaPowerMember d:GrassfieldSolarNorgeSolarAndSycamoreSolarMember us-gaap:SubsequentEventMember 2020-10-01 2020-10-31 0000715957 d:VirginiaElectricAndPowerCompanyMember d:GridTransformationAndSecurityActMember d:VirginiaRegulationMember 2018-07-31 0000715957 d:VirginiaElectricAndPowerCompanyMember d:GridTransformationAndSecurityActMember d:VirginiaRegulationMember 2018-07-01 2018-07-31 0000715957 d:VirginiaElectricAndPowerCompanyMember d:GridTransformationAndSecurityActMember d:VirginiaRegulationMember 2019-01-31 0000715957 d:VirginiaElectricAndPowerCompanyMember d:GridTransformationAndSecurityActMember d:VirginiaRegulationMember 2019-09-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:GridTransformationAndSecurityActMember d:VirginiaRegulationMember 2020-03-01 2020-03-31 0000715957 d:VirginiaElectricAndPowerCompanyMember d:VirginiaRegulationMember d:SolarDevelopmentProjectMember d:RideUS4Member 2019-07-31 0000715957 d:VirginiaElectricAndPowerCompanyMember d:VirginiaRegulationMember d:SolarDevelopmentProjectMember d:RideUS4Member 2019-07-01 2019-07-31 0000715957 d:VirginiaElectricAndPowerCompanyMember d:VirginiaRegulationMember d:SolarDevelopmentProjectMember d:RideUS4Member 2020-01-01 2020-01-31 0000715957 d:VirginiaElectricAndPowerCompanyMember d:VirginiaRegulationMember d:SolarDevelopmentProjectMember d:RideUS4Member 2020-03-01 2020-03-31 0000715957 d:VirginiaElectricAndPowerCompanyMember d:VirginiaRegulationMember d:AnnualFuelFactorMember 2020-02-01 2020-02-29 0000715957 d:VirginiaElectricAndPowerCompanyMember d:VirginiaRegulationMember d:AnnualFuelFactorMember 2020-03-01 2020-03-31 0000715957 d:VirginiaElectricAndPowerCompanyMember d:VirginiaRegulationMember d:AnnualFuelFactorMember 2020-06-01 2020-06-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:FederalEnergyRegulatoryCommissionMember us-gaap:OperatingSegmentsMember 2020-05-01 2020-05-31 0000715957 d:VirginiaElectricAndPowerCompanyMember d:RiderT1Member d:VirginiaRegulationMember us-gaap:OperatingSegmentsMember d:TransmissionComponentOfVirginiaPowersMember 2020-05-01 2020-05-31 0000715957 d:VirginiaElectricAndPowerCompanyMember d:RiderT1Member d:VirginiaRegulationMember us-gaap:OperatingSegmentsMember 2020-05-01 2020-05-31 0000715957 d:RidersC1aC2aAndC3aMember d:VirginiaElectricAndPowerCompanyMember 2019-12-01 2019-12-31 utr:acre 0000715957 2019-12-01 2019-12-31 0000715957 d:RidersC1aC2aAndC3aMember us-gaap:OperatingSegmentsMember d:EnergyEfficiencyProgramMember d:VirginiaElectricAndPowerCompanyMember d:VirginiaRegulationMember 2019-12-01 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember d:VirginiaRegulationMember d:RiderUMember d:FifthPhaseMember 2020-06-01 2020-06-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:VirginiaRegulationMember d:RiderUMember d:PreviousPhaseMember 2020-06-01 2020-06-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:VirginiaRegulationMember d:RiderUMember 2020-06-01 2020-06-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:RiderUS3Member 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:RiderBWMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:RiderUS2Member 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:RiderEMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:RiderBMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:RiderGVMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:RiderRMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:RiderSMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:RiderWMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:RiderUS3OneMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:RideUS4Member 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:RiderBWOneMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:A68And6875Due2026And2027Member 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:VirginiaRegulationMember d:ElectricTransmissionProjectsMember d:BrambletonYardleyRidgeLineAndBrambletonPolandRoadLineInLoudounCountyVirginiaMember 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember d:VirginiaRegulationMember d:ElectricTransmissionProjectsMember d:BrambletonYardleyRidgeLineMember 2020-05-31 utr:kV 0000715957 d:VirginiaElectricAndPowerCompanyMember d:VirginiaRegulationMember d:ElectricTransmissionProjectsMember d:BrambletonYardleyRidgeLineAndBrambletonPolandRoadLineInLoudounCountyVirginiaMember 2019-12-01 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember d:VirginiaRegulationMember d:ElectricTransmissionProjectsMember d:BrambletonYardleyRidgeLineMember 2020-05-01 2020-05-31 0000715957 d:VirginiaElectricAndPowerCompanyMember d:RebuildAndOperateFiveSegmentsBetweenTheLoudounAndOxSubstationsMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:BuildNewLockridgeSubstationAndLineLoopInLoudounCountyVirginiaMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:RebuildAndOperateTwoLinesInChesterfieldCountyVirginiaMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:BristersLadysmithRebuildProjectInCountiesOfFauquierStaffordSpotsylvaniaAndCarolineVirginiaMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:RelocateAndReplaceTransmissionLineUndergroundBetweenTysonsSubstationAndFutureSpringHillSubstationMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:RebuildAndInstallNewLineInCountiesOfNewKentKingWilliamKingAndQueenEssexAndRichmondVirginiaMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:RebuildAndOperateFiveSegmentsBetweenTheLoudounAndOxSubstationsMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:BuildNewLockridgeSubstationAndLineLoopInLoudounCountyVirginiaMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:RebuildAndOperateTwoLinesInChesterfieldCountyVirginiaMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:BristersLadysmithRebuildProjectInCountiesOfFauquierStaffordSpotsylvaniaAndCarolineVirginiaMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:RelocateAndReplaceTransmissionLineUndergroundBetweenTysonsSubstationAndFutureSpringHillSubstationMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:RebuildAndInstallNewLineInCountiesOfNewKentKingWilliamKingAndQueenEssexAndRichmondVirginiaMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:NorthCarolinaRegulationMember d:BaseRateCaseMember 2019-03-01 2019-03-31 0000715957 d:VirginiaElectricAndPowerCompanyMember d:NorthCarolinaRegulationMember d:BaseRateCaseMember 2019-09-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:NorthCarolinaRegulationMember 2020-01-01 2020-01-31 0000715957 d:VirginiaElectricAndPowerCompanyMember d:NorthCarolinaRegulationMember 2020-08-01 2020-08-31 0000715957 d:NorthCarolinaRegulationMember d:PublicServiceCompanyOfNorthCarolinaMember d:PipelineIntegrityAndSafetyProgramMember 2020-02-01 2020-02-29 0000715957 d:PipelineIntegrityAndSafetyProgramMember 2020-03-01 2020-03-31 0000715957 d:SouthCarolinaRegulationMember d:SouthCarolinaElectricBaseRateCaseMember 2020-08-01 2020-08-31 0000715957 d:DominionEnergySouthCarolinaIncMember d:RiderDSMMember d:SouthCarolinaRegulationMember 2020-01-01 2020-01-31 0000715957 d:RiderDSMMember 2020-01-01 2020-01-31 0000715957 d:RiderDSMMember 2020-04-01 2020-04-30 0000715957 d:DominionEnergySouthCarolinaIncMember d:SouthCarolinaRegulationMember d:CostOfFuelMember 2020-02-01 2020-02-29 0000715957 d:CostOfFuelMember 2020-02-01 2020-02-29 0000715957 d:CostOfFuelMember 2020-04-01 2020-04-30 0000715957 d:DominionEnergySouthCarolinaIncMember d:SouthCarolinaRegulationMember srt:ScenarioForecastMember 2020-01-01 2020-12-31 0000715957 d:DominionEnergySouthCarolinaIncMember d:SouthCarolinaRegulationMember d:TransmissionLinesInAikenCountySouthCarolinaMember 2020-02-01 2020-02-29 0000715957 d:DominionEnergySouthCarolinaIncMember d:TransmissionLinesInAikenCountySouthCarolinaMember 2020-02-01 2020-02-29 0000715957 d:SouthCarolinaRegulationMember d:GasRateCaseMember 2020-06-01 2020-06-30 0000715957 d:SouthCarolinaRegulationMember d:GasRateCaseMember us-gaap:SubsequentEventMember 2020-10-01 2020-10-31 0000715957 d:SouthCarolinaRegulationMember d:GasRateCaseMember 2020-01-01 2020-09-30 0000715957 d:PIRProgramMember 2008-01-01 2008-12-31 0000715957 d:OhioRegulationMember d:PIRProgramMember 2019-12-31 0000715957 d:OhioRegulationMember d:PIRProgramMember 2020-04-30 0000715957 d:OhioRegulationMember d:PIRProgramMember 2020-04-01 2020-04-30 0000715957 d:WestVirginiaRegulationMember d:WestVirginiaBaseRateCaseMember 2020-09-01 2020-09-30 0000715957 d:HopeGasIncMember d:WestVirginiaRegulationMember srt:ScenarioForecastMember d:PipelineReplacementAndExpansionProgramMember 2020-01-01 2020-12-31 0000715957 d:HopeGasIncMember d:WestVirginiaRegulationMember srt:ScenarioForecastMember d:PipelineReplacementAndExpansionProgramMember 2021-01-01 2021-12-31 0000715957 d:HopeGasIncMember d:WestVirginiaRegulationMember d:PipelineReplacementAndExpansionProgramMember 2019-01-01 2019-12-31 0000715957 d:HopeGasIncMember d:WestVirginiaRegulationMember srt:ScenarioForecastMember d:PipelineReplacementAndExpansionProgramMember 2020-11-01 2020-11-01 0000715957 d:PipelineReplacementAndExpansionProgramMember 2020-05-01 2020-05-31 0000715957 d:UtahRegulationMember d:RuralExpansionProjectMember 2019-12-01 2019-12-31 d:ServiceLine 0000715957 d:QuestarGasCompanyMember d:WyomingBaseRateCaseMember 2019-11-01 2019-11-30 0000715957 d:QuestarGasCompanyMember d:WyomingBaseRateCaseMember 2020-01-01 2020-09-30 0000715957 d:PowerPurchaseArrangementMember 2020-07-01 2020-09-30 0000715957 d:PowerPurchaseArrangementMember 2020-01-01 2020-09-30 0000715957 d:PowerPurchaseArrangementMember 2019-07-01 2019-09-30 0000715957 d:PowerPurchaseArrangementMember 2019-01-01 2019-09-30 0000715957 d:LessorMember d:NewCorporateOfficeMember d:BuiltToSuitLeaseArrangementWithLessorToConstructAndLeaseCorporateOfficePropertyMember 2019-12-31 0000715957 d:NewCorporateOfficeMember d:BuiltToSuitLeaseArrangementWithLessorToConstructAndLeaseCorporateOfficePropertyMember 2019-01-01 2019-12-31 0000715957 d:NewCorporateOfficeMember d:BuiltToSuitLeaseArrangementWithLessorToConstructAndLeaseCorporateOfficePropertyMember 2019-12-31 0000715957 us-gaap:VariableInterestEntityPrimaryBeneficiaryMember d:SBLHoldcoMember 2020-09-30 0000715957 us-gaap:VariableInterestEntityPrimaryBeneficiaryMember d:SBLHoldcoMember 2019-12-31 d:Generator 0000715957 d:VariableInterestEntityVIEAndPotentialVIEInformationUnavailabilityMember d:VirginiaElectricAndPowerCompanyMember 2019-01-01 2019-12-31 0000715957 d:VariableInterestEntityVIEAndPotentialVIEInformationUnavailabilityMember d:VirginiaElectricAndPowerCompanyMember 2019-05-01 2019-05-31 0000715957 d:VariableInterestEntityVIEAndPotentialVIEInformationUnavailabilityMember d:VirginiaElectricAndPowerCompanyMember 2019-04-01 2019-06-30 0000715957 d:VariableInterestEntityVIEAndPotentialVIEInformationUnavailabilityMember d:VirginiaElectricAndPowerCompanyMember 2019-01-01 2019-09-30 0000715957 us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember d:VirginiaElectricAndPowerCompanyMember d:DominionEnergyServicesIncMember 2020-07-01 2020-09-30 0000715957 us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember d:VirginiaElectricAndPowerCompanyMember d:DominionEnergyServicesIncMember 2019-07-01 2019-09-30 0000715957 us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember d:VirginiaElectricAndPowerCompanyMember d:DominionEnergyServicesIncMember 2020-01-01 2020-09-30 0000715957 us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember d:VirginiaElectricAndPowerCompanyMember d:DominionEnergyServicesIncMember 2019-01-01 2019-09-30 0000715957 us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember d:VirginiaElectricAndPowerCompanyMember d:DominionEnergyServicesIncMember 2020-09-30 0000715957 us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember d:VirginiaElectricAndPowerCompanyMember d:DominionEnergyServicesIncMember 2019-12-31 0000715957 us-gaap:LetterOfCreditMember 2020-09-30 0000715957 us-gaap:LetterOfCreditMember d:CreditFacilityMaturingInJuneTwoThousandTwentyMember 2020-04-30 0000715957 us-gaap:LetterOfCreditMember d:CreditFacilityMaturingInJuneTwoThousandTwentyMember 2020-05-31 0000715957 us-gaap:LetterOfCreditMember d:CreditFacilityMaturingInJuneTwoThousandTwentyMember 2020-09-30 0000715957 us-gaap:LetterOfCreditMember d:CreditFacilityMaturingInJuneTwoThousandTwentyMember 2020-01-01 2020-09-30 0000715957 us-gaap:LetterOfCreditMember d:CreditFacilityMaturingInJuneTwoThousandTwentyMember 2020-05-01 2020-05-31 0000715957 d:ThreeSixtyFourDayRevolvingCreditFacilityMember 2020-03-31 0000715957 d:ThreeSixtyFourDayRevolvingCreditFacilityMember 2020-03-01 2020-03-31 0000715957 d:ThreeSixtyFourDayRevolvingCreditFacilityMember 2020-09-30 0000715957 d:DominionEnergySouthCarolinaMember 2020-09-30 0000715957 d:QuestarGasCompanyMember 2020-09-30 0000715957 d:DominionEnergySouthCarolinaMember 2020-01-01 2020-09-30 0000715957 d:SouthCarolinaGeneratingCompanyIncMember 2020-01-01 2020-09-30 0000715957 d:SBLHoldcoMember d:CreditFacilitiesMaturingInDecember2017With1YearAutomaticRenewalsThrough2023Member 2020-09-30 0000715957 d:DominionSolarProjectsThreeIncMember d:CreditFacilitiesMaturingInMay2018With1YearAutomaticRenewalsThrough2024Member 2020-09-30 0000715957 d:SBLHoldcoMember d:CreditFacilitiesMaturingInDecember2017With1YearAutomaticRenewalsThrough2023Member 2020-01-01 2020-09-30 0000715957 d:DominionSolarProjectsThreeIncMember d:CreditFacilitiesMaturingInMay2018With1YearAutomaticRenewalsThrough2024Member 2020-01-01 2020-09-30 0000715957 d:TermLoanCreditAgreementMember 2020-03-31 0000715957 d:TermLoanCreditAgreementMember 2020-03-01 2020-03-31 0000715957 d:TermLoanCreditAgreementMember 2020-04-30 0000715957 d:TermLoanCreditAgreementMember 2020-04-01 2020-04-30 0000715957 d:ShelfRegistrationForSaleOfDemandNotesMember d:FloatingRateDemandNotesMember 2017-11-30 0000715957 d:FloatingRateDemandNotesMember 2020-09-30 0000715957 d:FloatingRateDemandNotesMember 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:LineOfCreditMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:LetterOfCreditMember 2020-09-30 0000715957 d:June2006HybridsMember 2020-02-29 0000715957 d:September2006HybridsMember 2020-02-29 0000715957 d:JuneTwoZeroZeroSixAndSeptemberTwoZeroZeroSixHybridsMember d:InterestAndRelatedChargesMember 2020-01-01 2020-09-30 0000715957 d:SCANAMember d:FloatingRateSeniorNotesMember 2020-03-31 0000715957 d:SCANAMember d:FloatingRateSeniorNotesMember 2020-01-01 2020-09-30 0000715957 d:SCANAMember d:FloatingRateSeniorNotesMember d:InterestAndRelatedChargesMember 2020-01-01 2020-09-30 0000715957 d:SCANAMember d:FourPointSevenFivePercentMediumTermNotesMember 2020-03-31 0000715957 d:SCANAMember d:FourPointOneTwoFivePercentMediumTermNotesMember 2020-03-31 0000715957 d:SCANAMember d:FourPointSevenFiveAndFourPointOneTwoFivePercentMediumTermNotesMember d:InterestAndRelatedChargesMember 2020-01-01 2020-09-30 0000715957 us-gaap:SeniorNotesMember d:SeniorNotesDueInTwoZeroTwoFiveMember 2020-03-31 0000715957 us-gaap:SeniorNotesMember d:SeniorNotesDueInTwoZeroTwoSevenMember 2020-03-31 0000715957 us-gaap:SeniorNotesMember d:SeniorNotesDueInTwoZeroTwoFiveMember 2020-03-01 2020-03-31 0000715957 us-gaap:SeniorNotesMember d:SeniorNotesDueInTwoZeroTwoSevenMember 2020-03-01 2020-03-31 0000715957 d:PublicServiceCompanyOfNorthCarolinaMember d:SeniorNotesDueInTwoZeroThreeZeroMember 2020-03-31 0000715957 d:PublicServiceCompanyOfNorthCarolinaMember d:SeniorNotesDueInTwoZeroThreeZeroMember 2020-03-01 2020-03-31 0000715957 us-gaap:SeniorNotesMember d:SeniorNotesDueInTwoZeroThreeZeroMember 2020-04-30 0000715957 us-gaap:SeniorNotesMember d:SeniorNotesDueInTwoZeroThreeZeroMember 2020-04-01 2020-04-30 0000715957 us-gaap:JuniorSubordinatedDebtMember d:TwoPointFiveSevenNinePercentageJuniorSubordinatedNotesMember 2020-04-30 0000715957 us-gaap:JuniorSubordinatedDebtMember d:TwoPointFiveSevenNinePercentageJuniorSubordinatedNotesMember 2020-04-01 2020-04-30 0000715957 us-gaap:JuniorSubordinatedDebtMember d:TwoPointFiveSevenNinePercentageJuniorSubordinatedNotesMember 2020-06-30 0000715957 us-gaap:SeniorNotesMember d:SeniorNotesDueInTwoZeroTwoFiveMember 2020-06-30 0000715957 us-gaap:SeniorNotesMember d:SeniorNotesDueInTwoZeroThreeZeroMember 2020-06-30 0000715957 us-gaap:SeniorNotesMember d:SeniorNotesDueInTwoZeroFiveZeroMember 2020-06-30 0000715957 us-gaap:SeniorNotesMember d:SeniorNotesDueInTwoZeroTwoFiveMember 2020-06-01 2020-06-30 0000715957 us-gaap:SeniorNotesMember d:SeniorNotesDueInTwoZeroThreeZeroMember 2020-06-01 2020-06-30 0000715957 us-gaap:SeniorNotesMember d:SeniorNotesDueInTwoZeroFiveZeroMember 2020-06-01 2020-06-30 d:Bond 0000715957 d:TaxExemptBondsMember d:VirginiaElectricAndPowerCompanyMember 2020-06-01 2020-06-30 0000715957 d:TaxExemptBondsMember d:VirginiaElectricAndPowerCompanyMember 2020-06-30 0000715957 d:TaxExemptBondsMember d:VirginiaElectricAndPowerCompanyMember d:OnePointTwoZeroPercentTaxExemptBondMember 2020-06-30 0000715957 d:TaxExemptBondsMember d:VirginiaElectricAndPowerCompanyMember 2020-09-01 2020-09-30 0000715957 d:TaxExemptBondsMember d:VirginiaElectricAndPowerCompanyMember 2020-09-30 0000715957 d:TaxExemptBondsMember d:VirginiaElectricAndPowerCompanyMember d:ZeroPointFourFivePercentTaxExemptBondMember 2020-09-01 2020-09-30 0000715957 d:TaxExemptBondsMember d:VirginiaElectricAndPowerCompanyMember d:ZeroPointSevenFivePercentTaxExemptBondsMember 2020-09-01 2020-09-30 0000715957 d:TaxExemptBondsMember d:VirginiaElectricAndPowerCompanyMember d:ZeroPointFourFivePercentTaxExemptBondMember 2020-09-30 0000715957 d:TaxExemptBondsMember d:VirginiaElectricAndPowerCompanyMember d:ZeroPointSevenFivePercentTaxExemptBondsMember 2020-09-30 0000715957 d:FloatingRateSeniorNotesMember 2020-09-30 0000715957 d:FloatingRateSeniorNotesMember 2020-09-01 2020-09-30 0000715957 us-gaap:InterestRateSwapMember 2020-06-30 0000715957 us-gaap:InterestRateSwapMember 2020-06-01 2020-06-30 0000715957 us-gaap:InterestRateSwapMember d:VirginiaPowerMember 2020-08-31 0000715957 us-gaap:InterestRateSwapMember d:VirginiaPowerMember 2020-08-01 2020-08-31 0000715957 d:DominionEnergyMidstreamPartnersLPMember 2019-01-01 2019-01-31 0000715957 d:TwoThousandAndNineteenSeriesACorporateUnitsMember 2019-06-14 0000715957 us-gaap:CommonStockMember d:TwoThousandAndNineteenSeriesACorporateUnitsMember 2019-06-14 0000715957 srt:ScenarioForecastMember srt:MaximumMember d:TwoThousandAndNineteenSeriesACorporateUnitsMember 2022-06-01 2022-06-30 0000715957 d:TwoThousandAndNineteenSeriesACorporateUnitsMember 2019-06-14 2019-06-14 0000715957 2019-06-14 2019-06-14 0000715957 us-gaap:PreferredStockMember 2019-06-14 2019-06-14 0000715957 us-gaap:CommonStockMember 2019-06-14 2019-06-14 0000715957 us-gaap:PreferredStockMember 2020-07-01 2020-09-30 0000715957 us-gaap:PreferredStockMember 2020-01-01 2020-09-30 0000715957 us-gaap:SeriesBPreferredStockMember d:DominionEnergyMember 2019-12-31 0000715957 us-gaap:SeriesBPreferredStockMember d:DominionEnergyMember 2019-12-01 2019-12-31 0000715957 us-gaap:SeriesBPreferredStockMember d:DominionEnergyMember 2020-07-01 2020-09-30 0000715957 us-gaap:SeriesBPreferredStockMember d:DominionEnergyMember 2020-01-01 2020-09-30 0000715957 d:DominionEnergyMember 2019-12-01 2019-12-31 0000715957 srt:ScenarioForecastMember 2024-12-15 0000715957 us-gaap:CommonStockMember d:SettlementAgreementMember 2020-09-01 2020-09-30 0000715957 d:ShelfRegistrationForSaleOfCommonStockThroughAtMarketProgramMember srt:MaximumMember 2020-03-01 2020-03-31 0000715957 d:ShelfRegistrationForSaleOfCommonStockThroughAtMarketProgramMember srt:MaximumMember 2020-08-01 2020-08-31 0000715957 d:ShelfRegistrationForSaleOfCommonStockThroughAtMarketProgramMember 2020-01-01 2020-09-30 0000715957 d:ShelfRegistrationForSaleOfCommonStockThroughAtMarketProgramMember 2020-08-01 2020-08-31 0000715957 us-gaap:CommonStockMember 2020-07-31 0000715957 us-gaap:CommonStockMember d:OpenMarketAgreementMember 2020-07-01 2020-09-30 d:agreement 0000715957 2020-09-01 2020-09-30 0000715957 us-gaap:CommonStockMember 2020-09-01 2020-09-30 0000715957 us-gaap:CommonStockMember srt:ScenarioForecastMember 2020-11-01 2020-11-30 utr:T 0000715957 d:CarbonRegulationsMember 2016-08-01 2016-08-31 0000715957 us-gaap:UnfavorableRegulatoryActionMember d:VirginiaDepartmentOfEnvironmentalQualityMember 2019-05-01 2019-05-31 0000715957 us-gaap:UnfavorableRegulatoryActionMember d:CleanWaterActMember srt:MinimumMember 2020-01-01 2020-09-30 d:Indicator 0000715957 us-gaap:UnfavorableRegulatoryActionMember d:CleanWaterActMember 2020-01-01 2020-09-30 0000715957 us-gaap:UnfavorableRegulatoryActionMember d:EnvironmentalProtectionAgencyMember 2020-01-01 2020-09-30 0000715957 us-gaap:UnfavorableRegulatoryActionMember d:CleanWaterActMember d:VirginiaElectricAndPowerCompanyMember 2020-01-01 2020-09-30 d:Petition 0000715957 us-gaap:UnfavorableRegulatoryActionMember d:CleanWaterActMember d:EnvironmentalProtectionAgencyMember d:FinalRuleToReviseEffluentLimitationsGuidelinesForSteamElectricPowerGeneratingCategoryMember 2017-04-01 2017-04-30 0000715957 us-gaap:UnfavorableRegulatoryActionMember d:CleanWaterActMember d:EnvironmentalProtectionAgencyMember d:FinalRuleToReviseEffluentLimitationsGuidelinesForSteamElectricPowerGeneratingCategoryMember srt:MinimumMember us-gaap:SubsequentEventMember 2020-10-01 2020-10-31 0000715957 us-gaap:UnfavorableRegulatoryActionMember d:CleanWaterActMember d:EnvironmentalProtectionAgencyMember d:FinalRuleToReviseEffluentLimitationsGuidelinesForSteamElectricPowerGeneratingCategoryMember srt:MaximumMember us-gaap:SubsequentEventMember 2020-10-01 2020-10-31 d:site 0000715957 us-gaap:UnfavorableRegulatoryActionMember d:WasteManagementAndRemediationMember d:EnvironmentalProtectionAgencyMember 2020-01-01 2020-09-30 0000715957 us-gaap:UnfavorableRegulatoryActionMember d:WasteManagementAndRemediationMember d:EnvironmentalProtectionAgencyMember d:VirginiaElectricAndPowerCompanyMember 2020-01-01 2020-09-30 0000715957 us-gaap:UnfavorableRegulatoryActionMember d:WasteManagementAndRemediationMember d:EnvironmentalProtectionAgencyMember d:FormerGasPlantSiteWithPostClosureGroundwaterMonitoringProgramMember 2019-01-01 2019-12-31 0000715957 us-gaap:UnfavorableRegulatoryActionMember d:WasteManagementAndRemediationMember d:EnvironmentalProtectionAgencyMember d:FormerGasPlantSiteWithPostClosureGroundwaterMonitoringProgramMember 2020-01-01 2020-09-30 0000715957 us-gaap:UnfavorableRegulatoryActionMember d:WasteManagementAndRemediationMember d:EnvironmentalProtectionAgencyMember d:FormerGasPlantSiteWithPostClosureGroundwaterMonitoringProgramMember d:VirginiaElectricAndPowerCompanyMember 2019-01-01 2019-12-31 0000715957 us-gaap:UnfavorableRegulatoryActionMember d:WasteManagementAndRemediationMember d:EnvironmentalProtectionAgencyMember d:FormerGasPlantSiteWithPostClosureGroundwaterMonitoringProgramMember d:VirginiaElectricAndPowerCompanyMember 2020-01-01 2020-09-30 0000715957 d:SCANAMember d:OtherReceivablesMember 2020-09-30 0000715957 d:SCANAMember d:OtherReceivablesMember 2019-12-31 0000715957 d:SCANAMember d:DESCRatepayerCaseMember 2018-12-31 0000715957 d:SCANAMember d:DESCRatepayerCaseMember 2018-01-01 2018-12-31 0000715957 d:SCANAMember d:DESCRatepayerCaseMember 2019-07-01 2019-07-31 0000715957 d:SCANAMember d:DESCRatepayerCaseMember srt:MinimumMember 2018-01-01 2018-12-31 0000715957 d:SCANAMember d:DESCRatepayerCaseMember srt:MaximumMember 2018-01-01 2018-12-31 0000715957 d:SCANAMember d:DESCRatepayerCaseMember 2020-09-30 0000715957 d:SCANAMember d:DESCRatepayerCaseMember 2020-08-31 0000715957 d:SCANAMember d:DESCRatepayerCaseMember 2020-09-01 2020-09-30 0000715957 d:DESCRatepayerCaseMember 2020-03-01 2020-03-31 0000715957 us-gaap:CommonStockMember 2020-03-01 2020-03-31 0000715957 d:SCANAMember 2019-12-01 2019-12-31 0000715957 d:SCANAMember 2020-08-01 2020-08-31 0000715957 us-gaap:CommonStockMember srt:MaximumMember d:SCANAMember 2019-12-01 2019-12-31 0000715957 d:SCANAMember 2020-03-31 0000715957 d:DESCMember stpr:SC 2019-02-01 2019-02-28 0000715957 us-gaap:CaliforniaFranchiseTaxBoardMember d:DESCMember 2018-06-01 2018-06-30 0000715957 d:SCANAMember 2020-04-01 2020-04-30 0000715957 d:SCANAAndDESCMember 2020-04-01 2020-04-30 0000715957 d:DESCMember d:NNDProjectCostsMember 2020-09-30 0000715957 d:DESCMember 2018-08-01 2018-08-31 0000715957 us-gaap:NuclearPlantMember 2020-01-01 2020-03-31 0000715957 us-gaap:NuclearPlantMember 2020-04-01 2020-06-30 0000715957 d:ThirdPartiesMember us-gaap:FinancialGuaranteeMember 2020-09-30 0000715957 us-gaap:CommodityMember 2020-09-30 0000715957 us-gaap:NuclearPlantMember 2020-09-30 0000715957 d:DominionCovePointLNGLPMember 2020-09-30 0000715957 d:SolarMember 2020-09-30 0000715957 d:OtherGuarantorObligationsMember 2020-09-30 0000715957 us-gaap:SuretyBondMember 2020-09-30 0000715957 us-gaap:SuretyBondMember d:VirginiaElectricAndPowerCompanyMember 2020-09-30 0000715957 us-gaap:FinancialStandbyLetterOfCreditMember 2020-09-30 0000715957 us-gaap:CreditConcentrationRiskMember d:InternalAndExternalCreditRatingInvestmentGradeMember d:InvestmentGradeCounterpartyMember 2020-01-01 2020-09-30 d:counterparty 0000715957 us-gaap:CreditConcentrationRiskMember 2020-09-30 0000715957 us-gaap:CreditConcentrationRiskMember 2020-01-01 2020-09-30 0000715957 us-gaap:CreditConcentrationRiskMember d:InternalAndExternalCreditRatingInvestmentGradeMember d:VirginiaElectricAndPowerCompanyMember d:InvestmentGradeCounterpartyMember 2020-01-01 2020-09-30 0000715957 us-gaap:CreditConcentrationRiskMember d:VirginiaElectricAndPowerCompanyMember us-gaap:SalesRevenueNetMember d:WholesaleCustomersMember 2020-09-30 0000715957 us-gaap:CreditConcentrationRiskMember d:VirginiaElectricAndPowerCompanyMember us-gaap:SalesRevenueNetMember d:WholesaleCustomersMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember srt:AffiliatedEntityMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember srt:AffiliatedEntityMember 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:PensionPlansDefinedBenefitMember d:AmountsAssociatedWithDominionPensionPlanMember 2020-08-01 2020-08-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:PensionPlansDefinedBenefitMember d:AmountsAssociatedWithDominionPensionPlanMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:PensionPlansDefinedBenefitMember d:AmountsAssociatedWithDominionPensionPlanMember 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:DefinedBenefitPostretirementHealthCoverageMember d:AmountsAssociatedWithDominionRetireeHealthAndWelfarePlanMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:DefinedBenefitPostretirementHealthCoverageMember d:AmountsAssociatedWithDominionRetireeHealthAndWelfarePlanMember 2019-12-31 0000715957 d:VirginiaElectricAndPowerCompanyMember srt:AffiliatedEntityMember 2020-07-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember srt:AffiliatedEntityMember 2019-07-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember srt:AffiliatedEntityMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember srt:AffiliatedEntityMember 2019-01-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:ServicesProvidedByAffiliatesMember srt:AffiliatedEntityMember 2020-07-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:ServicesProvidedByAffiliatesMember srt:AffiliatedEntityMember 2019-07-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:ServicesProvidedByAffiliatesMember srt:AffiliatedEntityMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:ServicesProvidedByAffiliatesMember srt:AffiliatedEntityMember 2019-01-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:PrincipalOwnerMember d:ShortTermBorrowingArrangementsMember 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:PrincipalOwnerMember d:ShortTermBorrowingArrangementsMember 2019-12-31 0000715957 us-gaap:SegmentDiscontinuedOperationsMember 2020-07-01 2020-09-30 0000715957 us-gaap:SegmentDiscontinuedOperationsMember 2019-07-01 2019-09-30 0000715957 us-gaap:PensionPlansDefinedBenefitMember 2020-07-01 2020-09-30 0000715957 us-gaap:PensionPlansDefinedBenefitMember 2019-07-01 2019-09-30 0000715957 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2020-07-01 2020-09-30 0000715957 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2019-07-01 2019-09-30 0000715957 us-gaap:PensionPlansDefinedBenefitMember 2020-01-01 2020-09-30 0000715957 us-gaap:PensionPlansDefinedBenefitMember 2019-01-01 2019-09-30 0000715957 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2020-01-01 2020-09-30 0000715957 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2019-01-01 2019-09-30 0000715957 srt:ScenarioForecastMember 2020-10-01 2020-12-31 0000715957 d:VoluntaryRetirementProgramMember 2019-04-01 2019-06-30 0000715957 d:VoluntaryRetirementProgramMember d:VirginiaElectricAndPowerCompanyMember 2019-04-01 2019-06-30 0000715957 d:VoluntaryRetirementProgramMember d:OtherOperationsAndMaintenanceExpenseMember 2019-04-01 2019-06-30 0000715957 d:VoluntaryRetirementProgramMember d:OtherOperationsAndMaintenanceExpenseMember d:VirginiaElectricAndPowerCompanyMember 2019-04-01 2019-06-30 0000715957 d:VoluntaryRetirementProgramMember d:OtherTaxesMember 2019-04-01 2019-06-30 0000715957 d:VoluntaryRetirementProgramMember d:OtherTaxesMember d:VirginiaElectricAndPowerCompanyMember 2019-04-01 2019-06-30 0000715957 d:VoluntaryRetirementProgramMember us-gaap:OtherNonoperatingIncomeExpenseMember 2019-04-01 2019-06-30 0000715957 d:VoluntaryRetirementProgramMember d:NetIncomeIncludingNoncontrollingInterestFromDiscontinuedOperationsMember 2019-04-01 2019-06-30 0000715957 us-gaap:PensionPlansDefinedBenefitMember srt:ScenarioForecastMember 2020-01-01 2020-12-31 0000715957 us-gaap:PensionPlansDefinedBenefitMember srt:MinimumMember 2019-12-31 0000715957 us-gaap:PensionPlansDefinedBenefitMember srt:MaximumMember 2019-12-31 0000715957 us-gaap:PensionPlansDefinedBenefitMember srt:ScenarioForecastMember 2020-12-31 0000715957 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember srt:ScenarioForecastMember 2020-01-01 2020-12-31 0000715957 us-gaap:CorporateAndOtherMember us-gaap:OperatingSegmentsMember 2020-01-01 2020-09-30 0000715957 us-gaap:CorporateAndOtherMember us-gaap:OperatingSegmentsMember 2019-01-01 2019-09-30 0000715957 us-gaap:OperatingSegmentsMember 2020-01-01 2020-09-30 0000715957 us-gaap:OperatingSegmentsMember 2019-01-01 2019-09-30 0000715957 d:DominionEnergySouthCarolinaIncMember d:SCANAMember 2019-09-30 0000715957 d:DominionEnergyVirginiaMember d:SCANAMember 2019-01-01 2019-09-30 0000715957 d:GasDistributionSegmentMember d:SCANAMember 2019-01-01 2019-09-30 0000715957 d:ContractedAssetsMember d:SCANAMember 2019-01-01 2019-09-30 0000715957 d:DominionEnergyVirginiaMember d:ElectricGenerationFacilitiesMember us-gaap:OperatingSegmentsMember 2019-01-01 2019-09-30 0000715957 d:DominionEnergyVirginiaMember d:ElectricGenerationFacilitiesMember us-gaap:OperatingSegmentsMember 2020-01-01 2020-09-30 0000715957 d:DominionEnergyVirginiaMember d:AutomatedMeterReadingProgramMember 2019-01-01 2019-09-30 0000715957 us-gaap:OperatingSegmentsMember d:FowlerRidgeMember 2020-01-01 2020-09-30 0000715957 d:ContractedAssetsMember us-gaap:OperatingSegmentsMember 2019-01-01 2019-09-30 0000715957 d:DominionEnergyVirginiaMember us-gaap:OperatingSegmentsMember 2019-01-01 2019-09-30 0000715957 d:DominionEnergyVirginiaMember d:VirginiaLegislationMember 2019-01-01 2019-09-30 0000715957 d:DominionEnergyVirginiaMember us-gaap:OperatingSegmentsMember 2020-07-01 2020-09-30 0000715957 d:GasDistributionSegmentMember us-gaap:OperatingSegmentsMember 2020-07-01 2020-09-30 0000715957 d:DominionEnergySouthCarolinaMember us-gaap:OperatingSegmentsMember 2020-07-01 2020-09-30 0000715957 d:ContractedAssetsMember us-gaap:OperatingSegmentsMember 2020-07-01 2020-09-30 0000715957 us-gaap:CorporateAndOtherMember us-gaap:OperatingSegmentsMember 2020-07-01 2020-09-30 0000715957 us-gaap:OperatingSegmentsMember 2020-07-01 2020-09-30 0000715957 d:DominionEnergyVirginiaMember us-gaap:IntersegmentEliminationMember 2020-07-01 2020-09-30 0000715957 d:GasDistributionSegmentMember us-gaap:IntersegmentEliminationMember 2020-07-01 2020-09-30 0000715957 d:DominionEnergySouthCarolinaMember us-gaap:IntersegmentEliminationMember 2020-07-01 2020-09-30 0000715957 d:ContractedAssetsMember us-gaap:IntersegmentEliminationMember 2020-07-01 2020-09-30 0000715957 us-gaap:CorporateAndOtherMember us-gaap:IntersegmentEliminationMember 2020-07-01 2020-09-30 0000715957 us-gaap:IntersegmentEliminationMember 2020-07-01 2020-09-30 0000715957 d:DominionEnergyVirginiaMember 2020-07-01 2020-09-30 0000715957 d:GasDistributionSegmentMember 2020-07-01 2020-09-30 0000715957 d:DominionEnergySouthCarolinaMember 2020-07-01 2020-09-30 0000715957 d:ContractedAssetsMember 2020-07-01 2020-09-30 0000715957 us-gaap:CorporateAndOtherMember 2020-07-01 2020-09-30 0000715957 d:DominionEnergyVirginiaMember us-gaap:OperatingSegmentsMember 2019-07-01 2019-09-30 0000715957 d:GasDistributionSegmentMember us-gaap:OperatingSegmentsMember 2019-07-01 2019-09-30 0000715957 d:DominionEnergySouthCarolinaMember us-gaap:OperatingSegmentsMember 2019-07-01 2019-09-30 0000715957 d:ContractedAssetsMember us-gaap:OperatingSegmentsMember 2019-07-01 2019-09-30 0000715957 us-gaap:CorporateAndOtherMember us-gaap:OperatingSegmentsMember 2019-07-01 2019-09-30 0000715957 us-gaap:OperatingSegmentsMember 2019-07-01 2019-09-30 0000715957 d:DominionEnergyVirginiaMember us-gaap:IntersegmentEliminationMember 2019-07-01 2019-09-30 0000715957 d:GasDistributionSegmentMember us-gaap:IntersegmentEliminationMember 2019-07-01 2019-09-30 0000715957 d:DominionEnergySouthCarolinaMember us-gaap:IntersegmentEliminationMember 2019-07-01 2019-09-30 0000715957 d:ContractedAssetsMember us-gaap:IntersegmentEliminationMember 2019-07-01 2019-09-30 0000715957 us-gaap:CorporateAndOtherMember us-gaap:IntersegmentEliminationMember 2019-07-01 2019-09-30 0000715957 us-gaap:IntersegmentEliminationMember 2019-07-01 2019-09-30 0000715957 d:DominionEnergyVirginiaMember 2019-07-01 2019-09-30 0000715957 d:GasDistributionSegmentMember 2019-07-01 2019-09-30 0000715957 d:DominionEnergySouthCarolinaMember 2019-07-01 2019-09-30 0000715957 d:ContractedAssetsMember 2019-07-01 2019-09-30 0000715957 us-gaap:CorporateAndOtherMember 2019-07-01 2019-09-30 0000715957 d:DominionEnergyVirginiaMember us-gaap:OperatingSegmentsMember 2020-01-01 2020-09-30 0000715957 d:GasDistributionSegmentMember us-gaap:OperatingSegmentsMember 2020-01-01 2020-09-30 0000715957 d:DominionEnergySouthCarolinaMember us-gaap:OperatingSegmentsMember 2020-01-01 2020-09-30 0000715957 d:ContractedAssetsMember us-gaap:OperatingSegmentsMember 2020-01-01 2020-09-30 0000715957 d:DominionEnergyVirginiaMember us-gaap:IntersegmentEliminationMember 2020-01-01 2020-09-30 0000715957 d:GasDistributionSegmentMember us-gaap:IntersegmentEliminationMember 2020-01-01 2020-09-30 0000715957 d:DominionEnergySouthCarolinaMember us-gaap:IntersegmentEliminationMember 2020-01-01 2020-09-30 0000715957 d:ContractedAssetsMember us-gaap:IntersegmentEliminationMember 2020-01-01 2020-09-30 0000715957 us-gaap:CorporateAndOtherMember us-gaap:IntersegmentEliminationMember 2020-01-01 2020-09-30 0000715957 us-gaap:IntersegmentEliminationMember 2020-01-01 2020-09-30 0000715957 d:DominionEnergyVirginiaMember 2020-01-01 2020-09-30 0000715957 d:GasDistributionSegmentMember 2020-01-01 2020-09-30 0000715957 d:DominionEnergySouthCarolinaMember 2020-01-01 2020-09-30 0000715957 d:ContractedAssetsMember 2020-01-01 2020-09-30 0000715957 us-gaap:CorporateAndOtherMember 2020-01-01 2020-09-30 0000715957 d:GasDistributionSegmentMember us-gaap:OperatingSegmentsMember 2019-01-01 2019-09-30 0000715957 d:DominionEnergySouthCarolinaMember us-gaap:OperatingSegmentsMember 2019-01-01 2019-09-30 0000715957 d:DominionEnergyVirginiaMember us-gaap:IntersegmentEliminationMember 2019-01-01 2019-09-30 0000715957 d:GasDistributionSegmentMember us-gaap:IntersegmentEliminationMember 2019-01-01 2019-09-30 0000715957 d:DominionEnergySouthCarolinaMember us-gaap:IntersegmentEliminationMember 2019-01-01 2019-09-30 0000715957 d:ContractedAssetsMember us-gaap:IntersegmentEliminationMember 2019-01-01 2019-09-30 0000715957 us-gaap:CorporateAndOtherMember us-gaap:IntersegmentEliminationMember 2019-01-01 2019-09-30 0000715957 us-gaap:IntersegmentEliminationMember 2019-01-01 2019-09-30 0000715957 d:DominionEnergyVirginiaMember 2019-01-01 2019-09-30 0000715957 d:GasDistributionSegmentMember 2019-01-01 2019-09-30 0000715957 d:DominionEnergySouthCarolinaMember 2019-01-01 2019-09-30 0000715957 d:ContractedAssetsMember 2019-01-01 2019-09-30 0000715957 us-gaap:CorporateAndOtherMember 2019-01-01 2019-09-30 0000715957 us-gaap:MaterialReconcilingItemsMember 2020-07-01 2020-09-30 0000715957 d:EliminationAndReconcilingItemsMember 2020-07-01 2020-09-30 0000715957 srt:ConsolidationEliminationsMember 2020-07-01 2020-09-30 0000715957 us-gaap:MaterialReconcilingItemsMember 2019-07-01 2019-09-30 0000715957 d:EliminationAndReconcilingItemsMember 2019-07-01 2019-09-30 0000715957 srt:ConsolidationEliminationsMember 2019-07-01 2019-09-30 0000715957 us-gaap:MaterialReconcilingItemsMember 2020-01-01 2020-09-30 0000715957 d:EliminationAndReconcilingItemsMember 2020-01-01 2020-09-30 0000715957 srt:ConsolidationEliminationsMember 2020-01-01 2020-09-30 0000715957 us-gaap:MaterialReconcilingItemsMember 2019-01-01 2019-09-30 0000715957 d:EliminationAndReconcilingItemsMember 2019-01-01 2019-09-30 0000715957 srt:ConsolidationEliminationsMember 2019-01-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:CorporateAndOtherMember us-gaap:OperatingSegmentsMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:CorporateAndOtherMember us-gaap:OperatingSegmentsMember 2019-01-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:OperatingSegmentsMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:OperatingSegmentsMember 2019-01-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:DominionEnergyVirginiaMember 2020-07-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:CorporateAndOtherMember 2020-07-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:DominionEnergyVirginiaMember 2019-07-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:CorporateAndOtherMember 2019-07-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:DominionEnergyVirginiaMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:CorporateAndOtherMember 2020-01-01 2020-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember d:DominionEnergyVirginiaMember 2019-01-01 2019-09-30 0000715957 d:VirginiaElectricAndPowerCompanyMember us-gaap:CorporateAndOtherMember 2019-01-01 2019-09-30

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, 2020

☐	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) 819-2000

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
DOMINION ENERGY, INC.	D	Common Stock, no par value	New York Stock Exchange
	DRUA	2016 Series A 5.25% Enhanced Junior Subordinated Notes	New York Stock Exchange
	DCUE	2019 Series A Corporate Units	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).

Dominion Energy, Inc. Yes ☒ No ☐ Virginia Electric and Power Company Yes ☒ No ☐

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

Large accelerated filer	☐		Accelerated filer	☐	Emerging growth company	☐
Non-accelerated filer	☒		Smaller reporting 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 16, 2020, the latest practicable date for determination, Dominion Energy, Inc. had 815,819,095 shares of common stock outstanding and Virginia Electric and Power Company had 274,723 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.

COMBINED INDEX

		Page Number
	Glossary of Terms	3

	PART I. Financial Information

Item 1.	Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	93
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	109
Item 4.	Controls and Procedures	110

	PART II. Other Information

Item 1.	Legal Proceedings	111
Item 1A.	Risk Factors	111
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	112
Item 5.	Other Information	112
Item 6.	Exhibits	114

GLOSSARY OF TERMS

The following abbreviations or acronyms used in this Form 10-Q are defined below:

Abbreviation or Acronym		Definition
2016 Equity Units		Dominion Energy’s 2016 Series A Equity Units issued in August 2016, initially in the form of 2016 Series A Corporate Units, consisting of a stock purchase contract and a 1/40 interest in RSNs issued by Dominion Energy
2019 Equity Units		Dominion Energy’s 2019 Series A Equity Units issued in June 2019, initially in the form of 2019 Series A Corporate Units, consisting of a stock purchase contract and a 1/10 interest in a share of the Series A Preferred Stock
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
ACE Rule		Affordable Clean Energy Rule
AFUDC		Allowance for funds used during construction
Align RNG		Align RNG, LLC, a joint venture between Dominion Energy and Smithfield Foods, Inc.
Altavista		Altavista biomass power station
AMI		Advanced Metering Infrastructure
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 and constructed and operated by DETI
BACT		Best available control technology
bcf		Billion cubic feet
Bear Garden		A 590 MW combined-cycle, natural gas-fired power station in Buckingham County, Virginia
BHE		Berkshire Hathaway Energy Company
Blue Racer		Blue Racer Midstream, LLC, a joint venture between Caiman Energy II, LLC and FR BR Holdings, LLC
BP		BP Wind Energy North America Inc.
Brookfield		Brookfield Super-Core Infrastructure Partners, an infrastructure fund managed by Brookfield Asset Management Inc.
Brunswick County		A 1,376 MW combined-cycle, natural gas-fired power station in Brunswick County, Virginia
CAA		Clean Air Act
CARES Act		Coronavirus Aid, Relief and Economic Security Act, enacted on March 27, 2020
CCR		Coal combustion residual
CEO		Chief Executive Officer
CEP		Capital Expenditure Program, as established by House Bill 95, Ohio legislation enacted in 2011, deployed by East Ohio to recover certain costs associated with capital investment
CERCLA		Comprehensive Environmental Response, Compensation and Liability Act of 1980, also known as Superfund
CFO		Chief Financial Officer
CO₂		Carbon dioxide

Colonial Trail West		A 142 MW utility-scale solar power station located in Surry County, Virginia
Companies		Dominion Energy and Virginia Power, collectively
Contracted Assets		Contracted Assets 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		Dominion Energy Cove Point LNG, LP
Cove Point LNG Facility		An LNG import/export and storage facility, including the Liquefaction Facility, located on the Chesapeake Bay in Lusby, Maryland
CPCN		Certificate of Public Convenience and Necessity
CWA		Clean Water Act
DCP		The legal entity, Dominion Cove Point, LLC, one or more of its consolidated subsidiaries (including Dominion Energy Midstream), or the entirety of Dominion Cove Point, LLC and its consolidated subsidiaries
DECG		Dominion Energy Carolina Gas Transmission, LLC
DECGS		Dominion Energy Carolina Gas Services, Inc.
DEQPS		Dominion Energy Questar Pipeline Services, Inc.
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
DETI		Dominion Energy Transmission, Inc.
DGI		Dominion Generation, Inc.
DGP		Dominion Gathering and Processing, Inc.
DMLPHCII		Dominion MLP Holding Company II, LLC
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 Gas		The legal entity, Eastern Energy Gas Holdings, LLC (formerly known as Dominion Energy Gas Holdings, LLC), one or more of its consolidated subsidiaries (consisting of DETI, DCP, DMLPHCII and Dominion Iroquois), or the entirety of Eastern Energy Gas Holdings, LLC and its consolidated subsidiaries
Dominion Energy Gas Restructuring		The acquisition of DCP and DMLPHCII from, and the disposition of East Ohio and DGP to, Dominion Energy by Dominion Energy Gas on November 6, 2019
Dominion Energy Midstream		The legal entity, Dominion Energy Midstream Partners, LP, one or more of its consolidated subsidiaries (consisting effective November 2020 of DECG), or the entirety of Dominion Energy Midstream Partners, LP and its consolidated subsidiaries
Dominion Energy Questar Pipeline		The legal entity, Dominion Energy Questar Pipeline, LLC, one or more of its consolidated subsidiaries (including its 50% noncontrolling interest in White River Hub), or the entirety of Dominion Energy Questar Pipeline, LLC and its consolidated subsidiaries
Dominion Energy South Carolina		Dominion Energy South Carolina operating segment
Dominion Energy Virginia		Dominion Energy Virginia operating segment

Dominion Iroquois		The legal entity Dominion Iroquois, Inc., one or more of its consolidated subsidiaries, or the entirety of Dominion Iroquois, Inc. and its consolidated subsidiaries, which holds a 50% noncontrolling interest in Iroquois
DSM		Demand-side management
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
East Ohio		The East Ohio Gas Company, doing business as Dominion Energy Ohio
EPA		U.S. Environmental Protection Agency
EPS		Earnings per common share
FASB		Financial Accounting Standards Board
FERC		Federal Energy Regulatory Commission
FILOT		Fee in lieu of taxes
Four Brothers		Four Brothers Solar, LLC, a limited liability company owned by Dominion Energy and Four Brothers Holdings, LLC, a subsidiary of GIP
Fowler Ridge		Fowler I Holdings LLC, a wind-turbine facility joint venture through September 2020 with BP in Benton County, Indiana
FTRs		Financial transmission rights
GAAP		U.S. generally accepted accounting principles
Gal		Gallon
Gas Distribution		Gas Distribution operating segment
GENCO		South Carolina Generating Company, Inc.
GHG		Greenhouse gas
GIP		The legal entity, Global Infrastructure Partners, one or more of its consolidated subsidiaries, or the entirety of Global Infrastructure Partners and its consolidated subsidiaries
Granite Mountain		Granite Mountain Holdings, LLC, a limited liability company owned by Dominion Energy and Granite Mountain Renewables, LLC, a subsidiary of GIP
Grassfield Solar		A proposed 20 MW utility-scale solar power station located in Chesapeake, Virginia
Greensville County		A 1,588 MW combined-cycle, natural gas-fired power station in Greensville County, Virginia
GT&S Transaction		The sale by Dominion Energy to BHE of Dominion Energy Gas, DGP, DECGS, Dominion Energy Field Services, Inc. and Dominion Modular LNG Holdings, Inc. (which holds a 50% noncontrolling interest in JAX LNG) pursuant to a purchase and sale agreement entered into on July 3, 2020, which was completed on November 1, 2020
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
Hope		Hope Gas, Inc., doing business as Dominion Energy West Virginia
Hopewell		Polyester biomass power station
Iron Springs		Iron Springs Holdings, LLC, a limited liability company owned by Dominion Energy and Iron Springs Renewables, LLC, a subsidiary of GIP
Iroquois		Iroquois Gas Transmission System, L.P.

ISO		Independent system operator
JAX LNG		JAX LNG, LLC, an LNG supplier in Florida serving the marine and LNG markets
Jones Act		The Coastwise Merchandise Statute (commonly known as the Jones Act) 46 U.S.C. §55102 regulating U.S. maritime commerce
June 2006 hybrids		Dominion Energy’s 2006 Series A Enhanced Junior Subordinated Notes due 2066
Kewaunee		Kewaunee nuclear power station
kV		Kilovolt
Liquefaction Facility		A natural gas export/liquefaction facility at the Cove Point LNG Facility
LNG		Liquefied natural gas
MATS		Utility Mercury and Air Toxics Standard Rule
MD&A		Management’s Discussion and Analysis of Financial Condition and Results of Operations
MGD		Million gallons a day
Millstone		Millstone nuclear power station
Millstone 2019 power purchase agreements		Power purchase agreements with Eversource Energy and The United Illuminating Company for Millstone to provide nine million MWh per year of electricity for ten years
MW		Megawatt
MWh		Megawatt hour
N₂O		Nitrous oxide
NAV		Net asset value
NGL		Natural gas liquid
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
Norge Solar		A proposed 20 MW utility-scale solar power station located in James City County, Virginia
North Carolina Commission		North Carolina Utilities Commission
NRC		U.S. Nuclear Regulatory Commission
NSPS		New Source Performance Standards
NWP 12		A nationwide permit from the Army Corps of Engineers authorizing activities required for the construction, maintenance, repair and removal of utility lines, including electric transmission, gas pipelines, water and communications conduit and associated facilities in waters of the U.S.
NYSE		New York Stock Exchange
Ohio Commission		Public Utilities Commission of Ohio
Order 1000		Order issued by FERC adopting requirements for electric transmission planning, cost allocation and development
PIR		Pipeline Infrastructure Replacement program deployed by East Ohio
PJM		PJM Interconnection, L.L.C.
PREP		Pipeline Replacement and Expansion Program, a program of replacing, upgrading and expanding natural gas utility infrastructure deployed by Hope
PSD		Prevention of significant deterioration
PSNC		Public Service Company of North Carolina, Incorporated, doing business as Dominion Energy North Carolina

Q-Pipe Transaction		The proposed sale by Dominion Energy to BHE of Dominion Energy Questar Pipeline, DEQPS and QPC Holding Company, LLC (including its subsidiary Questar Southern Trails Pipeline Company), pursuant to a purchase and sale agreement entered into on October 5, 2020
Questar Gas		Questar Gas Company, doing business as Dominion Energy Utah, Dominion Energy Wyoming and Dominion Energy Idaho
RCC		Replacement Capital Covenant
RGGI		Regional Greenhouse Gas Initiative
RICO		Racketeer Influenced and Corrupt Organizations Act
Rider B		A rate adjustment clause associated with the recovery of costs related to the conversion of three of Virginia Power’s coal-fired power stations to biomass
Rider BW		A rate adjustment clause associated with the recovery of costs related to Brunswick County
Rider CE		A rate adjustment clause associated with the recovery of the costs related to certain renewable generation facilities in Virginia
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 GV		A rate adjustment clause associated with the recovery of costs related to Greensville County
Rider R		A rate adjustment clause associated with the recovery of costs related to Bear Garden
Rider S		A rate adjustment clause associated with the recovery of costs related to the Virginia City Hybrid Energy Center
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
Rider US-2		A rate adjustment clause associated with the recovery of costs related to Woodland Solar, Scott Solar and Whitehouse Solar
Rider US-3		A rate adjustment clause associated with the recovery of costs related to Colonial Trail West and Spring Grove 1
Rider US-4		A rate adjustment clause associated with the recovery of costs related to Sadler Solar
Rider W		A rate adjustment clause associated with the recovery of costs related to Warren County
Riders C1A, C2A and C3A		Rate adjustment clauses associated with the recovery of cost related to certain DSM programs approved in DSM cases
ROE		Return on equity
RSN		Remarketable subordinated note
RTO		Regional transmission organization
Sadler Solar		An approximately 100 MW proposed utility-scale solar power station located in Greensville County, Virginia
Santee Cooper		South Carolina Public Service Authority
SBL Holdco		SBL Holdco, LLC, a wholly-owned subsidiary of DGI
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

SCDHEC		South Carolina Department of Health and Environmental Control
SCDOR		South Carolina Department of Revenue
Scott Solar		A 17 MW utility-scale solar power station in Powhatan County, Virginia
SEC		U.S. Securities and Exchange Commission
SEMI		SCANA Energy Marketing, LLC (formerly known as SCANA Energy Marketing, Inc.), a subsidiary of SCANA through December 2019, and effective December 2019, a subsidiary of Wrangler
September 2006 hybrids		Dominion Energy’s 2006 Series B Enhanced Junior Subordinated Notes due 2066
Series A Preferred Stock		Dominion Energy’s 1.75% Series A Cumulative Perpetual Convertible Preferred Stock, without par value, with a liquidation preference of $1,000 per share
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
SF₆		Sulfur hexafluoride
South Carolina Commission		Public Service Commission of South Carolina
Southampton		Southampton biomass power station
Southern		The legal entity, The Southern Company, one or more of its consolidated subsidiaries, or the entirety of The Southern Company and its consolidated subsidiaries
Spring Grove 1		An approximately 98 MW proposed utility-scale solar power station located in Surry County, Virginia
Standard & Poor’s		Standard & Poor’s Ratings Services, a division of S&P Global Inc.
Summer		V.C. Summer nuclear power station
Supply Header Project		A project previously intended for DETI to provide approximately 1,500,000 Dths of firm transportation service to various customers in connection with the Atlantic Coast Pipeline Project
Surry		Surry nuclear power station
Sycamore Solar		A proposed 42 MW utility-scale solar power station located in Pittsylvania County, Virginia
Terra Nova Renewable Partners		A partnership comprised primarily of institutional investors advised by J.P. Morgan Asset Management-Global Real Assets
Three Cedars		Granite Mountain and Iron Springs, collectively
Utah Commission		Utah Public Service Commission
VCEA		Virginia Clean Economy Act, passed by the Virginia General Assembly in March 2020 and enacted on April 11, 2020
VDEQ		Virginia Department of Environmental Quality
VEBA		Voluntary Employees’ Beneficiary Association
VIE		Variable interest entity
Virginia City Hybrid Energy Center		A 610 MW baseload carbon-capture compatible, clean coal powered electric generation facility in Wise County, Virginia
Virginia Commission		Virginia State Corporation Commission
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
VOC		Volatile organic compounds
Warren County		A 1,350 MW combined-cycle, natural gas-fired power station in Warren County, Virginia
WECTEC		WECTEC Global Project Services, Inc., a wholly-owned subsidiary of Westinghouse
West Virginia Commission		Public Service Commission of West Virginia

Westinghouse		Westinghouse Electric Company LLC
Wexpro		The legal entity, Wexpro Company, one or more of its consolidated subsidiaries, or the entirety of Wexpro Company and its consolidated subsidiaries
Whitehouse Solar		A 20 MW utility-scale solar power station in Louisa County, Virginia
White River Hub		White River Hub, LLC
Woodland Solar		A 19 MW utility-scale solar power station in Isle of Wight County, Virginia
Wrangler		Wrangler Retail Gas Holdings, LLC, a partnership between Dominion Energy and Interstate Gas Supply, Inc.
Wyoming Commission		Wyoming Public Service Commission

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

DOMINION ENERGY, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
(millions, except per share amounts)
Operating Revenue	$	3,607		$	3,782		$	10,651		$	10,506
Operating Expenses
Electric fuel and other energy-related purchases		594			769			1,758			2,250
Purchased electric capacity		23			11			36			74
Purchased gas		37			158			561			1,120
Other operations and maintenance		977			867			2,720			2,824
Depreciation, depletion and amortization		595			586			1,751			1,713
Other taxes		203			202			663			698
Impairment of assets and other charges		1,151			85			1,963			1,219
Total operating expenses		3,580			2,678			9,452			9,898
Income from operations		27			1,104			1,199			608
Other income		281			129			327			526
Interest and related charges		306			370			1,136			1,133
Income from continuing operations including noncontrolling interest before income tax expense (benefit)		2			863			390			1
Income tax expense (benefit)		(110	)		(84	)		(123	)		161
Net Income (Loss) From Continuing Operations Including Noncontrolling Interest		112			947			513			(160	)
Net Income (Loss) From Discontinued Operations Including Noncontrolling Interest⁽¹⁾⁽²⁾		19			38			(1,753	)		526
Net Income (Loss) Including Noncontrolling Interest		131			985			(1,240	)		366
Noncontrolling Interest		(225	)		10			(157	)		17
Net Income (Loss) Attributable to Dominion Energy	$	356		$	975		$	(1,083	)	$	349
Amounts attributable to Dominion Energy
Net Income (Loss) from continuing operations	$	369		$	937		$	767		$	(171	)
Net Income (Loss) from discontinued operations		(13	)		38			(1,850	)		520
Net Income (Loss) attributable to Dominion Energy	$	356		$	975		$	(1,083	)	$	349
EPS - Basic
Net Income (Loss) from continuing operations	$	0.42		$	1.14		$	0.86		$	(0.22	)
Net Income (Loss) from discontinued operations		(0.01	)		0.05			(2.21	)		0.64
Net Income (Loss) attributable to Dominion Energy	$	0.41		$	1.19		$	(1.35	)	$	0.42
EPS - Diluted
Net Income (Loss) from continuing operations	$	0.42		$	1.12		$	0.83		$	(0.22	)
Net Income (Loss) from discontinued operations		(0.01	)		0.05			(2.21	)		0.64
Net Income (Loss) attributable to Dominion Energy	$	0.41		$	1.17		$	(1.38	)	$	0.42

(1)

See Note 10 for amounts attributable to related parties.

(2)

Includes income tax expense (benefit) of $(10) million and $136 million for the three months ended September 30, 2020 and 2019, respectively and $(572) million and $47 million for the nine months ended September 30, 2020 and 2019, respectively.

The accompanying notes are an integral part of Dominion Energy’s Consolidated Financial Statements.

DOMINION ENERGY, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
(millions)
Net income (loss) including noncontrolling interest	$	131		$	985		$	(1,240	)	$	366
Other comprehensive income (loss), net of taxes:
Net deferred gains (losses) on derivatives-hedging activities⁽¹⁾		10			(107	)		(254	)		(209	)
Changes in unrealized net gains (losses) on investment securities⁽²⁾		4			8			32			37
Changes in net unrecognized pension and other postretirement benefit costs⁽³⁾		(261	)		(4	)		(262	)		109
Amounts reclassified to net income (loss):
Net derivative (gains) losses-hedging activities⁽⁴⁾		188			(6	)		215			(58	)
Net realized (gains) losses on investment securities⁽⁵⁾		(1	)		(4	)		(15	)		(5	)
Net pension and other postretirement benefit costs⁽⁶⁾		23			20			60			50
Changes in other comprehensive income from equity method investees⁽⁷⁾		1			(1	)		1			(1	)
Total other comprehensive loss		(36	)		(94	)		(223	)		(77	)
Comprehensive income (loss) including noncontrolling interest		95			891			(1,463	)		289
Comprehensive income (loss) attributable to noncontrolling interests		(225	)		10			(157	)		17
Comprehensive income (loss) attributable to Dominion Energy	$	320		$	881		$	(1,306	)	$	272

(1)	Net of $(4) million and $37 million tax for the three months ended September 30, 2020 and 2019, respectively, and net of $85 million and $69 million tax for the nine months ended September 30, 2020 and 2019, respectively.

(2)	Net of $(2) million and $(2) million tax for the three months ended September 30, 2020 and 2019, respectively, and net of $(12) million and $(13) million tax for the nine months ended September 30, 2020 and 2019, respectively.

(3) Net of $91 million and $4 million tax for the three months ended September 30, 2020 and 2019, respectively, and net of $94 million and $(45) million tax for the nine months ended September 30, 2020 and 2019, respectively.

(4) Net of $(63) million and $1 million tax for the three months ended September 30, 2020 and 2019, respectively, and net of $(72) million and $19 million tax for the nine months ended September 30, 2020 and 2019, respectively.

(5) Net of $2 million and $1 million tax for the three months ended September 30, 2020 and 2019, respectively, and net of $6 million and $1 million tax for the nine months ended September 30, 2020 and 2019, respectively.

(6) Net of $(8) million and $(6) million tax for the three months ended September 30, 2020 and 2019, respectively, and net of $(21) million and $(17) million tax for the nine months ended September 30, 2020 and 2019, respectively.

(7) Net of $(1) million and $— million tax for the three months ended September 30, 2020 and 2019, respectively, and net of $(1) million and $— million tax for the nine months ended September 30, 2020 and 2019, respectively.

The accompanying notes are an integral part of Dominion Energy’s Consolidated Financial Statements.

DOMINION ENERGY, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30, 2020			December 31, 2019⁽¹⁾
(millions)
ASSETS
Current Assets
Cash and cash equivalents	$	413		$	135
Customer receivables (less allowance for doubtful accounts of $51 and $18)		2,002			2,085
Other receivables (less allowance for doubtful accounts of $3 at both dates)		174			340
Inventories		1,565			1,616
Prepayments		632			296
Regulatory assets		663			871
Other		232			218
Current assets held for sale⁽²⁾		14,148			535
Total current assets		19,829			6,096
Investments
Nuclear decommissioning trust funds		6,357			6,192
Investment in equity method affiliates		137			1,334
Other		396			379
Total investments		6,890			7,905
Property, Plant and Equipment
Property, plant and equipment		81,729			82,043
Accumulated depreciation, depletion and amortization		(24,941	)		(24,843	)
Total property, plant and equipment, net		56,788			57,200
Deferred Charges and Other Assets
Goodwill		7,395			7,395
Regulatory assets		9,449			7,652
Other		4,184			3,618
Total deferred charges and other assets		21,028			18,665
Noncurrent assets held for sale		—			13,957
Total assets	$	104,535		$	103,823

(1)	Dominion Energy’s Consolidated Balance Sheet at December 31, 2019 has been derived from the audited Consolidated Balance Sheet at that date.

(2)	See Note 10 for amounts attributable to related parties.

The accompanying notes are an integral part of Dominion Energy’s Consolidated Financial Statements.

DOMINION ENERGY, INC.

CONSOLIDATED BALANCE SHEETS—(Continued)

(Unaudited)

	September 30, 2020			December 31, 2019⁽¹⁾
(millions)
LIABILITIES AND EQUITY
Current Liabilities
Securities due within one year	$	2,700		$	2,462
Supplemental 364-Day credit facility borrowings		225			—
Short-term debt		2,328			849
Accounts payable		738			1,023
Accrued interest, payroll and taxes		1,146			1,284
Regulatory liabilities		716			455
Reserves for SCANA legal proceedings		228			696
Derivative liabilities		223			394
Other⁽²⁾		2,376			1,738
Current liabilities held for sale		6,880			1,039
Total current liabilities		17,560			9,940
Long-Term Debt
Long-term debt		30,103			25,492
Junior subordinated notes		2,160			3,406
Other		882			100
Total long-term debt		33,145			28,998
Deferred Credits and Other Liabilities
Deferred income taxes and investment tax credits		5,812			6,277
Regulatory liabilities		10,170			10,204
Derivative liabilities		537			329
Other⁽²⁾		9,245			8,288
Total deferred credits and other liabilities		25,764			25,098
Noncurrent liabilities held for sale		—			5,754
Total liabilities		76,469			69,790
Commitments and Contingencies (see Note 17)
Equity
Preferred stock (See Note 16)		2,387			2,387
Common stock – no par⁽³⁾		21,930			23,824
Retained earnings		4,035			7,576
Accumulated other comprehensive loss		(2,016	)		(1,793	)
Total shareholders' equity		26,336			31,994
Noncontrolling interests		1,730			2,039
Total equity		28,066			34,033
Total liabilities and equity	$	104,535		$	103,823

(1) Dominion Energy’s Consolidated Balance Sheet at December 31, 2019 has been derived from the audited Consolidated Balance Sheet at that date.

(2) See Note 10 for amounts attributable to related parties.

(3) 1.8 billion shares authorized; 816 million shares and 838 million shares outstanding at September 30, 2020 and December 31, 2019, respectively.

The accompanying notes are an integral part of Dominion Energy’s Consolidated Financial Statements.

DOMINION ENERGY, INC.

CONSOLIDATED STATEMENTS OF EQUITY - QUARTER-TO-DATE

(Unaudited)

	Preferred Stock				Common Stock						Dominion Energy Shareholders						Total
	Shares		Amount		Shares			Amount			Retained Earnings			AOCI			Shareholders' Equity			Noncontrolling Interests			Total Equity
(millions, except per share amounts)
June 30, 2019		2	$	1,596		803		$	20,660		$	7,124		$	(1,683	)	$	27,697		$	684		$	28,381
Net income including noncontrolling interests												975						975			10			985
Issuance of stock						20			1,477									1,477						1,477
Stock awards (net of change in unearned compensation)									7									7						7
Preferred stock dividends⁽¹⁾												(7	)					(7	)					(7	)
Common stock dividends ($0.9175 per share) and distributions												(755	)					(755	)		(23	)		(778	)
Other comprehensive loss, net of tax															(94	)		(94	)					(94	)
Other									(13	)		(1	)					(14	)					(14	)
September 30, 2019		2	$	1,596		823		$	22,131		$	7,336		$	(1,777	)	$	29,286		$	671		$	29,957


June 30, 2020		2	$	2,387		840		$	23,984		$	4,480		$	(1,980	)	$	28,871		$	2,013		$	30,884
Net income (loss) including noncontrolling interests												356						356			(225	)		131
Issuance of stock						4			333									333						333
Stock repurchases						(28	)		(2,385	)								(2,385	)					(2,385	)
Stock awards (net of change in unearned compensation)									9									9						9
Preferred stock dividends⁽¹⁾												(16	)					(16	)					(16	)
Common stock dividends ($0.940 per share) and distributions												(785	)					(785	)		(59	)		(844	)
Other comprehensive loss, net of tax															(36	)		(36	)					(36	)
Other									(11	)								(11	)		1			(10	)
September 30, 2020		2	$	2,387		816		$	21,930		$	4,035		$	(2,016	)	$	26,336		$	1,730		$	28,066

(1) See Note 16 for further information.

The accompanying notes are an integral part of Dominion Energy’s Consolidated Financial Statements.

DOMINION ENERGY, INC.

CONSOLIDATED STATEMENTS OF EQUITY - YEAR-TO-DATE

(Unaudited)

	Preferred Stock				Common Stock						Dominion Energy Shareholders						Total
	Shares		Amount		Shares			Amount			Retained Earnings			AOCI			Shareholders' Equity			Noncontrolling Interests			Total Equity
(millions, except per share amounts)
December 31, 2018		—	$	—		681		$	12,588		$	9,219		$	(1,700	)	$	20,107		$	1,941		$	22,048
Net income including noncontrolling interests												349						349			17			366
Issuance of stock		2		1,596		24			1,802									3,398						3,398
Stock purchase contract component of 2019 Equity Units⁽¹⁾									(264	)								(264	)					(264	)
Acquisition of SCANA						96			6,818									6,818						6,818
Acquisition of public interest in Dominion Energy Midstream						22			1,181									1,181			(1,221	)		(40	)
Stock awards (net of change in unearned compensation)									19									19						19
Preferred stock dividends⁽¹⁾												(8	)					(8	)					(8	)
Common stock dividends ($2.753 per common share) and distributions												(2,224	)					(2,224	)		(66	)		(2,290	)
Other comprehensive loss, net of tax															(77	)		(77	)					(77	)
Other									(13	)								(13	)					(13	)
September 30, 2019		2	$	1,596		823		$	22,131		$	7,336		$	(1,777	)	$	29,286		$	671		$	29,957


December 31, 2019		2	$	2,387		838		$	23,824		$	7,576		$	(1,793	)	$	31,994		$	2,039		$	34,033
Cumulative-effect of changes in accounting principles												(48	)					(48	)					(48	)
Net loss including noncontrolling interests												(1,083	)					(1,083	)		(157	)		(1,240	)
Issuance of stock						6			481									481						481
Stock repurchases						(28	)		(2,385	)								(2,385	)					(2,385	)
Stock awards (net of change in unearned compensation)									22									22						22
Preferred stock dividends⁽¹⁾												(48	)					(48	)					(48	)
Common stock dividends ($2.820 per share) and distributions												(2,362	)					(2,362	)		(153	)		(2,515	)
Other comprehensive loss, net of tax															(223	)		(223	)					(223	)
Other									(12	)								(12	)		1			(11	)
September 30, 2020		2	$	2,387		816		$	21,930		$	4,035		$	(2,016	)	$	26,336		$	1,730		$	28,066

(1) See Note 16 for further information.

The accompanying notes are an integral part of Dominion Energy’s Consolidated Financial Statements.

DOMINION ENERGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Nine Months Ended September 30,	2020			2019
(millions)
Operating Activities
Net income (loss) including noncontrolling interests	$	(1,240	)	$	366
Adjustments to reconcile net income (loss) including noncontrolling interests to net cash provided by operating activities:
Depreciation, depletion and amortization (including nuclear fuel)		2,178			2,235
Deferred income taxes and investment tax credits		(380	)		112
Provision for refunds and rate credits to electric utility customers		—			936
Impairment of assets and other charges		2,207			982
Loss for equity method investee		2,376			—
Charges related to a voluntary retirement program		—			384
Net gains on nuclear decommissioning trust funds and other investments		(101	)		(418	)
Revision to future ash pond and landfill closure costs		—			(113	)
Other adjustments		84			(29	)
Changes in:
Accounts receivable		291			354
Inventories		29			(106	)
Deferred fuel and purchased gas costs, net		206			158
Prepayments		(292	)		31
Accounts payable		(186	)		(446	)
Accrued interest, payroll and taxes		(113	)		(123	)
Customer deposits		(9	)		(94	)
Margin deposit assets and liabilities		3			54
Net realized and unrealized changes related to derivative activities		285			1
Pension and other postretirement benefits		(170	)		(107	)
Other operating assets and liabilities		(358	)		(468	)
Net cash provided by operating activities		4,810			3,709
Investing Activities
Plant construction and other property additions (including nuclear fuel)		(4,409	)		(3,407	)
Cash and restricted cash acquired in the SCANA Combination		—			389
Acquisition of solar development projects		(245	)		(183	)
Proceeds from sales of securities		2,868			1,311
Purchases of securities		(2,948	)		(1,330	)
Proceeds from sales of assets and equity method investments		71			211
Contributions to equity method affiliates		(92	)		(187	)
Acquisition of equity method investments		(178	)		—
Other		73			36
Net cash used in investing activities		(4,860	)		(3,160	)
Financing Activities
Issuance of short-term debt, net		1,417			1,913
Issuance of short-term notes		1,125			3,000
Repayment of short-term notes		(625	)		—
Supplemental 364-Day credit facility borrowings		225			—
Repayment of credit facility borrowings		—			(113	)
Issuance of long-term debt		5,677			2,298
Repayment of long-term debt, including redemption premiums		(2,546	)		(8,595	)
Issuance of 2019 Equity Units		—			1,582
Issuance of common stock		159			1,802
Repurchase of common stock		(2,385	)		—
Common dividend payments		(2,362	)		(2,224	)
Other		(346	)		(163	)
Net cash provided by (used in) financing activities		339			(500	)
Increase in cash, restricted cash and equivalents		289			49
Cash, restricted cash and equivalents at beginning of period		269			391
Cash, restricted cash and equivalents at end of period	$	558		$	440
Supplemental Cash Flow Information
Significant noncash investing and financing activities:⁽¹⁾⁽²⁾
Accrued capital expenditures	$	461		$	378
Leases⁽³⁾		45			102

(1)	See Note 3 for noncash investing and financing activities related to the SCANA Combination.

(2)

See Note 16 for noncash financing activities related to derivative restructuring, the acquisition of the public interest in Dominion Energy Midstream, the issuance of stock purchase contracts associated with the 2019 Equity Units and the issuance of common stock associated with the settlement of litigation. See Note 17 for noncash investing activities related to property, plant and equipment conveyed to satisfy litigation.

See Note 18 to the Consolidated Financial Statements in Dominion Energy’s Annual Report on Form 10-K for the year ended December 31, 2019 for noncash financing activities related to the remarketing of RSNs.

(3) Includes $42 million and $98 million of financing leases at September 30, 2020 and 2019, respectively, and $3 million and $4 million of operating leases at September 30, 2020 and 2019, respectively.

The accompanying notes are an integral part of Dominion Energy’s Consolidated Financial Statements.

VIRGINIA ELECTRIC AND POWER COMPANY

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2020		2019			2020			2019
(millions)
Operating Revenue⁽¹⁾	$	2,248	$	2,264		$	5,983		$	6,167
Operating Expenses
Electric fuel and other energy-related purchases⁽¹⁾		424		559			1,282			1,691
Purchased (excess) electric capacity		3		(1	)		(14	)		45
Other operations and maintenance:
Affiliated suppliers		69		74			236			287
Other		456		379			1,083			1,010
Depreciation and amortization		324		313			942			916
Other taxes		85		82			257			257
Impairment of assets and other charges		200		38			1,008			781
Total operating expenses		1,561		1,444			4,794			4,987
Income from operations		687		820			1,189			1,180
Other income		34		15			34			68
Interest and related charges⁽¹⁾		135		138			398			408
Income before income tax expense		586		697			825			840
Income tax expense		111		95			140			118
Net Income	$	475	$	602		$	685		$	722

(1)	See Note 19 for amounts attributable to affiliates.

The accompanying notes are an integral part of Virginia Power’s Consolidated Financial Statements.

VIRGINIA ELECTRIC AND POWER COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
(millions)
Net income	$	475		$	602		$	685		$	722
Other comprehensive income (loss), net of taxes:
Net deferred gains (losses) on derivatives-hedging activities⁽¹⁾		5			(16	)		(39	)		(34	)
Changes in unrealized net gains (losses) on nuclear decommissioning trust funds⁽²⁾		—			1			4			5
Amounts reclassified to net income (loss):
Net derivative (gains) losses-hedging activities⁽³⁾		1			—			1			1
Net realized (gains) losses on nuclear decommissioning trust funds⁽⁴⁾		(1	)		—			(2	)		(1	)
Total other comprehensive income (loss)		5			(15	)		(36	)		(29	)
Comprehensive income	$	480		$	587		$	649		$	693

(1)	Net of $(1) million and $5 million tax for the three months ended September 30, 2020 and 2019, respectively, and net of $14 million and $11 million tax for the nine months ended September 30, 2020 and 2019, respectively.

(2)	Net of $(1) million and $(1) million tax for the three months ended September 30, 2020 and 2019, respectively, and net of $(2) million and $(2) million tax for the nine months ended September 30, 2020 and 2019, respectively.

(3)	Net of $— million and $— million tax for the three months ended September 30, 2020 and 2019, respectively, and net of $(1) million and $— tax for the nine months ended September 30, 2020 and 2019, respectively.

(4)	Net of $— million and $1 million tax for the three months ended September 30, 2020 and 2019, respectively, and net of $1 million and $1 million tax for the nine months ended September 30, 2020 and 2019, respectively.

The accompanying notes are an integral part of Virginia Power’s Consolidated Financial Statements.

VIRGINIA ELECTRIC AND POWER COMPANY

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30, 2020			December 31, 2019⁽¹⁾
(millions)
ASSETS
Current Assets
Cash and cash equivalents	$	62		$	17
Customer receivables (less allowance for doubtful accounts of $30 and $9)		1,337			1,163
Other receivables (less allowance for doubtful accounts of $2 at both dates)		73			106
Affiliated receivables		1			27
Inventories (average cost method)		828			873
Regulatory assets		218			433
Other⁽²⁾		78			57
Total current assets		2,597			2,676
Investments
Nuclear decommissioning trust funds		2,933			2,881
Other		3			3
Total investments		2,936			2,884
Property, Plant and Equipment
Property, plant and equipment		46,083			47,038
Accumulated depreciation and amortization		(14,055	)		(14,156	)
Total property, plant and equipment, net		32,028			32,882
Deferred Charges and Other Assets
Regulatory assets		3,610			1,863
Other⁽²⁾		1,566			1,123
Total deferred charges and other assets		5,176			2,986
Total assets	$	42,737		$	41,428

(1)	Virginia Power’s Consolidated Balance Sheet at December 31, 2019 has been derived from the audited Consolidated Balance Sheet at that date.

(2)	See Note 19 for amounts attributable to affiliates.

The accompanying notes are an integral part of Virginia Power’s Consolidated Financial Statements.

VIRGINIA ELECTRIC AND POWER COMPANY

CONSOLIDATED BALANCE SHEETS—(Continued)

(Unaudited)

	September 30, 2020			December 31, 2019⁽¹⁾
(millions)
LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities
Securities due within one year	$	8		$	4
Short-term debt		422			243
Accounts payable		320			334
Payables to affiliates		328			210
Affiliated current borrowings		230			107
Accrued interest, payroll and taxes		339			253
Asset retirement obligations		91			340
Regulatory liabilities		312			167
Derivative liabilities⁽²⁾		15			243
Other		563			571
Total current liabilities		2,628			2,472
Long-Term Debt
Long-term debt		12,328			12,325
Other		477			16
Total long-term debt		12,805			12,341
Deferred Credits and Other Liabilities
Deferred income taxes and investment tax credits		2,720			2,962
Asset retirement obligations		3,568			3,241
Regulatory liabilities		5,324			5,074
Other⁽²⁾		1,377			1,349
Total deferred credits and other liabilities		12,989			12,626
Total liabilities		28,422			27,439
Commitments and Contingencies (see Note 17)
Common Shareholder’s Equity
Common stock – no par⁽³⁾		5,738			5,738
Other paid-in capital		1,113			1,113
Retained earnings		7,529			7,167
Accumulated other comprehensive loss		(65	)		(29	)
Total common shareholder’s equity		14,315			13,989
Total liabilities and shareholder’s equity	$	42,737		$	41,428

(1)	Virginia Power’s Consolidated Balance Sheet at December 31, 2019 has been derived from the audited Consolidated Balance Sheet at that date.

(2)	See Note 19 for amounts attributable to affiliates.

(3)	500,000 shares authorized; 274,723 shares outstanding at September 30, 2020 and December 31, 2019.

The accompanying notes are an integral part of Virginia Power’s Consolidated Financial Statements.

VIRGINIA ELECTRIC AND POWER COMPANY

CONSOLIDATED STATEMENTS OF COMMON SHAREHOLDER’S EQUITY

(Unaudited)

QUARTER-TO-DATE

	Common Stock
	Shares		Amount		Other Paid-In Capital		Retained Earnings			AOCI			Total
(millions, except for shares)	(thousands)
June 30, 2019		275	$	5,738	$	1,113	$	6,139		$	(26	)	$	12,964
Net income								602						602
Other comprehensive loss, net of tax											(15	)		(15	)
Other								(1	)					(1	)
September 30, 2019		275	$	5,738	$	1,113	$	6,740		$	(41	)	$	13,550

June 30, 2020		275	$	5,738	$	1,113	$	7,163		$	(70	)	$	13,944
Net income								475						475
Dividends								(108	)					(108	)
Other comprehensive income, net of tax											5			5
Other								(1	)					(1	)
September 30, 2020		275	$	5,738	$	1,113	$	7,529		$	(65	)	$	14,315

YEAR-TO-DATE

	Common Stock
	Shares		Amount		Other Paid-In Capital		Retained Earnings			AOCI			Total
(millions, except for shares)	(thousands)
December 31, 2018		275	$	5,738	$	1,113	$	6,208		$	(12	)	$	13,047
Net income								722						722
Dividends								(189	)					(189	)
Other comprehensive loss, net of tax											(29	)		(29	)
Other								(1	)					(1	)
September 30, 2019		275	$	5,738	$	1,113	$	6,740		$	(41	)	$	13,550

December 31, 2019		275	$	5,738	$	1,113	$	7,167		$	(29	)	$	13,989
Net income								685						685
Dividends								(323	)					(323	)
Other comprehensive loss, net of tax											(36	)		(36	)
September 30, 2020		275	$	5,738	$	1,113	$	7,529		$	(65	)	$	14,315

The accompanying notes are an integral part of Virginia Power’s Consolidated Financial Statements.

VIRGINIA ELECTRIC AND POWER COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Nine Months Ended September 30,	2020			2019
(millions)
Operating Activities
Net income	$	685		$	722
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including nuclear fuel)		1,068			1,045
Deferred income taxes and investment tax credits		(259	)		(141	)
Revision to future ash pond and landfill closure costs		—			(113	)
Impairment of assets and other charges		1,004			646
Charge related to a voluntary retirement program		—			138
Other adjustments		(23	)		(60	)
Changes in:
Accounts receivable		(152	)		(154	)
Affiliated receivables and payables		144			21
Inventories		46			(34	)
Prepayments		1			(4	)
Deferred fuel expenses, net		144			232
Accounts payable		(1	)		(38	)
Accrued interest, payroll and taxes		81			73
Net realized and unrealized changes related to derivative activities		(18	)		18
Asset retirement obligations		51			33
Pension and other postretirement benefits		(273	)		54
Other operating assets and liabilities		67			(370	)
Net cash provided by operating activities		2,565			2,068
Investing Activities
Plant construction and other property additions		(2,301	)		(1,816	)
Purchases of nuclear fuel		(170	)		(96	)
Acquisition of solar development projects		(26	)		(169	)
Proceeds from sales of securities		694			677
Purchases of securities		(729	)		(717	)
Other		33			(18	)
Net cash used in investing activities		(2,499	)		(2,139	)
Financing Activities
Issuance of short-term debt, net		179			371
Issuance (repayment) of affiliated current borrowings, net		123			(215	)
Issuance of long-term debt		427			698
Repayment of long-term debt		(427	)		(590	)
Common dividend payments to parent		(323	)		(189	)
Other		(6	)		(5	)
Net cash provided by (used in) financing activities		(27	)		70
Increase (decrease) in cash, restricted cash and equivalents		39			(1	)
Cash, restricted cash and equivalents at beginning of period		24			38
Cash, restricted cash and equivalents at end of period	$	63		$	37
Supplemental Cash Flow Information
Significant noncash investing and financing activities:⁽¹⁾
Accrued capital expenditures	$	234		$	231
Financing leases		26			13

(1)

See Note 16 for noncash financing activities related to derivative restructuring.

The accompanying notes are an integral part of Virginia Power’s Consolidated Financial Statements.

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Nature of Operations

Dominion Energy, headquartered in Richmond, Virginia, is one of the nation’s largest producers and transporters of energy. Dominion Energy’s operations are conducted through various subsidiaries, including Virginia Power. Dominion Energy’s operations also include DESC, regulated gas distribution operations primarily in the eastern and Rocky Mountain regions of the U.S., regulated gas transportation and storage services in the Rocky Mountain region of the U.S., merchant electric generation and, following the completion of the GT&S Transaction in November 2020, a noncontrolling interest in Cove Point. Virginia Power is a regulated public utility that generates, transmits and distributes electricity for sale in Virginia and northeastern North Carolina. See Note 3 for a description of the sale of substantially all of Dominion Energy’s gas transmission and storage operations to BHE through the GT&S Transaction completed in November 2020 and the proposed Q-Pipe Transaction.

Beginning in September 2020, Dominion Energy manages its daily operations through four primary operating segments: Dominion Energy Virginia, Gas Distribution, Dominion Energy South Carolina and Contracted Assets. Dominion Energy also reports a Corporate and Other segment, which includes its corporate, service company and other functions (including unallocated debt) as well as nonregulated retail energy marketing operations, including Dominion Energy’s noncontrolling interest in Wrangler. 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 operating segments’ performance or in allocating resources. In addition, Corporate and Other includes the net impact of discontinued operations consisting of Dominion Energy’s gas transmission and storage operations as discussed in Note 3 and its equity investment in Atlantic Coast Pipeline as discussed in Note 10.

See Note 21 for further discussion of the Companies’ operating segments.

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, 2019.

In the Companies’ opinion, the accompanying unaudited Consolidated Financial Statements contain all adjustments necessary to present fairly their financial position at September 30, 2020, their results of operations and changes in equity for the three and nine months ended September 30, 2020 and 2019 and their cash flows for the nine months ended September 30, 2020 and 2019. 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. At September 30, 2020, Dominion Energy owns 50% of the voting interests in Four Brothers and Three Cedars and has a controlling financial interest over the entities through its right to control operations. GIP’s ownership interest in Four Brothers and Three Cedars, Terra Nova Renewable Partners’ 33% interest in certain Dominion Energy merchant solar projects, Brookfield’s 25% interest in Cove Point (effective December 2019) and the non-Dominion Energy held interest in Dominion Energy Midstream (through January 2019) are reflected as noncontrolling interest in Dominion Energy’s Consolidated Financial Statements. Terra Nova Renewable Partners has a future option to buy all or a portion of Dominion Energy’s remaining 67% ownership in certain merchant projects upon the occurrence of certain events, including any proposed sale by Dominion Energy of its interest.

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’ 2019 Consolidated Financial Statements and Notes have been reclassified to conform to the 2020 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, 2019, with the exception of the items described below.

Cash, 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, 2020 and 2019:

	Cash, Restricted Cash and Equivalents at End of Period				Cash, Restricted Cash and Equivalents at Beginning of Period
	September 30, 2020		September 30, 2019		December 31, 2019		December 31, 2018
(millions)
Dominion Energy
Cash and cash equivalents⁽¹⁾	$	462	$	378	$	166	$	268
Restricted cash and equivalents⁽²⁾⁽³⁾		96		62		103		123
Cash, restricted cash and equivalents shown in the Consolidated Statements of Cash Flows	$	558	$	440	$	269	$	391
Virginia Power
Cash and cash equivalents	$	62	$	29	$	17	$	29
Restricted cash and equivalents⁽³⁾		1		8		7		9
Cash, restricted cash and equivalents shown in the Consolidated Statements of Cash Flows	$	63	$	37	$	24	$	38

(1)	At September 30, 2020, September 30, 2019, December 31, 2019 and December 31, 2018, Dominion Energy had $49 million, $80 million, $31 million and $110 million of cash and cash equivalents included in current assets held for sale, respectively.

(2)	At September 30, 2020, September 30, 2019, December 31, 2019 and December 31, 2018, Dominion Energy had $16 million, $5 million, $12 million and $89 million of restricted cash and equivalents included in current assets held for sale, respectively

(3) Restricted cash and equivalent balances are presented within other current assets in the Companies’ Consolidated Balance Sheets.

Property, Plant and Equipment

In January 2019, Virginia Power committed to a plan to retire certain automated metering reading infrastructure associated with its electric operations before the end of its estimated useful life and replace such equipment with more current AMI technology. As a result, Virginia Power recorded a charge of $160 million ($119 million after-tax) in the first quarter of 2019, included in impairment of assets and other charges in its Consolidated Statements of Income. This charge is considered a component of Virginia Power’s base rates deemed recovered under the GTSA, subject to review as discussed in Note 13 to the Consolidated Financial Statements in Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2019.

In March 2019, Virginia Power committed to retire certain electric generating units before the end of their useful lives and completed the retirement of certain units at six facilities representing 1,292 MW of electric generating capacity, which had previously been placed in cold reserve. An additional unit at Possum Point power station will be retired in December 2020. As a result, Virginia Power recorded a charge of $369 million ($275 million after-tax) in the first quarter of 2019, primarily included in impairment of assets and other charges in its Consolidated Statements of Income. This charge is considered a component of Virginia Power’s base rates deemed recovered under the GTSA, subject to review as discussed in Note 13 to the Consolidated Financial Statements in Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2019.

In May 2019, Virginia Power abandoned a coal rail project at its Mt. Storm generating facility. As a result, Virginia Power recorded a charge of $62 million ($46 million after-tax) in the second quarter of 2019, included in impairment of assets and other charges in its Consolidated Statements of Income.

In September 2019, the Companies abandoned certain property, plant and equipment before the end of its useful life. As a result, Dominion Energy recorded a charge of $26 million ($19 million after-tax) and Virginia Power recorded a charge of $17 million ($12

million after-tax), included in impairment of assets and other charges in their Consolidated Statements of Income for the three and nine months ended September 30, 2019.

In March 2020, Virginia Power committed to retire certain coal- and oil-fired generating units before the end of their useful lives based on economic and other factors, including but not limited to market power prices and the VCEA. These units will be retired after they meet their capacity obligations to PJM in 2023. As a result, Virginia Power recorded a charge of $754 million ($561 million after-tax) in the first quarter of 2020, primarily included in impairment of assets and other charges in its Consolidated Statements of Income. This charge is considered a component of Virginia Power’s base rates deemed recovered under the GTSA, subject to review as discussed in Note 13 to the Consolidated Financial Statements in Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2019.

In the second quarter of 2020, Virginia Power recorded charges of $30 million ($22 million after-tax) associated with dismantling certain of these electric generation facilities, recorded in impairment of assets and other charges in its Consolidated Statements of Income.

In the first quarter of 2020, Virginia Power updated depreciation rates for its nuclear plants to reflect lower depreciation rates as a result of the expected approval of license extensions from the NRC. This adjustment resulted in a decrease in depreciation expense of $8 million ($6 million after-tax) and $24 million ($18 million after-tax) for the three and nine months ended September 30, 2020, respectively, in Virginia Power’s Consolidated Statements of Income and a $0.01 and $0.02 increase in Dominion Energy’s EPS, for the three and nine months ended September 30, 2020, respectively. This revision is expected to decrease annual depreciation expense by approximately $31 million ($23 million after-tax) and increase Dominion Energy’s EPS by $0.03 for the year ended December 31, 2020.

In the second quarter of 2020, DESC completed a nuclear decommissioning cost study related to Summer. As a result of the study, Dominion Energy recorded an $89 million increase to its nuclear decommissioning ARO, with a corresponding increase to property, plant and equipment.

Credit Risk

Credit risk is the risk of financial loss if counterparties fail to perform their contractual obligations. In order to minimize overall credit risk, credit policies are maintained, including the evaluation of counterparty financial condition, collateral requirements and the use of standardized agreements that facilitate the netting of cash flows associated with a single counterparty. In addition, counterparties may make available collateral, including letters of credit or cash held as margin deposits, as a result of exceeding agreed-upon credit limits, or may be required to prepay the transaction.

Effective January 2020, expected credit losses are estimated and recorded based on historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of financial assets held at amortized cost as well as expected credit losses on commitments with respect to financial guarantees.

Investments

Debt and Equity Securities with Readily Determinable Fair Value

Dominion Energy accounts for and classifies investments in debt securities as trading or available-for-sale securities. Virginia Power classifies investments in debt securities as available-for-sale securities.

• Debt securities classified as trading securities include securities held by Dominion Energy in rabbi trusts associated with certain deferred compensation plans. These securities are reported in other investments in its Consolidated Balance Sheets at fair value with net realized and unrealized gains and losses included in other income in its Consolidated Statements of Income.

• Debt securities classified as available-for-sale securities include all other debt securities, primarily comprised of securities held in the nuclear decommissioning trusts. These investments are reported at fair value in nuclear decommissioning trust funds in the Consolidated Balance Sheets. Net realized and unrealized gains and losses (including any credit-related impairments) on investments held in Virginia Power’s nuclear decommissioning trusts are deferred to a regulatory asset or liability as applicable for certain jurisdictions subject to cost-based regulation. For all other available-for-sale debt securities, including those held in Dominion Energy’s merchant generation nuclear decommissioning trusts, net realized gains and losses (including any credit-related impairments) are included in other income and unrealized gains and losses are reported as a component of AOCI, after-tax.

In determining realized gains and losses for debt securities, the cost basis of the security is based on the specific identification method.

Equity securities with readily determinable fair values include securities held by Dominion Energy in rabbi trusts associated with certain deferred compensation plans and securities held by the Companies in the nuclear decommissioning trusts. The Companies record all equity securities with a readily determinable fair value, or for which they are permitted to estimate fair value using NAV (or its equivalent), at fair value in nuclear decommissioning trust funds and other investments in the Consolidated Balance Sheets. However, the Companies may elect a measurement alternative for equity securities without a readily determinable fair value. Under the measurement alternative, equity securities are reported at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Companies qualitatively assess equity securities reported using the measurement alternative to determine whether an investment is impaired on an ongoing basis. Net realized and unrealized gains and losses on equity securities held in Virginia Power’s nuclear decommissioning trusts are deferred to a regulatory asset or liability, as applicable, for certain jurisdictions subject to cost-based regulation. For all other equity securities, including those held in Dominion Energy’s merchant generation nuclear decommissioning trusts and rabbi trusts, net realized and unrealized gains and losses are included in other income in its Consolidated Statements of Income.

Equity Securities without Readily Determinable Fair Values

The Companies account for illiquid and privately held securities without readily determinable fair values under either the equity method or cost method. Equity securities without readily determinable fair values include:

• Equity method investments when the Companies have the ability to exercise significant influence, but not control, over the investee. Dominion Energy’s investments are included in investment in equity method affiliates in its Consolidated Balance Sheets, except for such investments which are classified as held for sale. Dominion Energy records equity method adjustments in other income in its Consolidated Statements of Income, except for such adjustments which are classified as discontinued operations, including its proportionate share of investee income or loss, gains or losses resulting from investee capital transactions, amortization of certain differences between the carrying value and the equity in the net assets of the investee at the date of investment and other adjustments required by the equity method.

• Cost method investments when the Companies do not have the ability to exercise significant influence over the investee. The Companies’ investments are included in other investments and nuclear decommissioning trust funds. Cost method investments are reported at cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer.

Other-Than-Temporary Impairment

The Companies periodically review their equity method investments to determine whether a decline in fair value should be considered other-than-temporary. If a decline in the fair value of any equity method investment is determined to be other-than-temporary, the investment is written down to its fair value at the end of the reporting period.

Credit Impairment

Effective January 2020, the Companies periodically review their available-for-sale debt securities to determine whether a decline in fair value should be considered credit related. If a decline in the fair value of any available-for-sale debt security is determined to be credit related, the credit-related impairment is recorded to an allowance included in nuclear decommissioning trust funds in the Companies’ Consolidated Balance Sheets at the end of the reporting period, with such allowance for credit losses subject to reversal in subsequent evaluations.

Using information obtained from their nuclear decommissioning trust fixed-income investment managers, the Companies record in earnings, or defer as applicable for certain jurisdictions subject to cost-based regulation, any unrealized loss for a debt security when the manager intends to sell the debt security or it is more-likely-than-not that the manager will have to sell the debt security before recovery of its fair value up to its cost basis. If that is not the case, but the debt security is deemed to have experienced a credit loss, the Companies record the credit loss in earnings with the remaining non-credit portion of the unrealized loss recorded in AOCI. Credit losses are evaluated primarily by considering the credit ratings of the issuer, prior instances of non-performance by the issuer and other factors.

New Accounting Standards

In August 2020, the FASB issued revised accounting guidance for debt with conversion options and contracts in an entity’s own equity. The revised guidance eliminates the ability to assert cash settlement and exclude potential shares from the diluted EPS calculation for a contract that may be settled in stock or cash. The effective date is for interim and annual reporting periods beginning January 1, 2022 and may be adopted through a modified retrospective or fully retrospective method of transition. Upon adoption, Dominion Energy will no longer exclude the Series A Preferred Stock from the effect of dilutive securities and will also exclude the fair value adjustment reflected within net income attributable to Dominion Energy for the calculation of diluted EPS.

Note 3. Acquisitions and Dispositions

Acquisition of SCANA

In January 2019, Dominion Energy issued 95.6 million shares of Dominion Energy common stock, valued at $6.8 billion, representing 0.6690 of a share of Dominion Energy common stock for each share of SCANA common stock, in connection with the completion of the SCANA Combination. SCANA, through its regulated subsidiaries, is primarily engaged in the generation, transmission and distribution of electricity in the central, southern and southwestern portions of South Carolina and in the distribution of natural gas in North Carolina and South Carolina. In addition, at the closing of the SCANA Combination, SCANA marketed natural gas to retail customers in the southeast U.S. Following completion of the SCANA Combination, SCANA operates as a wholly-owned subsidiary of Dominion Energy. In addition, SCANA’s debt totaled $6.9 billion at closing. The SCANA Combination expanded Dominion Energy’s portfolio of regulated electric generation, transmission and distribution and regulated natural gas distribution infrastructure operations.

See Note 3 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2019 for more information on the SCANA Combination, including merger approval and conditions, information on assets acquired and liabilities assumed and purchase price allocation. In addition, see Note 17 for a discussion of certain legal proceedings involving Dominion Energy, SCANA or DESC relating to events occurring before closing of the SCANA Combination.

In accordance with the SCANA Merger Approval Order, Dominion Energy incurred certain charges to its Consolidated Statements of Income for the following:

•

In the first quarter of 2019, DESC recorded a reduction in operating revenue and a corresponding regulatory liability of $1.0 billion representing a refund of amounts previously collected from retail electric customers of DESC for the NND Project to be credited over an estimated 11-year period, effective January 2019. As a result, Dominion Energy’s Consolidated Statement of Income for the nine months ended September 30, 2019 includes a $756 million after-tax charge.

•

Dominion Energy committed to forgo recovery of $105 million of certain property, plant and equipment associated with the NND Project. As a result, Dominion Energy’s Consolidated Statement of Income for the nine months ended September 30, 2019 includes a charge of $105 million ($79 million after-tax), included in impairment of assets and other charges.

•

Dominion Energy committed to forgo recovery of $264 million of certain income tax-related regulatory assets associated with the NND Project. As a result, Dominion Energy’s Consolidated Statement of Income for the nine months ended September 30, 2019 includes a charge of $198 million included in income tax expense.

Results of Operations and Unaudited Pro Forma Information

The impact of the SCANA Combination on Dominion Energy’s operating revenue was an increase of $809 million and $979 million for the three months ended September 30, 2020 and 2019, respectively, and an increase of $2.4 billion and $2.1 billion for the nine months ended September 30, 2020 and 2019, respectively, in the Consolidated Statements of Income. The impact of the SCANA Combination on net income attributable to Dominion Energy was an increase of $85 million and $97 million for the three months ended September 30, 2020 and 2019, respectively, and an increase of $197 million and a decrease of $1.1 billion for the nine months ended September 30, 2020 and 2019, respectively, in the Consolidated Statements of Income.

Dominion Energy incurred merger and integration-related costs of $22 million and $64 million for the three and nine months ended September 30, 2020, respectively, of which $22 million and $61 million are recorded in other operations and maintenance expense in the Consolidated Statements of Income. Dominion Energy incurred merger and integration-related costs of $29 million and $596 million in the Consolidated Statements of Income for the three and nine months ended September 30, 2019, respectively. These amounts for the three and nine months ended September 30, 2019 include $4 million and $427 million, respectively, for a charge related to a voluntary retirement program. See Note 20 for additional information. Of the remaining merger and integration-related costs, $25 million and $169 million was recorded in other operations and maintenance expense in the Consolidated Statements of Income for the three and nine months ended September 30, 2019, respectively, and less than $1 million and $9 million was recorded in interest and related charges in the Consolidated Statement of Income for the three and nine months ended September 30, 2019,

respectively. These costs consist of professional fees, charitable contribution commitments, employee-related expenses, certain financing costs and other miscellaneous costs.

The following unaudited pro forma financial information reflects the consolidated results of operations of Dominion Energy assuming the SCANA Combination had taken place on January 1, 2018. The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of the consolidated results of operations that would have been achieved or the future consolidated results of operations of the combined company.

	Three Months Ended September 30, 2019⁽¹⁾		Nine Months Ended September 30, 2019⁽¹⁾
(millions, except EPS)
Operating Revenue	$	3,782	$	11,513
Net income attributable to Dominion Energy		1,029		1,991
Earnings Per Common Share – Basic	$	1.28	$	2.47
Earnings Per Common Share – Diluted	$	1.26	$	2.44

(1)	Amounts include adjustments for non-recurring costs directly related to the SCANA Combination.

Disposition of Gas Transmission & Storage Operations to BHE

In July 2020, Dominion Energy entered into an agreement with BHE with a total value of approximately $10 billion, comprised of approximately $4.0 billion of cash consideration (subject to customary closing adjustments) plus the assumption of long-term debt, to sell substantially all of its gas transmission and storage operations, including processing assets, as well as noncontrolling partnership interests in Iroquois, JAX LNG and White River Hub and a controlling interest in Cove Point (consisting of 100% of the general partner interest and 25% of the total limited partner interests). The agreement provides that Dominion Energy retains the assets and obligations of the pension and other postretirement employee benefit plans associated with the operations included in the transaction and relating to services provided through closing. In October 2020, pursuant to a provision in the agreement with BHE, Dominion Energy elected to exclude Dominion Energy Questar Pipeline and certain other affiliated entities from the transaction as approval under the Hart-Scott-Rodino Act had not been obtained by mid-September 2020. Concurrently in October 2020, Dominion Energy and BHE entered into a separate agreement under which Dominion Energy will sell Dominion Energy Questar Pipeline and certain other affiliated entities for cash consideration of $1.3 billion and the assumption of related long-term debt.

In November 2020, Dominion Energy completed the GT&S Transaction and received cash proceeds of $2.7 billion. This transaction is structured as an asset sale for tax purposes. Based on the recorded balances at September 30, 2020, Dominion Energy expects to recognize a pre-tax gain of approximately $200 million in the fourth quarter of 2020, including the write-off of $1.4 billion of goodwill and reflecting closing adjustments of approximately $200 million to be paid to BHE. Closing adjustments, including any required payment of cash, are expected to be finalized by early 2021.

In connection with closing of the GT&S Transaction, Dominion Energy and BHE entered into a transition services agreement under which Dominion Energy will continue to provide specified administrative services to support the operations of the disposed business for up to 24 months. In addition, BHE will provide certain administrative services to Dominion Energy.

Also in November 2020, BHE provided a $1.3 billion deposit to Dominion Energy on the Q-Pipe Transaction. Dominion Energy will be required to repay all or substantially all of this deposit, or issue to BHE an equivalent value in shares of Dominion Energy common stock at Dominion Energy’s option, if the Q-Pipe Transaction does not close by December 30, 2021. Dominion Energy may not solicit or accept offers from alternative buyers for all or a material portion of the Q-Pipe Transaction until after March 31, 2021 and either party may terminate the Q-Pipe Transaction if closing has not occurred on or before June 30, 2021. If the Hart-Scott-Rodino Act approval has not been obtained by June 30, 2021, upon BHE’s request, Dominion Energy will seek an alternative buyer for all or a material portion of the Q-Pipe Transaction. The Q-Pipe Transaction is structured as an asset sale for tax purposes and is expected to close in early 2021, contingent on clearance or approval under the Hart-Scott-Rodino Act, and other customary closing and regulatory conditions. Based on the recorded balances at September 30, 2020, Dominion Energy expects to recognize a pre-tax gain of approximately $500 million upon closing, including the write-off of $191 million of goodwill, but excluding the effects of any closing adjustments.

The operations included in both the GT&S Transaction and the Q-Pipe Transaction are presented in held-for-sale and discontinued operations effective July 2020. As a result, the previously reported amounts have been recast to reflect this presentation and depreciation and amortization ceased on the applicable assets. Dominion Energy retained a 50% noncontrolling interest in Cove Point that is accounted for as an equity method investment upon closing of the GT&S Transaction as Dominion Energy has the ability to exercise significant influence, but not control, over Cove Point. As Cove Point had previously been consolidated within Dominion Energy’s financial statements, balances associated with Cove Point prior to the closing of the GT&S Transaction are presented within held-for-sale and discontinued operations.

The following table represents selected information regarding the results of operations of reported within discontinued operations in Dominion Energy’s Consolidated Statements of Income:

	Three Months Ended September 30, 2020					Three Months Ended September 30, 2019				Nine Months Ended September 30, 2020					Nine Months Ended September 30, 2019
	GT&S Transaction			Q-Pipe Transaction		GT&S Transaction		Q-Pipe Transaction		GT&S Transaction			Q-Pipe Transaction		GT&S Transaction		Q-Pipe Transaction
(millions)
Operating revenue	$	511		$	59	$	497	$	60	$	1,554		$	182	$	1,627	$	185
Operating Expense⁽¹⁾		208			16		317		31		1,311			78		1,029		100
Other income (loss)		(5	)		1		13		1		27			3		42		3
Interest and related charges⁽²⁾		267			5		76		5		366			15		224		15
Income (loss) before income taxes		31			39		117		25		(96	)		92		416		73
Income tax expense (benefit)		(14	)		5		117		19		(65	)		19		42		6
Net income (loss) including noncontrolling interests		45			34		—		6		(31	)		73		374		67
Noncontrolling interests		32			—		—		—		97			—		6		—
Net income (loss) attributable to Dominion Energy	$	13		$	34	$	—	$	6	$	(128	)	$	73	$	368	$	67

(1)

GT&S Transaction includes a charge of $482 million ($359 million after-tax) recorded in the second quarter of 2020 associated with the probable abandonment of a significant portion of the Supply Header Project as well as the establishment of a $75 million ARO as a result of the cancellation of the Atlantic Coast Pipeline Project.

(2)

GT&S Transaction includes a loss of $237 million recorded in the third quarter of 2020 associated with cash flow hedges of debt-related items that were determined to be probable of not occurring.

The carrying amounts 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 September 30, 2020⁽¹⁾				At December 31, 2019
	GT&S Transaction		Q-Pipe Transaction		GT&S Transaction		Q-Pipe Transaction
(millions)
Current assets⁽²⁾	$	398	$	57	$	445	$	49
Equity method investments⁽³⁾		316		35		276		36
Property, plant and equipment, net⁽⁴⁾		10,449		1,109		10,764		1,103
Other deferred charges and other assets, including goodwill⁽⁵⁾ and intangible assets		1,544		224		1,553		225
Current liabilities⁽⁶⁾		1,536		38		1,002		37
Long-term debt		3,916		425		4,401		425
Other deferred credits and liabilities		810		155		773		155

(1)

All amounts at September 30, 2020 are classified as current in Dominion Energy’s Consolidated Balance Sheet.

(2)

Includes cash and cash equivalents of $24 million and $20 million as of September 30, 2020 and December 31, 2019, respectively, within the GT&S Transaction and $25 million and $11 million as of September 30, 2020 and December 31, 2019, respectively within the Q-Pipe Transaction.

(3)

Comprised of equity method investments in Iroquois and JAX LNG within the GT&S Transaction and White River Hub within the Q-Pipe Transaction.

(4)

GT&S Transaction includes $40 million recorded at September 30, 2020 for a potential modified Supply Header Project.

(5)

Includes goodwill of $1.4 billion and $191 million at both September 30, 2020 and December 31, 2019 within the GT&S Transaction and the Q-Pipe Transaction, respectively.

(6)

Includes $47 million ARO recorded at September 30, 2020 related to the Supply Header Project and current portions of long-term debt of $1.2 billion and $699 million as of September 30, 2020 and December 31, 2020, respectively, within the GT&S Transaction.

Capital expenditures and significant noncash items relating to the disposal groups included the following:

	Nine Months Ended September 30, 2020				Nine Months Ended September 30, 2019
	GT&S Transaction		Q-Pipe Transaction		GT&S Transaction		Q-Pipe Transaction
(millions)
Capital expenditures	$	240	$	27	$	265	$	32
Significant noncash items
Impairment of assets and other charges		463		—		13		—
Charge related to a voluntary retirement program		—		—		22		4
Depreciation, depletion and amortization		173		25		240		38
Accrued capital expenditures		43		2		42		3

In October 2020, Dominion Energy settled various derivatives related to, but not included in, the GT&S Transaction for a payment of $165 million.

Note 4. Operating Revenue

The Companies’ operating revenue consists of the following:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
(millions)
Dominion Energy
Regulated electric sales:
Residential	$	1,497	$	1,440	$	3,746	$	3,180
Commercial		865		962		2,391		2,347
Industrial		190		227		548		474
Government and other retail		239		244		651		658
Wholesale		37		45		99		134
Nonregulated electric sales		218		197		627		688
Regulated gas sales:
Residential		123		121		853		905
Commercial		50		52		304		311
Other		18		23		61		84
Nonregulated gas sales		12		51		124		369
Regulated gas transportation and storage - State		165		168		578		547
Other regulated revenues		61		54		236		184
Other nonregulated revenues⁽¹⁾⁽²⁾		61		39		132		112
Total operating revenue from contracts with customers		3,536		3,623		10,350		9,993
Other revenues⁽³⁾⁽⁴⁾		71		159		301		513
Total operating revenue	$	3,607	$	3,782	$	10,651	$	10,506
Virginia Power
Regulated electric sales:
Residential	$	1,146	$	1,085	$	2,860	$	2,816
Commercial		645		732		1,805		2,049
Industrial		98		121		284		351
Government and other retail		223		224		603		625
Wholesale		25		31		70		97
Other regulated revenues		61		36		217		124
Other nonregulated revenues⁽¹⁾⁽²⁾		33		21		66		54
Total operating revenue from contracts with customers		2,231		2,250		5,905		6,116
Other revenues⁽²⁾⁽³⁾		17		14		78		51
Total operating revenue	$	2,248	$	2,264	$	5,983	$	6,167

(1)

Amounts above include sales which are considered to be goods transferred at a point in time. Such amounts included $5 million for the three months ended September 30, 2020, $12 million for the three months ended September 30, 2019, $16 million for the nine months ended September 30, 2020 and $29 million for the nine months ended September 30, 2019, primarily consisting of sales of commodities related to nonregulated extraction activities and other miscellaneous products. Additionally, amounts above include sales of renewable energy credits. Such amounts included $21 million and $16 million for the three months ended September 30, 2020, $12 million and $11 million for the three months ended September 30, 2019, $32 million and $24 million for the nine months ended September 30, 2020 and $19 million and $14 million for the nine months ended September 30, 2019, at Dominion Energy and Virginia Power, respectively.

(2)	See Notes 10 and 19 for amounts attributable to related parties and affiliates.

(3)

Amounts above include alternative revenue of $51 million and $9 million at Dominion Energy and $12 million and $9 million at Virginia Power for the three months ended September 30, 2020 and 2019, respectively, and $90 million and $44million at Dominion Energy and $63 million and $35 million at Virginia Power for the nine months ended September 30, 2020 and 2019, respectively.

(4)	Amounts above include revenue associated with services provided to discontinued operations of $1 million and $4 million for both the three and nine months ended September 30, 2020 and 2019, respectively.

The table below discloses the aggregate amount of the transaction price allocated to fixed-price performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period and when the Companies expect to recognize this revenue. These revenues relate to contracts containing fixed prices where the Companies will earn the associated revenue over time as they stand ready to perform services provided. This disclosure does not include revenue related to performance obligations that are part of a contract with original durations of one year or less. In addition, this disclosure does not include expected consideration related to performance obligations for which the Companies elect to recognize revenue in the amount they have a right to invoice.

Revenue expected to be recognized on multi-year contracts in place at September 30, 2020	2020		2021		2022		2023		2024		Thereafter		Total
(millions)
Dominion Energy	$	18	$	66	$	66	$	64	$	57	$	516	$	787
Virginia Power		1		1		—		—		—		—		2

At September 30, 2020 and December 31, 2019, Dominion Energy’s contract liability balances were $120 million and $102 million, respectively, and are recorded in other current liabilities and other deferred credits and other liabilities in the Consolidated Balance Sheets. At September 30, 2020 and December 31, 2019, Virginia Power’s contract liability balances were $27 million and $24 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, 2020 and 2019 Dominion Energy recognized revenue of $95 million and $83 million, respectively, from the beginning contract liability balances. During the nine months ended September 30, 2020 and 2019, Virginia Power recognized $24 million and $22 million, respectively, from the beginning contract liability balance.

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:

	Dominion Energy						Virginia Power
Nine Months Ended September 30,	2020			2019			2020			2019
U.S. statutory rate		21.0	%		21.0	%		21.0	%		21.0	%
Increases (reductions) resulting from:
State taxes, net of federal benefit		1.5			(898.5	)		4.7			4.5
Investment tax credits		(30.5	)		(325.2	)		(5.6	)		(5.3	)
Production tax credits		(2.4	)		(66.3	)		(0.9	)		(0.8	)
Reversal of excess deferred income taxes		(14.5	)		(375.6	)		(1.9	)		(4.1	)
Write-off of regulatory assets		—			16,565.9			—			—
Change in tax status		(6.1	)		—			—			—
AFUDC - equity		(1.1	)		(55.8	)		(0.3	)		—
Changes in state deferred taxes associated with assets held for sale		(11.6	)		—			—			—
Absence of tax on noncontrolling interest		14.1			—			—			—
Other, net		(1.8	)		(987.3	)		—			(1.2	)
Effective tax rate		(31.4	)%	13,878.2%				17.0	%		14.1	%

For the Companies’ rate-regulated entities, deferred taxes will reverse at the weighted average rate used to originate the deferred tax liability, which in some cases will be 35%. The Companies have recorded an estimate of excess deferred income tax amortization in 2020. The reversal of these excess deferred income taxes will impact the effective tax rate and rates charged to customers. See Note 13 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2019 for more information.

For the nine months ended September 30, 2020, Dominion Energy’s effective tax rate reflects an income tax benefit of $45 million associated with the remeasurement of consolidated state deferred taxes with the classification of gas transmission and storage operations as held for sale. In addition, Dominion Energy’s effective tax rate reflects an income tax expense of $55 million attributable to the noncontrolling interest primarily associated with the impairment of solar assets held in partnership form discussed in Note 11.

In March 2020, the CARES Act was enacted which includes several significant business tax provisions that modify or temporarily suspend certain provisions of the 2017 Tax Reform Act. The CARES Act provisions are intended to improve cash flow and liquidity by, among other things, providing a temporary five-year carryback for certain net operating losses, accelerating the refund of previously generated corporate alternative minimum tax credits and temporarily loosening the business interest limitation to 50% of adjusted taxable income for certain businesses. Dominion Energy utilized the income tax provisions of the CARES Act to accelerate the recognition of certain tax attributes, but they did not provide a material benefit.

In July 2020, the U.S. Department of Treasury issued final regulations providing guidance about the limitation on the deduction for business interest expenses and issued proposed regulations on the application of these rules to certain pass-through entities and partners in those entities under the 2017 Tax Reform Act as modified by the CARES Act. Dominion Energy is assessing the impact of these regulations, but expects interest expense to be deductible in 2020.

Dominion Energy’s 2019 effective tax rate is a function of the nominal year-to-date pre-tax income primarily driven by charges associated with the SCANA Combination, charges at Virginia Power for the early retirement of assets and charges associated with the voluntary retirement program. In connection with the SCANA Combination, Dominion Energy committed to forgo, or limit, the recovery of certain income tax-related regulatory assets associated with the NND Project. Dominion Energy’s 2019 effective tax rate reflects deferred income tax expense of $198 million in satisfaction of this commitment. Dominion Energy’s 2019 effective tax rate also reflects the changes in consolidated state income taxes resulting from the SCANA Combination.

As of September 30, 2020, 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, 2019, for a discussion of these unrecognized tax benefits.

Discontinued operations

Income tax expense (benefit) reflected in discontinued operations is $(572) million and $47 million for the nine months ended September 30, 2020 and 2019, respectively. The 2020 income tax expense reflects a charge of $81 million for the write-off of tax-related regulatory assets associated with the Atlantic Coast Pipeline project.

Note 6. Earnings Per Share

The following table presents the calculation of Dominion Energy’s basic and diluted EPS:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
(millions, except EPS)
Net income (loss) attributable to Dominion Energy from continuing operations	$	369		$	937		$	767		$	(171	)
Preferred stock dividends (see Note 16)		(16	)		(7	)		(48	)		(8	)
Net income (loss) attributable to Dominion Energy from continuing operations – Basic		353			930			719			(179	)
Dilutive effect of Series A Preferred Stock		—			(13	)		(28	)		—
Net income (loss) attributable to Dominion Energy from continuing operations - Diluted	$	353		$	917		$	691		$	(179	)

Net income (loss) attributable to Dominion Energy from discontinued operations - Basic & Diluted	$	(13	)	$	38		$	(1,850	)	$	520

Average shares of common stock outstanding – Basic & Diluted		833.8			813.0			837.1			802.9
Net effect of dilutive securities		—			—			—			—
Average shares of common stock outstanding – Diluted		833.8			813.0			837.1			802.9

EPS from continuing operations – Basic	$	0.42		$	1.14		$	0.86		$	(0.22	)
EPS from discontinued operations – Basic		(0.01	)		0.05			(2.21	)		0.64
EPS attributable to Dominion Energy – Basic	$	0.41		$	1.19		$	(1.35	)	$	0.42

EPS from continuing operations – Diluted	$	0.42		$	1.12		$	0.83		$	(0.22	)
EPS from discontinued operations – Diluted		(0.01	)		0.05			(2.21	)		0.64
EPS attributable to Dominion Energy – Diluted	$	0.41		$	1.17		$	(1.38	)	$	0.42

As a result of a net loss from continuing operations for the nine months ended September 30, 2019, any adjustments to earnings or shares would be considered antidilutive and are therefore excluded from the calculation of diluted EPS. The 2019 Equity Units and the two September 2020 accelerated share purchase agreements are potentially dilutive securities. See Note 16 for more information. The forward stock purchase contracts included within the 2019 Equity Units were excluded from the calculation of diluted EPS for the

three and nine months ended September 30, 2020 and the three months ended September 30, 2019, as the dilutive stock price threshold was not met. The forward stock purchase contracts included within the accelerated share repurchase agreements are excluded from the calculation of diluted EPS for the three and nine months ended September 30, 2020 as the dilutive stock price threshold was not met. The Series A Preferred Stock included within the 2019 Equity Units is excluded from the effect of dilutive securities within diluted EPS, but a fair value adjustment is reflected within net income from continuing operations attributable to Dominion Energy for the calculation of diluted EPS from continuing operations for the nine months ended September 30, 2020 and the three months ended September 30, 2019, based upon the expectation that the conversion will be settled in cash rather than through the issuance of Dominion Energy common stock. Such fair value adjustment is not included within net income from continuing operations attributable to Dominion Energy for the calculation of diluted EPS from continuing operations for the three months ended September 30, 2020 as the dilutive stock price threshold was not met. The 2016 Equity Units are potentially dilutive securities, but were excluded from the calculation of diluted EPS for the three months ended September 30, 2019 as the dilutive stock price threshold was not met.

Note 7. Accumulated Other Comprehensive Income

Dominion Energy

The following table presents Dominion Energy’s changes in AOCI by component, net of tax:

	Deferred gains and losses on derivatives- hedging activities			Unrealized gains and losses on investment securities			Unrecognized pension and other postretirement benefit costs			Other comprehensive loss from equity method investees			Total
(millions)
Three Months Ended September 30, 2020
Beginning balance	$	(644	)	$	51		$	(1,385	)	$	(2	)	$	(1,980	)
Other comprehensive income before reclassifications: gains (losses)		10			4			(261	)		1			(246	)
Amounts reclassified from AOCI: (gains) losses⁽¹⁾		188			(1	)		23			—			210
Net current period other comprehensive income (loss)		198			3			(238	)		1			(36	)
Ending balance	$	(446	)	$	54		$	(1,623	)	$	(1	)	$	(2,016	)
Three Months Ended September 30, 2019
Beginning balance	$	(389	)	$	30		$	(1,322	)	$	(2	)	$	(1,683	)
Other comprehensive income before reclassifications: gains (losses)		(107	)		8			(4	)		(1	)		(104	)
Amounts reclassified from AOCI: (gains) losses⁽¹⁾		(6	)		(4	)		20			—			10
Net current period other comprehensive income (loss)		(113	)		4			16			(1	)		(94	)
Ending balance	$	(502	)	$	34		$	(1,306	)	$	(3	)	$	(1,777	)
Nine Months Ended September 30, 2020
Beginning balance	$	(407	)	$	37		$	(1,421	)	$	(2	)	$	(1,793	)
Other comprehensive income before reclassifications: gains (losses)		(254	)		32			(262	)		1			(483	)
Amounts reclassified from AOCI: (gains) losses⁽¹⁾		215			(15	)		60			—			260
Net current period other comprehensive income (loss)		(39	)		17			(202	)		1			(223	)
Ending balance	$	(446	)	$	54		$	(1,623	)	$	(1	)	$	(2,016	)
Nine Months Ended September 30, 2019
Beginning balance	$	(235	)	$	2		$	(1,465	)	$	(2	)	$	(1,700	)
Other comprehensive income before reclassifications: gains (losses)		(209	)		37			109			(1	)		(64	)
Amounts reclassified from AOCI: (gains) losses⁽¹⁾		(58	)		(5	)		50			—			(13	)
Net current period other comprehensive income (loss)		(267	)		32			159			(1	)		(77	)
Ending balance	$	(502	)	$	34		$	(1,306	)	$	(3	)	$	(1,777	)

(1)	See table below for details about these reclassifications.

The following table presents Dominion Energy’s reclassifications out of AOCI by component:

Details about AOCI components	Amounts reclassified from AOCI			Affected line item in the Consolidated Statements of Income
(millions)
Three Months Ended September 30, 2020
Deferred (gains) and losses on derivatives-hedging activities:
Commodity contracts	$	(8	)	Operating revenue
Interest rate contracts		23		Interest and related charges
		230		Discontinued operations
Foreign currency contracts		6		Discontinued operations
Total		251
Tax		(63	)	Income tax expense (benefit)
Total, net of tax	$	188
Unrealized (gains) and losses on investment securities:
Realized (gains) losses on sale of securities	$	(3	)	Other income
Total		(3	)
Tax		2		Income tax expense (benefit)
Total, net of tax	$	(1	)
Unrecognized pension and other postretirement benefit costs:
Amortization of prior-service costs (credits)	$	(5	)	Other income
Amortization of actuarial losses		36		Other income
Total		31
Tax		(8	)	Income tax expense (benefit)
Total, net of tax	$	23
Three Months Ended September 30, 2019
Deferred (gains) and losses on derivatives-hedging activities:
Commodity contracts	$	(34	)	Operating revenue
		2		Purchased gas
		(1	)	Discontinued operations
Interest rate contracts		12		Interest and related charges
		2		Discontinued operations
Foreign currency contracts		12		Discontinued operations
Total		(7	)
Tax		1		Income tax expense (benefit)
Total, net of tax	$	(6	)
Unrealized (gains) and losses on investment securities:
Realized (gains) losses on sale of securities	$	(5	)	Other income
Total		(5	)
Tax		1		Income tax expense (benefit)
Total, net of tax	$	(4	)
Unrecognized pension and other postretirement benefit costs:
Amortization of prior-service costs (credits)	$	(5	)	Other income
Amortization of actuarial losses		31		Other income
Total		26
Tax		(6	)	Income tax expense (benefit)
Total, net of tax	$	20

Details about AOCI components	Amounts reclassified from AOCI			Affected line item in the Consolidated Statements of Income
(millions)
Nine Months Ended September 30, 2020
Deferred (gains) and losses on derivatives-hedging activities:
Commodity contracts	$	(22	)	Operating revenue
		3		Purchased gas
		(2	)	Discontinued operations
Interest rate contracts		66		Interest and related charges
		236		Discontinued operations
Foreign currency contracts		6		Discontinued operations
Total		287
Tax		(72	)	Income tax expense (benefit)
Total, net of tax	$	215
Unrealized (gains) and losses on investment securities:
Realized (gains) losses on sale of securities	$	(21	)	Other income
Total		(21	)
Tax		6		Income tax expense (benefit)
Total, net of tax	$	(15	)
Unrecognized pension and other postretirement benefit costs:
Amortization of prior-service costs (credits)	$	(16	)	Other income
Amortization of actuarial losses		97		Other income
Total		81
Tax		(21	)	Income tax expense (benefit)
Total, net of tax	$	60
Nine Months Ended September 30, 2019
Deferred (gains) and losses on derivatives-hedging activities:
Commodity contracts	$	(123	)	Operating revenue
		(1	)	Purchased gas
		(4	)	Discontinued operations
Interest rate contracts		35		Interest and related charges
		2		Discontinued operations
Foreign currency contracts		14		Discontinued operations
Total		(77	)
Tax		19		Income tax expense (benefit)
Total, net of tax	$	(58	)
Unrealized (gains) and losses on investment securities:
Realized (gains) losses on sale of securities	$	(6	)	Other income
Total		(6	)
Tax		1		Income tax expense (benefit)
Total, net of tax	$	(5	)
Unrecognized pension and other postretirement benefit costs:
Amortization of prior-service costs (credits)	$	(18	)	Other income
Amortization of actuarial losses		85		Other income
Total		67
Tax		(17	)	Income tax expense (benefit)
Total, net of tax	$	50

Virginia Power

The following table presents Virginia Power’s changes in AOCI by component, net of tax:

	Deferred gains and losses on derivatives- hedging activities			Unrealized gains and losses on investment securities			Total
(millions)
Three Months Ended September 30, 2020
Beginning balance	$	(78	)	$	8		$	(70	)
Other comprehensive income before reclassifications: gains (losses)		5			—			5
Amounts reclassified from AOCI: (gains) losses⁽¹⁾		1			(1	)		—
Net current period other comprehensive income (loss)		6			(1	)		5
Ending balance	$	(72	)	$	7		$	(65	)
Three Months Ended September 30, 2019
Beginning balance	$	(30	)	$	4		$	(26	)
Other comprehensive income before reclassifications: gains (losses)		(16	)		1			(15	)
Amounts reclassified from AOCI: (gains) losses⁽¹⁾		—			—			—
Net current period other comprehensive income (loss)		(16	)		1			(15	)
Ending balance	$	(46	)	$	5		$	(41	)
Nine Months Ended September 30, 2020
Beginning balance	$	(34	)	$	5		$	(29	)
Other comprehensive income before reclassifications: gains (losses)		(39	)		4			(35	)
Amounts reclassified from AOCI: (gains) losses⁽¹⁾		1			(2	)		(1	)
Net current period other comprehensive income (loss)		(38	)		2			(36	)
Ending balance	$	(72	)	$	7		$	(65	)
Nine Months Ended September 30, 2019
Beginning balance	$	(13	)	$	1		$	(12	)
Other comprehensive income before reclassifications: gains (losses)		(34	)		5			(29	)
Amounts reclassified from AOCI: (gains) losses⁽¹⁾		1			(1	)		—
Net current period other comprehensive income (loss)		(33	)		4			(29	)
Ending balance	$	(46	)	$	5		$	(41	)

(1)	See table below for details about these reclassifications. Virginia Power’s reclassifications out of AOCI were immaterial for both the three and nine months ended September 30, 2019.

The following table presents Virginia Power’s reclassifications out of AOCI by component:

Details about AOCI components	Amounts reclassified from AOCI			Affected line item in the Consolidated Statements of Income
(millions)
Three Months Ended September 30, 2020
(Gains) losses on cash flow hedges:
Interest rate contracts	$	1		Interest and related charges
Total		1
Tax		—		Income tax expense
Total, net of tax	$	1
Unrealized (gains) and losses on investment securities:
Realized (gains) losses on sale of securities	$	(1	)	Other income
Total		(1	)
Tax		—		Income tax expense
Total, net of tax	$	(1	)
Nine Months Ended September 30, 2020
(Gains) losses on cash flow hedges:
Interest rate contracts	$	2		Interest and related charges
Total		2
Tax		(1	)	Income tax expense
Total, net of tax	$	1
Unrealized (gains) and losses on investment securities:
Realized (gains) losses on sale of securities	$	(3	)	Other income
Total		(3	)
Tax		1		Income tax expense
Total, net of tax	$	(2	)

Note 8. Fair Value Measurements

The Companies’ fair value measurements are made in accordance with the policies discussed in Note 6 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2019. See Note 9 in this report for further information about the Companies’ derivatives and hedge accounting activities.

The Companies enter into certain physical and financial forwards, futures, options and swaps, 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, futures and swaps contracts. An option model is used to value Level 3 physical options. The discounted cash flow model for forwards, futures and swaps calculates mark-to-market valuations based on forward market prices, original transaction prices, volumes, risk-free rate of return and credit spreads. The option model calculates mark-to-market valuations using variations of the Black-Scholes option model. The inputs into the 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 Dominion Energy’s quantitative information about Level 3 fair value measurements at September 30, 2020. The range and weighted average are presented in dollars for market price inputs and percentages for price volatility.

	Fair Value (millions)		Valuation Techniques	Unobservable Input		Range	Weighted Average⁽¹⁾
Assets
Physical and financial forwards:
Natural gas⁽²⁾	$	102	Discounted cash flow	Market price (per Dth)	⁽³⁾	(2) - 3		(1	)
FTRs		32	Discounted cash flow	Market price (per MWh)	⁽³⁾	(1) - 5		1
Physical options:
Natural gas		3	Option model	Market price (per Dth)	⁽³⁾	1 - 6		4
				Price volatility	⁽⁴⁾	19% - 61%		35	%
Total assets	$	137
Liabilities
Financial forwards:
FTRs	$	10	Discounted cash flow	Market price (per MWh)	⁽³⁾	(5) - 4		—
Total liabilities	$	10

(1)	Averages weighted by volume.

(2)	Includes basis.

(3)	Represents market prices beyond defined terms for Levels 1 and 2.

(4)	Represents volatilities unrepresented in published markets.

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)
Market price	Sell	Increase (decrease)	Loss (gain)
Price volatility	Buy	Increase (decrease)	Gain (loss)
Price volatility	Sell	Increase (decrease)	Loss (gain)

Nonrecurring Fair Value Measurements

Dominion Energy

See Notes 10 and 11 for information on nonrecurring fair value measurements associated with charges recorded related to Fowler Ridge and non-wholly-owned merchant solar facilities, respectively.

Recurring Fair Value Measurements

Dominion Energy

The following table presents Dominion Energy’s 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		Total
(millions)
At September 30, 2020
Assets
Derivatives:
Commodity	$	—	$	49	$	137	$	186
Interest rate		—		60		—		60
Foreign currency		—		6		—		6
Investments⁽¹⁾:
Equity securities:
U.S.		4,146		—		—		4,146
Fixed income:
Corporate debt instruments		—		617		—		617
Government securities		499		746		—		1,245
Cash equivalents and other		31		12		—		43
Total assets	$	4,676	$	1,490	$	137	$	6,303
Liabilities
Derivatives:
Commodity	$	—	$	41	$	10	$	51
Interest rate		—		721		—		721
Foreign currency		—		4		—		4
Total liabilities	$	—	$	766	$	10	$	776
At December 31, 2019
Assets
Derivatives:
Commodity	$	—	$	55	$	19	$	74
Interest rate		—		11		—		11
Foreign currency		—		8		—		8
Investments⁽¹⁾:
Equity securities:
U.S.		4,195		—		—		4,195
Fixed income:
Corporate debt instruments		—		463		—		463
Government securities		473		719		—		1,192
Cash equivalents and other		19		1		—		20
Total assets	$	4,687	$	1,257	$	19	$	5,963
Liabilities
Derivatives:
Commodity	$	—	$	75	$	56	$	131
Interest rate		—		606		—		606
Foreign currency		—		3		—		3
Total liabilities	$	—	$	684	$	56	$	740

(1)

Includes investments held in the nuclear decommissioning and rabbi trusts. Excludes $297 million and $274 million of assets at September 30, 2020 and December 31, 2019, respectively, measured at fair value using NAV (or its equivalent) as a practical expedient which are not required to be categorized in the fair value hierarchy.

The following table presents the net change in Dominion Energy's assets and liabilities measured at fair value on a recurring basis and included in the Level 3 fair value category:

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2020		2019			2020			2019
(millions)
Beginning balance	$	123	$	75		$	(37	)	$	64
Total realized and unrealized gains (losses):
Included in earnings:
Operating revenue		—		—			—			2
Purchased gas		—		—			—			1
Electric fuel and other energy-related purchases		—		(5	)		(26	)		(12	)
Included in regulatory assets/liabilities		4		(76	)		164			(51	)
Settlements		—		5			26			7
Purchases		—		—			—			(10	)
Transfers out of Level 3		—		—			—			(2	)
Ending balance	$	127	$	(1	)	$	127		$	(1	)
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets/liabilities still held at the reporting date:
Operating revenue	$	—	$	—		$	—		$	2
Purchased gas		—		—			—			1
Total	$	—	$	—		$	—		$	3

Virginia Power

The following table presents Virginia Power’s quantitative information about Level 3 fair value measurements at September 30, 2020. The range and weighted average are presented in dollars for market price inputs and percentages for price volatility.

	Fair Value (millions)		Valuation Techniques	Unobservable Input		Range	Weighted Average⁽¹⁾
Assets
Physical and financial forwards:
Natural gas⁽²⁾	$	102	Discounted cash flow	Market price (per Dth)	⁽³⁾	(2) - 3		(1	)
FTRs		32	Discounted cash flow	Market price (per MWh)	⁽³⁾	(1) - 5		1
Physical options:
Natural gas		3	Option model	Market price (per Dth)	⁽³⁾	1 - 6		4
				Price volatility	⁽⁴⁾	19% - 61%		35	%
Total assets	$	137
Liabilities
Financial forwards:
FTRs	$	10	Discounted cash flow	Market price (per MWh)	⁽³⁾	(5) - 4		—
Total liabilities	$	10

(1)	Averages weighted by volume.

(2)	Includes basis.

(3)	Represents market prices beyond defined terms for Levels 1 and 2.

(4)	Represents volatilities unrepresented in published markets.

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)
Market price	Sell	Increase (decrease)	Loss (gain)
Price volatility	Buy	Increase (decrease)	Gain (loss)
Price volatility	Sell	Increase (decrease)	Loss (gain)

The following table presents Virginia Power’s 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		Total
(millions)
At September 30, 2020
Assets
Derivatives:
Commodity	$	—	$	8	$	137	$	145
Investments⁽¹⁾:
Equity securities:
U.S.		1,928		—		—		1,928
Fixed income:
Corporate debt instruments		—		352		—		352
Government securities		176		310		—		486
Cash equivalents and other		14		—		—		14
Total assets	$	2,118	$	670	$	137	$	2,925
Liabilities
Derivatives:
Commodity	$	—	$	6	$	10	$	16
Interest rate		—		475		—		475
Total liabilities	$	—	$	481	$	10	$	491
At December 31, 2019
Assets
Derivatives:
Commodity	$	—	$	3	$	19	$	22
Interest rate		—		2		—		2
Investments⁽¹⁾:
Equity securities:
U.S.		1,920		—		—		1,920
Fixed income:
Corporate debt instruments		—		256		—		256
Government securities		186		361		—		547
Cash equivalents and other		—		1		—		1
Total assets	$	2,106	$	623	$	19	$	2,748
Liabilities
Derivatives:
Commodity	$	—	$	47	$	56	$	103
Interest rate		—		363		—		363
Total liabilities	$	—	$	410	$	56	$	466

(1)

Includes investments held in the nuclear decommissioning trusts. Excludes $150 million and $159 million of assets at September 30, 2020 and December 31, 2019, respectively, measured at fair value using NAV (or its equivalent) as a practical expedient which are not required to be categorized in the fair value hierarchy.

The following table presents the net change in Virginia Power’s assets and liabilities measured at fair value on a recurring basis and included in the Level 3 fair value category:

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2020		2019			2020			2019
(millions)
Beginning balance	$	123	$	77		$	(37	)	$	60
Total realized and unrealized gains (losses):
Included in earnings:
Electric fuel and other energy-related purchases		—		(5	)		(26	)		(12	)
Included in regulatory assets/liabilities		4		(76	)		164			(50	)
Settlements		—		5			26			3
Ending balance	$	127	$	1		$	127		$	1

There were no unrealized gains or losses included in earnings in the Level 3 fair value category relating to assets/liabilities still held at the reporting date for the three and nine months ended September 30, 2020 and 2019.

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:

	September 30, 2020				December 31, 2019
	Carrying Amount		Estimated Fair Value⁽¹⁾		Carrying Amount		Estimated Fair Value⁽¹⁾
(millions)
Dominion Energy
Long-term debt⁽²⁾⁽³⁾	$	37,045	$	43,872	$	32,055	$	36,155
Supplemental 364-Day credit facility borrowings		225		225		—		—
Junior subordinated notes⁽⁴⁾		3,410		3,589		4,797		4,953
Virginia Power
Long-term debt⁽⁴⁾	$	12,328	$	15,410	$	12,326	$	14,281

(1)

Fair value is estimated using market prices, where available, and interest rates currently available for issuance of debt with similar terms and remaining maturities. All fair value measurements are classified as Level 2. The carrying amount of debt issuances with short-term maturities and variable rates refinanced at current market rates is a reasonable estimate of their fair value.

(2)

Carrying amount includes current portions included in securities due within one year and amounts which represent the unamortized debt issuance costs, discount or premium and foreign currency remeasurement adjustments. At September 30, 2020 and December 31, 2019, includes the valuation of certain fair value hedges associated with fixed rate debt of $3 million and $4 million, respectively.

(3)	Includes amounts classified as held for sale, see Note 3.

(4)	Carrying amount includes current portions included in securities due within one year and amounts which represent the unamortized debt issuance costs, discount or premium.

Note 9. Derivatives and Hedge Accounting Activities

The Companies’ accounting policies, objectives and strategies for using derivative instruments are discussed in Note 2 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2019. See Note 8 in this report for further information about fair value measurements and associated valuation methods for derivatives.

Derivative assets and liabilities are presented gross on the Companies’ Consolidated Balance Sheets. Dominion Energy’s derivative contracts include both over-the-counter transactions and those that are executed on an exchange or other trading platform (exchange contracts) and centrally cleared. Virginia Power’s derivative contracts include over-the-counter transactions. Over-the-counter contracts are bilateral contracts that are transacted directly with a third party. Exchange contracts utilize a financial intermediary, exchange, or clearinghouse to enter, execute or clear the transactions. Certain over-the-counter and exchange contracts contain

contractual rights of setoff through master netting arrangements, derivative clearing agreements and contract default provisions. In addition, the contracts are subject to conditional rights of setoff through counterparty nonperformance, insolvency or other conditions.

In general, most over-the-counter transactions and all exchange contracts are subject to collateral requirements. Types of collateral for over-the-counter and exchange contracts include cash, letters of credit, and in some cases other forms of security, none of which are subject to restrictions. Cash collateral is used in the table below to offset derivative assets and liabilities. Certain accounts receivable and accounts payable recognized on the Companies’ Consolidated Balance Sheets, as well as letters of credit and other forms of security, all of which are not included in the tables below, are subject to offset under master netting or similar arrangements and would reduce the net exposure. See Note 18 for further information regarding credit-related contingent features for the Companies’ derivative instruments.

Dominion Energy

Balance Sheet Presentation

The tables below present Dominion Energy’s derivative asset and liability balances by type of financial instrument, if the gross amounts recognized in its Consolidated Balance Sheets were netted with derivative instruments and cash collateral received or paid:

	September 30, 2020								December 31, 2019
	Gross Amounts Not Offset in the Consolidated Balance Sheet								Gross Amounts Not Offset in the Consolidated Balance Sheet
	Gross Assets Presented in the Consolidated Balance Sheet⁽¹⁾		Financial Instruments		Cash Collateral Received		Net Amounts		Gross Assets Presented in the Consolidated Balance Sheet⁽¹⁾		Financial Instruments		Cash Collateral Received		Net Amounts
(millions)
Commodity contracts:
Over-the-counter	$	148	$	17	$	—	$	131	$	35	$	21	$	—	$	14
Exchange		36		31		—		5		37		21		—		16
Interest rate contracts:
Over-the-counter		60		9		—		51		11		3		—		8
Foreign currency contracts:
Over-the-counter		6		6		—		—		8		8		—		—
Total derivatives, subject to a master netting or similar arrangement	$	250	$	63	$	—	$	187	$	91	$	53	$	—	$	38

(1)	Excludes $2 million and $2 million of derivative assets at September 30, 2020 and December 31, 2019, respectively, which are not subject to master netting or similar arrangements.

	September 30, 2020								December 31, 2019
	Gross Amounts Not Offset in the Consolidated Balance Sheet								Gross Amounts Not Offset in the Consolidated Balance Sheet
	Gross Liabilities Presented in the Consolidated Balance Sheet⁽¹⁾		Financial Instruments		Cash Collateral Paid		Net Amounts		Gross Liabilities Presented in the Consolidated Balance Sheet⁽¹⁾		Financial Instruments		Cash Collateral Paid		Net Amounts
(millions)
Commodity contracts:
Over-the-counter	$	19	$	17	$	—	$	2	$	105	$	21	$	—	$	84
Exchange		31		31		—		—		21		21		—		—
Interest rate contracts:
Over-the-counter		721		11		20		690		606		8		35		563
Foreign currency contracts:
Over-the-counter		4		4		—		—		3		3		—		—
Total derivatives, subject to a master netting or similar arrangement	$	775	$	63	$	20	$	692	$	735	$	53	$	35	$	647

(1)	Excludes $1 million and $5 million of derivative liabilities at September 30, 2020 and December 31, 2019, respectively, which are not subject to master netting or similar arrangements.

Volumes

The following table presents the volume of Dominion Energy’s derivative activity at September 30, 2020. 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⁾		74		13
Basis		240		517
Electricity (MWh):
Fixed price		6,380,180		3,128,300
FTRs		73,133,287		—
Liquids (Gal)⁽²⁾		11,004,000		—
Interest rate⁽³⁾	$	1,600,000,000	$	6,916,692,492
Foreign currency⁽³⁾	€	250,000,000	€	-

(1)	Includes options.

(2)	Includes NGLs.

(3)	Maturity is determined based on final settlement period.

AOCI

The following table presents selected information related to gains (losses) on cash flow hedges included in AOCI in Dominion Energy’s Consolidated Balance Sheet at September 30, 2020:

	AOCI After-Tax			Amounts Expected to be Reclassified to Earnings During the Next 12 Months After-Tax			Maximum Term
(millions)
Commodities:
Gas	$	(2	)	$	(2	)	15 months
Electricity		2			2		3 months
Interest rate		(446	)		(44	)	399 months
Total	$	(446	)	$	(44	)

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

In connection with the agreement Dominion Energy entered in July 2020 for the disposition of substantially all of its gas transmission and storage operations, certain cash flow hedges of debt-related items became probable of not occurring. See Note 3 for further information.

Fair Value Hedges

For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in current earnings and presented in the same line item. There were no derivative instruments designated in fair value hedges during the three and nine months ended September 30, 2020. Gains and losses on derivatives in fair value hedge relationships were immaterial for the three and nine months ended September 30, 2019.

The following table presents the amounts recorded on the balance sheet related to cumulative basis adjustments for fair value hedges:

	Carrying Amount of the Hedged Asset (Liability)⁽¹⁾						Cumulative Amount of Fair Value Hedging Adjustments Included in the Carrying Amount of the Hedged Assets (Liabilities)⁽²⁾
	September 30, 2020			December 31, 2019			September 30, 2020			December 31, 2019
(millions)
Long-term debt	$	(1,153	)	$	(1,154	)	$	(3	)	$	(4	)

(1)	Includes $(1.1) billion and $(397) million related to discontinued hedging relationships at September 30, 2020 and December 31, 2019, respectively.

(2)	Includes $(3) million and $3 million of hedging adjustments on discontinued hedging relationships at September 30, 2020 and December 31, 2019, respectively.

Fair Value and Gains and Losses on Derivative Instruments

The following table presents the fair values of Dominion Energy’s derivatives and where they are presented in its Consolidated Balance Sheets:

	Fair Value – Derivatives under Hedge Accounting		Fair Value – Derivatives not under Hedge Accounting		Total Fair Value
(millions)
September 30, 2020
ASSETS
Current Assets
Commodity	$	—	$	80	$	80
Interest rate		—		12		12
Foreign currency				6		6
Total current derivative assets⁽¹⁾		—		98		98
Noncurrent Assets
Commodity		—		106		106
Interest rate		—		48		48
Total noncurrent derivative assets⁽²⁾		—		154		154
Total derivative assets	$	—	$	252	$	252
LIABILITIES
Current Liabilities
Commodity	$	—	$	41	$	41
Interest rate		—		194		194
Foreign currency		—		4		4
Total current derivative liabilities⁽³⁾		—		239		239
Noncurrent Liabilities
Commodity		—		10		10
Interest rate		482		45		527
Total noncurrent derivative liabilities		482		55		537
Total derivative liabilities	$	482	$	294	$	776
December 31, 2019
ASSETS
Current Assets
Commodity	$	30	$	37	$	67
Interest rate		1		—		1
Total current derivative assets⁽¹⁾		31		37		68
Noncurrent Assets
Commodity		1		6		7
Interest rate		10		—		10
Foreign currency		8		—		8
Total noncurrent derivative assets⁽²⁾		19		6		25
Total derivative assets	$	50	$	43	$	93
LIABILITIES
Current Liabilities
Commodity	$	6	$	77	$	83
Interest rate		321		1		322
Foreign currency		3		—		3
Total current derivative liabilities⁽³⁾		330		78		408
Noncurrent Liabilities
Commodity		1		47		48
Interest rate		267		17		284
Total noncurrent derivative liabilities⁽⁴⁾		268		64		332
Total derivative liabilities	$	598	$	142	$	740

(1)

Current derivative assets include $87 million and $61 million in other current assets in Dominion Energy’s Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019, respectively. The remainder is recorded in current assets held for sale in Dominion Energy’s Consolidated Balance Sheets.

(2)

Noncurrent derivative assets include $154 million and $16 million in other deferred charges and other assets in Dominion Energy’s Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019, respectively. The remainder is recorded in noncurrent assets held for sale in Dominion Energy’s Consolidated Balance Sheets.

(3)	Current derivative liabilities include $16 million and $14 million at September 30, 2020 and December 31, 2019, respectively, presented in held for sale in Dominion Energy’s Consolidated Balance Sheets.

(4)	Noncurrent derivative liabilities include $3 million at December 31, 2019 presented in held for sale in Dominion Energy’s Consolidated Balance Sheets.

The following tables present the gains and losses on Dominion Energy’s derivatives, as well as where the associated activity is presented in its 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⁾
(millions)
Three Months Ended September 30, 2020
Derivative type and location of gains (losses):
Commodity:
Operating revenue				$	8
Total commodity	$	—		$	8		$	—
Interest rate:
Interest and related charges				$	(23	)
Discontinued operations					(230	)
Total interest rate	$	8		$	(253	)	$	62
Foreign currency ⁽³⁾		6			(6	)		—
Total	$	14		$	(251	)	$	62
Three Months Ended September 30, 2019
Derivative type and location of gains (losses):
Commodity:
Operating revenue				$	34
Purchased gas					(2	)
Discontinued operations					1
Total commodity	$	(5	)	$	33		$	—
Interest rate:
Interest and related charges				$	(12	)
Discontinued operations					(2	)
Total interest rate	$	(124	)	$	(14	)	$	(190	)
Foreign currency ⁽³⁾		(15	)		(12	)		—
Total	$	(144	)	$	7		$	(190	)
Nine Months Ended September 30, 2020
Derivative type and location of gains (losses):
Commodity:
Operating revenue				$	22
Purchased gas					(3	)
Discontinued operations					2
Total commodity	$	—		$	21		$	—
Interest rate:
Interest and related charges				$	(66	)
Discontinued operations					(236	)
Total interest rate	$	(328	)	$	(302	)	$	(488	)
Foreign currency ⁽³⁾		(11	)		(6	)		—
Total	$	(339	)	$	(287	)	$	(488	)
Nine Months Ended September 30, 2019
Derivative type and location of gains (losses):
Commodity:
Operating revenue				$	123
Purchased gas					1
Discontinued operations					4
Total commodity	$	96		$	128		$	—
Interest rate:
Interest and related charges				$	(35	)
Discontinued operations					(2	)

Total interest rate	$	(350	)	$	(37	)	$	(405	)
Foreign currency ⁽³⁾		(24	)		(14	)		—
Total	$	(278	)	$	77		$	(405	)

(1)	Amounts deferred into AOCI have no associated effect in Dominion Energy’s Consolidated Statements of Income.

(2)	Represents net derivative activity deferred into and amortized out of regulatory assets/liabilities. Amounts deferred into regulatory assets/liabilities have no associated effect in Dominion Energy’s Consolidated Statements of Income.

(3)	Amounts recorded in Dominion Energy’s Consolidated Statements of Income are classified in discontinued operations.

Derivatives not designated as hedging instruments	Amount of Gain (Loss) Recognized in Income on Derivatives⁽¹⁾
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2020			2019			2020			2019
(millions)
Derivative type and location of gains (losses):
Commodity:
Operating revenue	$	(15	)	$	6		$	31		$	34
Purchased gas		4			(9	)		(6	)		(15	)
Electric fuel and other energy-related purchases		(6	)		(6	)		(79	)		(18	)
Discontinued operations		(1	)		—			4			—
Interest rate:
Interest and related charges		57			—			(21	)		—
Discontinued operations		5			—			(3	)		—
Foreign currency:
Discontinued operations		8			—			8			—
Total	$	52		$	(9	)	$	(66	)	$	1

(1)	Includes derivative activity amortized out of regulatory assets/liabilities. Amounts deferred into regulatory assets/liabilities have no associated effect in Dominion Energy’s Consolidated Statements of Income.

Virginia Power

Balance Sheet Presentation

The tables below present Virginia Power’s derivative asset and liability balances by type of financial instrument, if the gross amounts recognized in its Consolidated Balance Sheets were netted with derivative instruments and cash collateral received or paid:

	September 30, 2020								December 31, 2019
	Gross Amounts Not Offset in the Consolidated Balance Sheet								Gross Amounts Not Offset in the Consolidated Balance Sheet
	Gross Assets Presented in the Consolidated Balance Sheet⁽¹⁾		Financial Instruments		Cash Collateral Received		Net Amounts		Gross Assets Presented in the Consolidated Balance Sheet⁽¹⁾		Financial Instruments		Cash Collateral Received		Net Amounts
(millions)
Commodity contracts:
Over-the-counter	$	134	$	10	$	—	$	124	$	19	$	18	$	—	$	1
Interest rate contracts:
Over-the-counter		—		—		—		—		2		—		—		2
Total derivatives, subject to a master netting or similar arrangement	$	134	$	10	$	—	$	124	$	21	$	18	$	—	$	3

(1)	Excludes $11 million and $3 million of derivative assets at September 30, 2020 and December 31, 2019, respectively, which are not subject to master netting or similar arrangements.

	September 30, 2020								December 31, 2019
	Gross Amounts Not Offset in the Consolidated Balance Sheet								Gross Amounts Not Offset in the Consolidated Balance Sheet
	Gross Liabilities Presented in the Consolidated Balance Sheet⁽¹⁾		Financial Instruments		Cash Collateral Paid		Net Amounts		Gross Liabilities Presented in the Consolidated Balance Sheet⁽¹⁾		Financial Instruments		Cash Collateral Paid		Net Amounts
(millions)
Commodity contracts:
Over-the-counter	$	10	$	10	$	—	$	—	$	59	$	18	$	—	$	41
Interest rate contracts:
Over-the-counter		475		—		—		475		363		—		—		363
Total derivatives, subject to a master netting or similar arrangement	$	485	$	10	$	—	$	475	$	422	$	18	$	—	$	404

(1)	Excludes $6 million and $44 million of derivative liabilities at September 30, 2020 and December 31, 2019, respectively, which are not subject to master netting or similar arrangements.

Volumes

The following table presents the volume of Virginia Power’s derivative activity at September 30, 2020. 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⁾		38		—
Basis		140		498
Electricity (MWh):
FTRs		73,133,287		—
Interest rate⁽²⁾	$	—	$	2,050,000,000

(1)	Includes options.

(2)	Maturity is determined based on final settlement period.

AOCI

The following table presents selected information related to losses on cash flow hedges included in AOCI in Virginia Power’s Consolidated Balance Sheet at September 30, 2020:

	AOCI After-Tax			Amounts Expected to be Reclassified to Earnings During the Next 12 Months After-Tax			Maximum Term
(millions)
Interest rate	$	(72	)	$	(1	)	399 months
Total	$	(72	)	$	(1	)

The amounts that will be reclassified from AOCI to earnings will generally be offset by the recognition of the hedged transactions (e.g., interest payments) in earnings, thereby achieving the realization of interest rates 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 Virginia Power’s derivatives and where they are presented in its Consolidated Balance Sheets:

	Fair Value – Derivatives under Hedge Accounting		Fair Value – Derivatives not under Hedge Accounting		Total Fair Value
(millions)
September 30, 2020
ASSETS
Current Assets
Commodity	$	—	$	48	$	48
Total current derivative assets⁽¹⁾		—		48		48
Noncurrent Assets
Commodity		—		97		97
Total noncurrent derivative assets⁽²⁾		—		97		97
Total derivative assets	$	—	$	145	$	145
LIABILITIES
Current Liabilities
Commodity	$	—	$	15	$	15
Total current derivative liabilities		—		15		15
Noncurrent Liabilities
Commodity		—	1			1
Interest rate		475		—		475
Total noncurrent derivative liabilities⁽³⁾		475		1		476
Total derivative liabilities	$	475	$	16	$	491
December 31, 2019
ASSETS
Current Assets
Commodity	$	—	$	20	$	20
Total current derivative assets⁽¹⁾		—		20		20
Noncurrent Assets
Commodity		—		2		2
Interest rate		2		—		2
Total noncurrent derivative assets⁽²⁾		2		2		4
Total derivative assets	$	2	$	22	$	24
LIABILITIES
Current Liabilities
Commodity	$	—	$	58	$	58
Interest rate		185		—		185
Total current derivative liabilities		185		58		243
Noncurrent Liabilities
Commodity		—		45		45
Interest rate		178		—		178
Total noncurrent derivative liabilities⁽³⁾		178		45		223
Total derivative liabilities	$	363	$	103	$	466

(1)	Current derivative assets are presented in other current assets in Virginia Power’s Consolidated Balance Sheets.

(2)	Noncurrent derivative assets are presented in other deferred charges and other assets in Virginia Power’s Consolidated Balance Sheets.

(3)	Noncurrent derivative liabilities are presented in other deferred credits and other liabilities in Virginia Power’s Consolidated Balance Sheets.

The following tables present the gains and losses on Virginia Power’s derivatives, as well as where the associated activity is presented in its 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⁾
(millions)
Three Months Ended September 30, 2020
Derivative type and location of gains (losses):
Interest rate⁽³⁾	$	6		$	(1	)	$	60
Total	$	6		$	(1	)	$	60
Three Months Ended September 30, 2019
Derivative type and location of gains (losses):
Interest rate⁽³⁾	$	(21	)	$	—		$	(190	)
Total	$	(21	)	$	—		$	(190	)
Nine Months Ended September 30, 2020
Derivative type and location of gains (losses):
Interest rate⁽³⁾	$	(53	)	$	(2	)	$	(492	)
Total	$	(53	)	$	(2	)	$	(492	)
Nine Months Ended September 30, 2019
Derivative type and location of gains (losses):
Interest rate⁽³⁾	$	(45	)	$	(1	)	$	(408	)
Total	$	(45	)	$	(1	)	$	(408	)

(1)	Amounts deferred into AOCI have no associated effect in Virginia Power’s Consolidated Statements of Income.

(2)	Represents net derivative activity deferred into and amortized out of regulatory assets/liabilities. Amounts deferred into regulatory assets/liabilities have no associated effect in Virginia Power’s Consolidated Statements of Income.

(3)	Amounts recorded in Virginia Power’s Consolidated Statements of Income are classified in interest and related charges.

Derivatives not designated as hedging instruments	Amount of Gain (Loss) Recognized in Income on Derivatives⁽¹⁾
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2020			2019			2020			2019
(millions)
Derivative type and location of gains (losses):
Commodity⁽²⁾	$	(6	)	$	(6	)	$	(79	)	$	(18	)
Total	$	(6	)	$	(6	)	$	(79	)	$	(18	)

(1)	Includes derivative activity amortized out of regulatory assets/liabilities. Amounts deferred into regulatory assets/liabilities have no associated effect in Virginia Power’s Consolidated Statements of Income.

(2)	Amounts recorded in Virginia Power’s Consolidated Statements of Income are classified in electric fuel and other energy-related purchases.

Note 10. Investments

Dominion Energy

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 $132 million and $120 million at September 30, 2020 and December 31, 2019, respectively.

Decommissioning Trust Securities

Dominion Energy holds equity and fixed income securities, insurance contracts and cash equivalents in nuclear decommissioning trust funds to fund future decommissioning costs for its nuclear plants. Dominion Energy’s decommissioning trust funds are summarized below:

	Amortized Cost		Total Unrealized Gains		Total Unrealized Losses				Allowance for Credit Losses			Fair Value
(millions)
September 30, 2020
Equity securities:⁽¹⁾
U.S.	$	1,735	$	2,517	$	(73	)		$	—		$	4,179
Fixed income securities:⁽²⁾
Corporate debt instruments		569		49		(1	)			—			617
Government securities		1,128		64		(1	)			—			1,191
Common/collective trust funds		138		4		—				—			142
Insurance contracts		227		—		—				—			227
Cash equivalents and other⁽³⁾		1		1		(1	)			—			1
Total	$	3,798	$	2,635	$	(76	)	⁽⁴⁾	$	—	⁽⁵⁾	$	6,357
December 31, 2019
Equity securities:⁽¹⁾
U.S.	$	1,807	$	2,451	$	(20	)					$	4,238
Fixed income securities:⁽²⁾
Corporate debt instruments		434		29		—							463
Government securities		1,108		39		(2	)						1,145
Common/collective trust funds		115		4		—							119
Insurance contracts		214		—		—							214
Cash equivalents and other⁽³⁾		13		—		—							13
Total	$	3,691	$	2,523	$	(22	)	⁽⁴⁾				$	6,192

(1)	Unrealized gains and losses on equity securities are included in other income and the nuclear decommissioning trust regulatory liability.

(2)	Unrealized gains and losses on fixed income securities are included in AOCI and the nuclear decommissioning trust regulatory liability. Effective January 2020, changes in allowance for credit losses are included in other income.

(3)	Includes pending purchases of securities of $36 million and $1 million at September 30, 2020 and December 31, 2019, respectively.

(4)	The fair value of securities in an unrealized loss position was $523 million and $298 million at September 30, 2020 and December 31, 2019, respectively.

(5)

The allowance for credit losses associated with fixed income securities decreased from March 31, 2020 by $21 million. These recoveries are a result of improvements in credit spreads experienced in the market between March 31, 2020 and June 30, 2020. There were no further changes in the allowance for credit losses between June 30, 2020 and September 30, 2020.

The portion of unrealized gains and losses that relates to equity securities held within Dominion Energy’s nuclear decommissioning trusts is summarized below:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
(millions)
Net gains recognized during the period	$	308		$	40		$	20		$	610
Less: Net gains recognized during the period on securities sold during the period		(15	)		(17	)		(6	)		(61	)
Unrealized gains recognized during the period on securities still held at September 30, 2020 and 2019⁽¹⁾	$	293		$	23		$	14		$	549

(1)	Included in other income and the nuclear decommissioning trust regulatory liability.

The fair value of Dominion Energy’s fixed income securities with readily determinable fair values held in nuclear decommissioning trust funds at September 30, 2020 by contractual maturity is as follows:

	Amount
(millions)
Due in one year or less	$	194
Due after one year through five years		503
Due after five years through ten years		485
Due after ten years		768
Total	$	1,950

Presented below is selected information regarding Dominion Energy’s equity and fixed income securities with readily determinable fair values held in nuclear decommissioning trust funds.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
(millions)
Proceeds from sales	$	1,208	$	429	$	2,868	$	1,311
Realized gains⁽¹⁾		48		53		188		152
Realized losses⁽¹⁾		29		25		159		75

(1)	Includes realized gains and losses recorded to the nuclear decommissioning trust regulatory liability.

Virginia Power

Virginia Power holds equity and fixed income securities and cash equivalents in nuclear decommissioning trust funds to fund future decommissioning costs for its nuclear plants. Virginia Power’s decommissioning trust funds are summarized below:

	Amortized Cost		Total Unrealized Gains		Total Unrealized Losses				Allowance for Credit Losses			Fair Value
(millions)
September 30, 2020
Equity securities:⁽¹⁾
U.S.	$	919	$	1,161	$	(48	)		$	—		$	2,032
Fixed income securities:⁽²⁾
Corporate debt instruments		324		28		—				—			352
Government securities		463		23		(1	)			—			485
Common/collective trust funds		45		—		—				—			45
Cash equivalents and other⁽³⁾		19		—		—				—			19
Total	$	1,770	$	1,212	$	(49	)	⁽⁴⁾	$	—	⁽⁵⁾	$	2,933
December 31, 2019
Equity securities:⁽¹⁾
U.S.	$	894	$	1,144	$	(11	)					$	2,027
Fixed income securities:⁽²⁾
Corporate debt instruments		241		15		—							256
Government securities		534		14		(2	)						546
Common/collective trust funds		51		—		—							51
Cash equivalents and other		1		—		—							1
Total	$	1,721	$	1,173	$	(13	)	⁽⁴⁾				$	2,881

(1)	Unrealized gains and losses on equity securities are included in other income and the nuclear decommissioning trust regulatory liability.

(2)	Unrealized gains and losses on fixed income securities are included in AOCI and the nuclear decommissioning trust regulatory liability. Effective January 2020, changes in allowance for credit losses are included in other income.

(3)	Includes pending sales of securities of $5 million at September 30, 2020.

(4)	The fair value of securities in an unrealized loss position was $283 million and $185 million at September 30, 2020 and December 31, 2019, respectively.

(5)

The allowance for credit losses associated with fixed income securities decreased from March 31, 2020 by $12 million. These recoveries are a result of improvements in credit spreads experienced in the market between March 31, 2020 and June 30, 2020. There were no further changes in the allowance for credit losses between June 30, 2020 and September 30, 2020.

The portion of unrealized gains and losses that relates to equity securities held within Virginia Power’s nuclear decommissioning trusts is summarized below:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
(millions)
Net gains (losses) recognized during the period	$	138		$	30		$	(16	)	$	286
Less: Net gains recognized during the period on securities sold during the period		(6	)		(7	)		(3	)		(15	)
Unrealized gains (losses) recognized during the period on securities still held at September 30, 2020 and 2019⁽¹⁾	$	132		$	23		$	(19	)	$	271

(1)	Included in other income and the nuclear decommissioning trust regulatory liability.

The fair value of Virginia Power’s fixed income securities with readily determinable fair values held in nuclear decommissioning trust funds at September 30, 2020 by contractual maturity is as follows:

	Amount
(millions)
Due in one year or less	$	66
Due after one year through five years		234
Due after five years through ten years		268
Due after ten years		314
Total	$	882

Presented below is selected information regarding Virginia Power’s equity and fixed income securities with readily determinable fair values held in nuclear decommissioning trust funds.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
(millions)
Proceeds from sales	$	164	$	230	$	694	$	677
Realized gains⁽¹⁾		18		21		73		46
Realized losses⁽¹⁾		10		6		58		18

(1)	Includes realized gains and losses recorded to the nuclear decommissioning trust regulatory liability.

Equity Method Investments

Dominion Energy

Dominion Energy recorded equity earnings on its investments of less than $1 million and $5 million for the nine months ended September 30, 2020 and 2019, respectively, in other income in its Consolidated Statements of Income. In addition, Dominion Energy recorded equity earnings (losses) of $(2.3) billion and $84 million for the nine months ended September 30, 2020 and 2019, respectively, in discontinued operations related to its investment in Atlantic Coast Pipeline. Dominion Energy received distributions of $25 million and $28 million for the nine months ended September 30, 2020 and 2019, respectively. At September 30, 2020 and December 31, 2019, the net difference between the carrying amount of Dominion Energy’s investments and its share of underlying equity in net assets was $(19) million and $(35) million, respectively. At September 30, 2020, these differences are comprised of $27 million of equity method goodwill that is not being amortized and a net $(46) million basis difference primarily attributable to an unfunded commitment made to Align RNG. At December 31, 2019, these differences are comprised of $11 million of equity method goodwill that is not being amortized and a net $(46) million basis difference from Dominion Energy’s investments in Fowler Ridge, Atlantic Coast Pipeline and an unfunded commitment made to Align RNG.

Atlantic Coast Pipeline

In September 2014, Dominion Energy, along with Duke Energy and Southern, announced the formation of Atlantic Coast Pipeline for the purpose of constructing an approximately 600-mile natural gas pipeline running from West Virginia through Virginia to North Carolina. Subsidiaries and affiliates of Dominion Energy, Duke Energy and Southern had planned to be customers of the pipeline under 20-year contracts.

In March 2020, Dominion Energy completed the acquisition from Southern of its 5% membership interest in Atlantic Coast Pipeline and its 100% ownership interest in Pivotal LNG, Inc., for $184 million in aggregate, subject to certain purchase price adjustments. Pivotal LNG, Inc. includes a 50% noncontrolling interest in JAX LNG. Following completion of the acquisition, Dominion Energy owns a 53% noncontrolling membership interest in Atlantic Coast Pipeline with Duke Energy owning the remaining interest.

Atlantic Coast Pipeline continues to be reflected as an equity method investment as the power to direct the activities most significant to Atlantic Coast Pipeline is shared with Duke Energy. As a result, Dominion Energy has the ability to exercise significant influence, but not control, over the investee.

The Atlantic Coast Pipeline Project had been the subject of challenges in federal courts including, among others, challenges of the Atlantic Coast Pipeline Project’s biological opinion and incidental take statement, permits providing right of way crossings of certain federal lands, the Army Corps of Engineers 404 permit, the air permit for a compressor station at Buckingham, Virginia, and the FERC order approving the CPCN. Each of these challenges alleged non-compliance on the part of federal and state permitting authorities and adverse ecological consequences if the Atlantic Coast Pipeline Project was permitted to proceed. Since December 2018, notable developments in these challenges included a stay in December 2018 issued by the U.S. Court of Appeals for the Fourth Circuit and the same court’s July 2019 vacatur of the biological opinion and incidental take statement (which stay and subsequent vacatur halted most project construction activity), the U.S. Court of Appeals for the Fourth Circuit decisions vacating the permits to cross certain federal forests and the air permit for a compressor station at Buckingham, Virginia, the U.S. Court of Appeals for the Fourth Circuit’s remand to the Army Corps of Engineers of Atlantic Coast Pipeline’s Huntington District 404 verification and the U.S. Court of Appeals for the Fourth Circuit’s remand to the National Park Service of Atlantic Coast Pipeline’s Blue Ridge Parkway right-of-way. In June 2019, the Solicitor General of the U.S. and Atlantic Coast Pipeline filed petitions requesting that the Supreme Court of the U.S. hear the case regarding the Appalachian Trail crossing and in June 2020, the Supreme Court of the U.S. ruled in favor of the Atlantic Coast Pipeline, reversing the lower court’s decision and remanding the case back to the U.S. Court of Appeals for the Fourth Circuit.

The project also faced new and serious challenges from uncertainty related to NWP 12, specifically, from the decision of the U.S. District Court for the District of Montana in April 2020 vacating an NWP 12 issued by the Army Corps of Engineers, including among other things gas pipelines, followed by a U.S. Court of Appeals for the Ninth Circuit ruling in May 2020 denying a stay of that decision. In July 2020, the Supreme Court of the U.S. issued an order allowing other new oil and gas pipeline projects to use the NWP 12 process pending appeal to the U.S. Court of Appeals for the Ninth Circuit; however, that did not decrease the uncertainty associated with an eventual ruling. The Montana district court decision was viewed as likely to prompt similar challenges in other federal circuit courts related to permits issued under NWP 12, including for the Atlantic Coast Pipeline Project.

In July 2020, as a result of the continued permitting delays, growing legal uncertainties and the need to incur significant capital expenditures to maintain project timing before such uncertainties could be resolved, Dominion Energy and Duke Energy announced the cancellation of the Atlantic Coast Pipeline Project.

As a result of the determination of the probable abandonment of the Atlantic Coast Pipeline Project in June 2020, Dominion Energy recorded equity method earnings (losses) of $(61) million ($(45) million after-tax) and $(2.3) billion ($(1.8) billion after-tax) for the

three and nine months ended September 30, 2020 and $31 million ($31 million after-tax) and $84 million ($85 million after-tax) for the three and nine months ended September 30, 2019, respectively. In connection with Dominion Energy’s decision to sell substantially all of its gas transmission and storage operations, Dominion Energy has reflected the results of its equity method investment in Atlantic Coast Pipeline as discontinued operations in its Consolidated Statements of Income. At September 30, 2020, Dominion Energy has also recorded a liability of $1.1 billion within other current liabilities in its Consolidated Balance Sheet, 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 credit facility and AROs.

In October 2017, Dominion Energy entered into a guarantee agreement to support a portion of Atlantic Coast Pipeline’s obligation under a $3.4 billion revolving credit facility with a stated maturity date of October 2021. As of September 30, 2020, Atlantic Coast Pipeline had borrowed $1.8 billion against the revolving credit facility. In July 2020, the capacity of the revolving credit facility was reduced from $3.4 billion to $1.9 billion. Dominion Energy’s Consolidated Balance Sheets include a liability of $14 million associated with this guarantee agreement at December 31, 2019. The $1.1 billion liability at September 30, 2020 discussed above includes a $48 million adjustment related to this guarantee agreement that is reflected within equity as a cumulative effect of a change in accounting principle upon adoption of the new credit loss standard in January 2020.

Dominion Energy recorded contributions of $45 million and $47 million during the three months ended September 30, 2020 and 2019, respectively, and $74 million and $175 million during the nine months ended September 30, 2020 and 2019, respectively, to Atlantic Coast Pipeline. At September 30, 2020 and December 31, 2019, Dominion Energy had $15 million and $7 million, respectively, of contributions payable to Atlantic Coast Pipeline included within other current liabilities in its Consolidated Balance Sheets.

Dominion Energy expects to 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.

DETI provided services to Atlantic Coast Pipeline which totaled $7 million and $24 million for the three months ended September 30, 2020 and 2019, respectively, and $44 million and $81 million for the nine months ended September 30, 2020 and 2019, respectively, included in discontinued operations in Dominion Energy’s Consolidated Statements of Income. Amounts receivable related to these services were less than $1 million and $7 million at September 30, 2020 and December 31, 2019, respectively, composed entirely of accrued unbilled revenue, included in current assets held for sale in Dominion Energy’s Consolidated Balance Sheets.

Blue Racer

In the first quarter of 2019, Dominion Energy received $151 million of additional consideration, including applicable interest, in connection with the sale of Dominion Energy’s 50% limited partnership interest in Blue Racer in December 2018, as discussed in Note 9 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2019.

Fowler Ridge

In September 2020, Dominion Energy sold its 50% noncontrolling partnership interest in Fowler Ridge to BP and terminated an affiliate’s long-term power, capacity and renewable energy credit contract with Fowler Ridge for a net payment by Dominion Energy of $150 million. Dominion Energy recognized a loss of $221 million ($165 million after-tax) on the contract termination, included in impairment of assets and other charges in its Consolidated Statements of Income for the three and nine months ended September 30, 2020.

The $150 million payment was allocated between the contract termination and sale based on the relative fair value of each using an income approach. The fair value determinations for the payment allocations are considered Level 3 fair value measurements due to the use of significant judgmental and unobservable inputs, including the amount of future cash flows and discount rate reflecting risks inherent in the future cash flows and market prices.

Note 11. Property, Plant and Equipment

Acquisitions of Solar Projects

Other than the items discussed below, there have been no 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, 2019.

The following table presents acquisitions by Virginia Power of solar projects. Virginia Power expects to claim federal investment tax credits on the projects.

Date Agreement Entered

Date Agreement Closed

Project Location

Project Name

Project Cost (millions)⁽¹⁾

Date of Commercial Operations

MW Capacity

August 2018

May 2019

Virginia

Grasshopper

128

October 2020

June 2019

August 2019

Virginia

Belcher

160

Expected 2021

May 2020

Virginia

Pumpkinseed

130

Expected 2022

(1)	Includes acquisition cost.

The following table presents acquisitions by Dominion Energy of solar projects. Dominion Energy has claimed or expects to claim federal investment tax credits on the projects.

Date Agreement Entered

Date Agreement Closed

Project Location

Project Name

Project Cost (millions)⁽¹⁾

Date of Commercial Operations

MW Capacity

August 2019

Virginia

Myrtle

June 2020

May 2020

South Carolina

Blackville

Expected 2020

May 2020

South Carolina

Denmark

Expected 2020

May 2020

August 2020

South Carolina

Yemassee

Expected 2021

May 2020

October 2020

South Carolina

Trask

Expected 2021

June 2020

Ohio

Hardin I

255

Expected 2020

150

July 2020

Virginia

Madison

125

Expected 2022

August 2020

Expected 2022

Ohio

Hardin II

295

Expected 2023

150

(1)	Includes acquisition cost.

In addition to the facilities discussed above, Dominion Energy has also entered into various agreements to install solar facilities, primarily at schools in Virginia, with in-service dates in 2020 or 2021. Through October 2020, Dominion Energy anticipates a total projected cost of approximately $41 million under these agreements with an associated aggregate generation capacity of 20 MW. Dominion Energy has claimed or expects to claim federal investment tax credits on the projects.

Acquisition of Gathering and Processing Assets

In March 2020, Wexpro closed on an agreement with a natural gas gathering systems operator to purchase existing natural gas gathering systems including pipelines, compressors and dehydration equipment for total consideration of $38 million. These facilities gather natural gas in Colorado, Utah and Wyoming.

Non-Wholly-Owned Merchant Solar Facilities

In the third quarter of 2020, Dominion Energy performed a strategic review of its long-term intentions for its contracted merchant solar generation assets in partnerships outside of its core electric service territories in consideration of the impact of the VCEA and Dominion Energy’s decision to sell substantially all of its gas transmission and storage operations. Based on an evaluation of Dominion Energy’s interests in these long-lived assets for recoverability under a probability weighted approach, Dominion Energy determined the assets were impaired. As a result of this evaluation, Dominion Energy recorded a charge of $665 million ($293 million after-tax attributable to Dominion Energy and $267 million attributable to noncontrolling interest) in impairment of assets and other charges in its Consolidated Statements of Income for both the three and nine months ended September 30, 2020 to adjust the property, plant and equipment down to its estimated fair value of $1.4 billion. The fair value was estimated using an income approach. The valuation is considered a Level 3 fair value measurement 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 the future cash flows and market prices.

Note 12. Regulatory Assets and Liabilities

Regulatory assets and liabilities include the following:

	September 30, 2020		December 31, 2019
(millions)
Dominion Energy
Regulatory assets:
Deferred cost of fuel used in electric generation⁽¹⁾	$	—	$	48
Deferred project costs and DSM programs for gas utilities⁽²⁾		38		21
Unrecovered gas costs⁽³⁾		89		99
Deferred rate adjustment clause costs for Virginia electric utility⁽⁴⁾⁽⁵⁾		14		109
Deferred nuclear refueling outage costs⁽⁶⁾		57		68
NND Project costs⁽⁷⁾		138		138
PJM transmission rates⁽⁸⁾		95		121
Other		232		267
Regulatory assets-current		663		871
Pension and other postretirement benefit costs⁽⁹⁾		1,598		1,431
Deferred rate adjustment clause costs for Virginia electric utility^{(4)(5)(10)(11)}		390		235
PJM transmission rates⁽⁸⁾		46		85
Deferred project costs for gas utilities⁽²⁾		588		521
Interest rate hedges⁽¹²⁾		1,207		709
AROs and related funding⁽¹³⁾		311		311
Cost of reacquired debt⁽¹⁴⁾		248		262
NND Project costs⁽⁷⁾		2,399		2,503
Ash pond and landfill closure costs⁽¹⁵⁾		2,160		1,016
Other		502		579
Regulatory assets-noncurrent		9,449		7,652
Total regulatory assets	$	10,112	$	8,523
Regulatory liabilities:
Deferred cost of fuel used in electric generation⁽¹⁾	$	82	$	—
Provision for future cost of removal and AROs⁽¹⁶⁾		124		124
Reserve for refunds and rate credits to electric utility customers⁽¹⁷⁾		133		143
Cost-of-service impact of 2017 Tax Reform Act⁽¹⁸⁾		23		4
Income taxes refundable through future rates⁽¹⁹⁾		135		71
Monetization of guarantee settlement⁽²⁰⁾		67		67
Other		152		46
Regulatory liabilities-current		716		455
Income taxes refundable through future rates⁽¹⁹⁾		4,378		4,529
Provision for future cost of removal and AROs⁽¹⁶⁾		2,183		2,208
Nuclear decommissioning trust⁽²¹⁾		1,496		1,471
Monetization of guarantee settlement⁽²⁰⁾		920		970
Reserve for refunds and rate credits to electric utility customers⁽¹⁷⁾		570		656
Reserve for future credits to Virginia electric customers⁽²²⁾		200		—
Overrecovered other postretirement benefit costs⁽²³⁾		74		54
Other		349		316
Regulatory liabilities-noncurrent		10,170		10,204
Total regulatory liabilities	$	10,886	$	10,659

(1)	Reflects deferred fuel expenses for the Virginia, North Carolina and South Carolina jurisdictions of Dominion Energy’s electric generation operations.

(2)	Primarily reflects amounts expected to be collected from or owed to gas customers in Dominion Energy’s service territories associated with current and prospective rider projects, including CEP, PIR and pipeline integrity management. See Note 13 for more information.

(3)	Reflects unrecovered or overrecovered gas costs at regulated gas operations, which are recovered or refunded through filings with the applicable regulatory authority.

(4)	Reflects deferrals under Virginia Power’s electric transmission FERC formula rate and the deferral of costs associated with certain current and prospective rider projects, net of excess deferred income taxes from the 2017 Tax Reform Act for Virginia Power. See Note 13 for more information.

(5)

As a result of actions from the Virginia Commission in the first quarter of 2019 regarding the ratemaking treatment of excess deferred taxes from the adoption of the 2017 Tax Reform Act for all existing rate adjustment clauses, Virginia Power recorded a $29 million ($22 million after-tax) charge in operating revenue in the Consolidated Statements of Income for amounts which are probable of being returned to customers.

(6)	Legislation enacted in Virginia in April 2014 requires Virginia Power to defer operation and maintenance costs incurred in connection with the refueling of any nuclear-powered generating plant. These deferred costs will be amortized over the refueling cycle, not to exceed 18 months.

(7)

Reflects expenditures by DESC associated with the NND Project, which pursuant to the SCANA Merger Approval Order, will be recovered from DESC electric service customers over a 20-year period ending in 2039. See Note 3 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2019 for more information.

(8)	Reflects amounts to be recovered through retail rates in Virginia for payments Virginia Power will make to PJM over a ten-year period ending 2028 under the terms of a FERC settlement agreement in May 2018 resolving a PJM cost allocation matter.

(9)	Represents unrecognized pension and other postretirement employee benefit costs expected to be recovered or refunded through future rates generally over the expected remaining service period of plan participants by certain of Dominion Energy's rate-regulated subsidiaries.

(10)	During the first quarter of 2019, Virginia Power recorded a charge of $17 million ($13 million after-tax) in impairment of assets and other charges to write-off the balance of a regulatory asset for which it is no longer seeking recovery.

(11)	During the second quarter of 2020, Virginia Power recorded a charge of $16 million ($15 million after-tax) in impairment of assets and other charges to write off the balance of a regulatory asset for which it is no longer seeking recovery.

(12)

Reflects interest rate hedges recoverable from or refundable to customers. Certain of these instruments are settled and any related payments are being amortized into interest expense over the life of the related debt, which has a weighted-average useful life of approximately 27 years as of September 30, 2020.

(13)

Represents deferred depreciation and accretion expense related to legal obligations associated with the future retirement of generation, transmission and distribution properties. The AROs primarily relate to DESC’s electric generating facilities, including Summer, and are expected to be recovered over the related property lives and periods of decommissioning which may range up to approximately 105 years.

(14) Costs of the reacquisition of debt are deferred and amortized as interest expense over the would-be remaining life of the reacquired debt. The reacquired debt costs had a weighted-average life of approximately 26 years as of September 30, 2020.

(15)

Primarily reflects legislation enacted in Virginia in March 2019 which requires any CCR unit located at certain Virginia Power stations to be closed by removing the CCRs to an approved landfill or through recycling for beneficial reuse. Subject to approval by the Virginia Commission, amounts are expected to be collected over a period between 15 and 18 years commencing no earlier than 2021. Virginia Power is entitled to collect carrying costs once expenditures have been made. See Note 23 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2019 for additional information. As a result of the March 2020 planned early retirement of certain facilities, amounts recoverable through riders were reclassified from property, plant and equipment.

(16)	Rates charged to customers by Dominion Energy’s regulated businesses include a provision for the cost of future activities to remove assets that are expected to be incurred at the time of retirement.

(17)

Reflects amounts previously collected from retail electric customers of DESC for the NND Project to be credited over an estimated 11-year period effective February 2019, in connection with the SCANA Merger Approval Order. See Notes 3 and 13 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2019 for more information.

(18)

Balance refundable to customers related to the decrease in revenue requirements for recovery of income taxes at the Companies’ regulated electric generation and electric and natural gas distribution operations. See Notes 3 and 13 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2019 for more information.

(19)

Amounts recorded to pass the effect of reduced income taxes from the 2017 Tax Reform Act to customers in future periods, which will primarily reverse at the weighted average tax rate that was used to build the reserves over the remaining book life of the property, net of amounts to be recovered through future rates to pay income taxes that become payable when rate revenue is provided to recover AFUDC equity.

(20)

Reflects amounts to be refunded to DESC electric service customers over a 20-year period ending in 2039 associated with the monetization of a bankruptcy settlement agreement. See Note 3 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2019 for more information.

(21)

Primarily reflects a regulatory liability representing amounts collected from Virginia jurisdictional customers and placed in external trusts (including income, losses and changes in fair value thereon, as applicable) for the future decommissioning of Dominion Energy’s utility nuclear generation stations, in excess of the related AROs.

(22)

Represents a reserve for benefits expected to be provided to retail electric customers in Virginia in connection with the quadrennial review of Virginia Power’s base rates scheduled to occur in 2021. During the third quarter of 2020, Virginia Power recorded a reserve of $200 million reflected in impairment of assets and other charges in its Consolidated Statements of Income for benefits expected to be provided through the use of a customer credit reinvestment offset in accordance with the GTSA. See Note 13 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2019 for additional information.

(23)	Reflects a regulatory liability for the collection of postretirement benefit costs allowed in rates in excess of expense incurred.

	September 30, 2020		December 31, 2019
(millions)
Virginia Power
Regulatory assets:
Deferred cost of fuel used in electric generation⁽¹⁾	$	—	$	48
Deferred rate adjustment clause costs⁽²⁾⁽³⁾		14		109
Deferred nuclear refueling outage costs⁽⁴⁾		57		68
PJM transmission rates⁽⁵⁾		95		121
Other		52		87
Regulatory assets-current		218		433
Deferred rate adjustment clause costs^(2)(3)(6)(7)		390		235
PJM transmission rates⁽⁵⁾		46		85
Interest rate hedges⁽⁸⁾		895		404
Ash pond and landfill closure costs⁽⁹⁾		2,160		1,016
Other		119		123
Regulatory assets-noncurrent		3,610		1,863
Total regulatory assets	$	3,828	$	2,296
Regulatory liabilities:
Deferred cost of fuel used in electric generation⁽¹⁾	$	82	$	—
Provision for future cost of removal⁽¹⁰⁾		103		103
Income taxes refundable through future rates⁽¹¹⁾		54		54
Other		73		10
Regulatory liabilities-current		312		167
Income taxes refundable through future rates⁽¹¹⁾		2,406		2,438
Nuclear decommissioning trust⁽¹²⁾		1,496		1,471
Provision for future cost of removal⁽¹⁰⁾		1,014		1,054
Reserve for future credits to Virginia electric customers⁽¹³⁾		200		—
Deferred cost of fuel used in electric generation⁽¹⁾		42		30
Other		166		81
Regulatory liabilities-noncurrent		5,324		5,074
Total regulatory liabilities	$	5,636	$	5,241

(1)	Reflects deferred fuel expenses for the Virginia and North Carolina jurisdictions of Virginia Power’s generation operations.

(2)	Reflects deferrals under Virginia Power’s electric transmission FERC formula rate and the deferral of costs associated with certain current and prospective rider projects, net of excess deferred income taxes from the 2017 Tax Reform Act for Virginia Power. See Note 13 for more information.

(3)

(4)	Legislation enacted in Virginia in April 2014 requires Virginia Power to defer operation and maintenance costs incurred in connection with the refueling of any nuclear-powered generating plant. These deferred costs will be amortized over the refueling cycle, not to exceed 18 months.

(5)	Reflects amounts to be recovered through retail rates in Virginia for payments Virginia Power will make to PJM over a ten-year period ending 2028 under the terms of a FERC settlement agreement in May 2018 resolving a PJM cost allocation matter.

(6)	During the first quarter of 2019, Virginia Power recorded a charge of $17 million ($13 million after-tax) in impairment of assets and other charges to write-off the balance of a regulatory asset for which it is no longer seeking recovery.

(7)	During the second quarter of 2020, Virginia Power recorded a charge of $16 million ($15 million after-tax) in impairment of assets and other charges to write off the balance of a regulatory asset for which it is no longer seeking recovery.

(8)

(9)

Primarily reflects legislation enacted in Virginia in March 2019 which requires any CCR unit located at certain Virginia Power stations to be closed by removing the CCR to an approved landfill or through recycling for beneficial reuse. Subject to approval by the Virginia Commission, amounts are expected to be collected over a period between 15 and 18 years commencing no earlier than 2021. Virginia Power is entitled to collect carrying costs once expenditures have been made. See Note 23 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2019 for additional information. As a result of the March 2020 planned early retirement of certain facilities, amounts recoverable through riders were reclassified from property, plant and equipment.

(10)	Rates charged to customers by Virginia Power's regulated businesses include a provision for the cost of future activities to remove assets that are expected to be incurred at the time of retirement.

(11)

Amounts recorded to pass the effect of reduced income taxes from the 2017 Tax Reform Act to customers in future periods, which will reverse at the weighted average tax rate that was used to build the reserves over the remaining book life of the property, net of amounts to be recovered through future rates to pay income taxes that become payable when rate revenue is provided to recover AFUDC equity.

(12) Primarily reflects a regulatory liability representing amounts collected from Virginia jurisdictional customers and placed in external trusts (including income, losses and changes in fair value thereon) for the future decommissioning of Virginia Power’s utility nuclear generation stations, in excess of the related AROs.

(13) Represents a reserve for benefits expected to be provided to retail electric customers in Virginia in connection with the quadrennial review of Virginia Power’s base rates scheduled to occur in 2021. During the third quarter of 2020, Virginia Power recorded a reserve of $200 million reflected in impairment of assets and other charges in its Consolidated Statements of Income for benefits expected to be provided through the use of a customer credit reinvestment offset in accordance with the GTSA. See Note 13 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2019 for additional information.

At September 30, 2020, Dominion Energy and Virginia Power regulatory assets include $4.6 billion and $3.3 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.

FERC – Gas

DETI

In July 2017, FERC audit staff communicated to DETI that it had substantially completed an audit of DETI’s compliance with the accounting and reporting requirements of FERC’s Uniform System of Accounts and provided a description of matters and preliminary recommendations. In November 2017, the FERC audit staff issued its audit report which could have the potential to result in adjustments which could have been material to Dominion Energy’s results of operations. In December 2017, DETI provided its response to the audit report. DETI reached resolution of certain matters with FERC in the fourth quarter of 2018. In November 2020, Dominion Energy completed the sale of DETI as part of the GT&S Transaction.

2017 Tax Reform Act

Other than the items discussed below, which are pending or have been resolved during the period, there have been no changes to the 2017 Tax Reform Act matters discussed in Note 13 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2019.

In March 2019, Questar Gas filed with the Utah and Wyoming Commissions as to the impact of excess deferred income taxes resulting from the 2017 Tax Reform Act. Questar Gas proposed to return the 2018 amortization of excess deferred income taxes to customers and to incorporate the remaining excess deferred income tax impact in its next general rate cases in each jurisdiction. In March 2020, the Utah Commission issued an order approving Questar Gas’ proposal to refund the January 2019 through February 2020 amortization of excess deferred income taxes over 12 months beginning in June 2020. In April 2020, at the request of the Wyoming Commission, this matter was considered in conjunction with the base rate case that was filed in November 2019. In June 2020, the Wyoming Commission approved a proposal to share the benefits of deferred income taxes for the period January 2018 through August 2020 with customers over a one-year period beginning in September 2020. In addition, new base rates that went into effect in September 2020 include the prospective impacts of sharing excess deferred income taxes with customers.

In October 2018, the Ohio Commission issued an order requiring rate-regulated utilities to file an application reflecting the impact of the 2017 Tax Reform Act on current rates by January 1, 2019. In December 2018, East Ohio filed its application proposing an approach to establishing rates and charges by and through which to return tax reform benefits to its customers. In December 2019, the Ohio Commission issued an order approving customer credits of approximately $600 million that will be shared with customers primarily over the remaining book life of the property to which the excess deferred income taxes relate. In addition, East Ohio will reduce rates approximately $19 million per year to account for the 2017 Tax Reform Act’s impact on its equity return component of rates charged to customers. A tax savings credit, which passes through the reduction in the federal income tax rate under the 2017 Tax Reform Act to customers in accordance with the settlement agreement approved by the Ohio Commission, became effective with the first billing cycle in April 2020.

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, 2019.

Virginia Regulation

Virginia 2020 Legislation

In April 2020, the Governor of Virginia signed into law the VCEA, which along with related legislation forms a comprehensive framework affecting Virginia Power’s operations. The VCEA replaces Virginia’s voluntary renewable energy portfolio standard for Virginia Power with a mandatory program setting annual renewable energy portfolio standard requirements based on the percentage of total electric energy sold by Virginia Power, excluding existing nuclear generation and certain new carbon-free resources, reaching 100% by the end of 2045. The VCEA includes related requirements concerning deployment of wind, solar and energy storage resources, as well as provides for certain measures to increase net-metering, including an allocation for low-income customers, incentivizes energy efficiency programs and directs Virginia to participate in a carbon trading program. While the legislation affects several portions of Virginia Power’s operations, key provisions of the GTSA remain in effect, including the triennial review structure and timing, the use of the customer credit reinvestment offset and the $50 million cap on revenue reductions in the first triennial review proceeding. Key provisions of the VCEA and related legislation passed include the following:

Fossil Fuel Electric Generation: The legislation mandates Chesterfield Power Station Units 5 & 6 and Yorktown Power Station Unit 3 to be retired by the end of 2024, Altavista, Southampton and Hopewell to be retired by the end of 2028 and Virginia Power’s remaining fossil fuel units to be retired by the end of 2045, unless the retirement of such generating units will compromise grid reliability or security. The legislation also imposes a temporary moratorium on CPCNs for fossil fuel generation, unless the resources are needed for grid reliability. In addition, the Virginia Commission shall determine the amortization period for recovery of any appropriate costs due to the early retirement of any electric generation facilities, which could result in the reversal of previous retirement costs deemed recovered during the review period ending 2020. As discussed in Note 2, Virginia Power had recorded charges for early retirement of certain coal- and -oil fired generating units in the first quarters of 2020 and 2019. Virginia Power also revised the depreciable lives of Altavista, Southampton and Hopewell for the mandated retirement to the end of 2028, which will not have a material impact to Virginia Power’s results of operations or cash flows given the existing regulatory framework.

Renewable Generation: The legislation provides a detailed renewable energy portfolio standard to achieve 100% zero-carbon generation by the end of 2045, excluding existing nuclear generation and certain new carbon-free resources. Components include requirements to petition the Virginia Commission for approval to construct or acquire new generating capacity to reach 16.1 GW of installed solar and onshore wind by the end of 2035, which includes specific requirements for utility-scale solar of 3.0 GW by the end of 2024, up to 15.0 GW by the end of 2035 and 1.1 GW of small-scale solar by the end of 2035. The legislation deems 2,700 MW of energy storage, including up to 800 MW for any one project which may include a pumped storage facility, by the end of 2035 to be in the public interest. The legislation also deems the construction or purchase of an offshore wind facility constructed off the Virginia coast with a capacity of up to 5,200 MW before 2035 to be in the public interest and provides certain presumptions facilitating cost recovery. The costs of such a facility constructed by the utility with a capacity between 2,500 and 3,000 MW will be presumed reasonably and prudently incurred if the Virginia Commission finds that the project meets competitive procurement requirements, the projected cost of the facility does not exceed a specified industry benchmark and the utility commences construction by the end of 2023 or has a plan for the facility to be in service by the end of 2027. Projects to meet these requirements are subject to approval by the Virginia Commission.

Energy Efficiency: The legislation includes an energy efficiency target of 5% energy savings, as measured from a 2019 baseline, through verifiable energy efficiency programs by the end of 2025 with future targets to be set by the Virginia Commission. Virginia Power has the opportunity to offset the lost revenues with margins on program spend if certain targets are achieved and can also seek recovery of the lost revenues associated with energy efficiency programs if such reductions

are found to have caused Virginia Power to earn more than 50 basis points below a fair rate of return on its rates for generation and distribution services.

Carbon trading program: The legislation directs Virginia Power to participate in a market-based carbon trading program consistent with RGGI through 2050. All costs of the carbon trading program are recoverable through an environmental rider.

Low-income customers: The legislation includes the establishment of a percentage of income payment program to be administered by the Virginia Department of Housing and Community Development and the Virginia Department of Social Services. To fund the program, Virginia Power will remit amounts collected from customers under a universal service fee established and set by the Virginia Commission. As such, this program will not affect Virginia Power’s results of operations, financial position or cash flows.

Virginia Power expects to incur significant costs, including capital expenditures, to comply with the legislative requirements discussed above. The legislation allows for cost recovery under the existing or modified regulatory framework through rate adjustment clauses, rates for generation and distribution services or Virginia Power’s fuel factor, as approved by the Virginia Commission. Costs allocated to the North Carolina jurisdiction will be recovered, subject to approval by the North Carolina Commission, in accordance with the existing regulatory framework.

In May 2020 and July 2020, Virginia Power entered into and closed on separate agreements to acquire Grassfield Solar, Norge Solar and Sycamore Solar. The projects are expected to cost approximately $170 million in aggregate once constructed, including the initial acquisition cost. The facilities are expected to generate 82 MW combined and be placed into service by the end of 2022. In October 2020, Virginia Power filed an application with the Virginia Commission for CPCNs to construct and operate these projects. Virginia Power also applied for approval of Rider CE associated with the projects with a proposed $11 million revenue requirement for the rate year beginning June 1, 2021. This matter is pending.

Grid Transformation and Security Act of 2018

In July 2018, Virginia Power filed a petition with the Virginia Commission for approval of the first three years of its ten-year plan for electric distribution grid transformation projects as authorized by the GTSA. During the first three years of the plan, Virginia Power proposed to focus on the following seven foundational components of the overall grid transformation plan: (i) smart meters; (ii) customer information platform; (iii) reliability and resilience; (iv) telecommunications infrastructure; (v) cyber and physical security; (vi) predictive analytics; and (vii) emerging technology. The total estimated capital investment during 2019-2021 was $816 million and the proposed operations and maintenance expenses were $102 million. In January 2019, the Virginia Commission issued its final order approving capital spending for the first three years of the plan totaling $68 million on cyber and physical security and related telecommunications infrastructure (Phase IA). The Virginia Commission declined to approve the remainder of the proposed components for the first three years of the plan, the proposed spending for which was not found reasonable and prudent based on the record in the proceeding.

In September 2019, Virginia Power filed a revised plan which includes six components: (i) smart meters; (ii) customer information platform; (iii) grid improvement projects; (iv) telecommunications infrastructure; (v) cyber security; and (vi) a smart charging electric vehicle infrastructure pilot program (Phase IB). For Phase IB, the total proposed capital investment during 2019 – 2021 was $503 million and the proposed operations and maintenance investment was $78 million. In March 2020, the Virginia Commission issued an order approving $212 million of costs related to a new customer information platform, targeted grid hardening and corridor improvements, an electric vehicle Smart Charging Infrastructure Pilot Program, cyber security, stakeholder engagement and customer education and denied the costs associated with AMI, self-healing grid and certain other grid hardening projects alleging that Virginia Power did not prove the reasonableness and prudency of these costs. In April 2020, Virginia Power filed a petition for reconsideration of the Virginia Commission’s order and requested clarification of certain matters, including the Smart Charging Infrastructure Pilot Program. Additionally, Virginia Power requested clarification of certain matters relating to an AMI time-of-use rate and the smart charging electric vehicle infrastructure pilot program. Subsequently, in April 2020, the Virginia Commission denied in full Virginia Power’s petition for reconsideration; however, it stated that its March 2020 order contained all necessary approvals for the smart charging electric vehicle infrastructure pilot program. Virginia Power intends to file a revised plan that will address the elements needed for a comprehensive plan, as outlined by the Virginia Commission in its order.

Solar Facility Projects

In July 2019, Virginia Power filed an application with the Virginia Commission for a CPCN to construct Sadler Solar, which is estimated to cost approximately $146 million, excluding financing costs. Sadler Solar is expected to commence commercial operations, subject to regulatory approvals associated with the project, in the first quarter of 2021. Virginia Power also applied for approval of Rider US-4 associated with this project with a proposed $9 million total revenue requirement for the rate year beginning June 1, 2020. In January 2020, the Virginia Commission issued a final order granting the CPCN to construct Sadler Solar, subject to a

20 year performance guarantee of the facility at a 22% solar capacity factor when normalized for force majeure events. In March 2020, the Virginia Commission approved a $7 million total annual revenue requirement.

Virginia Fuel Expenses

In February 2020, Virginia Power filed its annual fuel factor with the Virginia Commission to recover an estimated $1.2 billion in Virginia jurisdictional projected fuel expenses for the rate year beginning July 1, 2020 and a projected over-recovery of approximately $81 million for the prior year balance as of June 30, 2020. Virginia Power requested that the new fuel factor rate be implemented on an interim basis two months early, beginning on May 1, 2020. In March 2020, the Virginia Commission approved the interim rates. Virginia Power’s proposed fuel rate represents a fuel revenue decrease of approximately $393 million when applied to projected kilowatt-hour sales for the rate year beginning May 1, 2020. In June 2020, the Virginia Commission approved a revised fuel rate based on an updated projected over-recovery of $103 million for the prior year balance as of June 30, 2020.

Rate Adjustment Clauses

Below is a discussion of significant riders associated with various Virginia Power projects:

•

The Virginia Commission previously approved Rider T1 concerning transmission rates. In May 2020, Virginia Power proposed a $1.0 billion total revenue requirement consisting of $474 million for the transmission component of Virginia Power’s base rates and $529 million for Rider T1 for the rate year beginning September 1, 2020. This total revenue requirement represents a $73 million increase versus the revenues to be produced during the rate year under current rates. In July 2020, the Virginia Commission approved the filing.

•

The Virginia Commission previously approved Riders C1A, C2A and C3A in connection with cost recovery for DSM programs. In December 2019, Virginia Power filed a petition to approve an additional 10 new energy efficiency programs and one new demand response DSM program for five years, subject to future extension, with a $186 million cost cap, and proposed a total $60 million revenue requirement for the rate year beginning September 1, 2020. This total revenue requirement represents an $11 million increase over the previous year. In July 2020, the Virginia Commission approved the filing.

•

The Virginia Commission previously approved Rider U in conjunction with cost recovery to move certain electric distribution facilities underground as authorized by Virginia legislation. In June 2020, Virginia Power proposed an $80 million total revenue requirement consisting of $44 million for previously approved phases and $36 million for phase five costs for Rider U for the rate year beginning April 1, 2021. This total revenue requirement represents a $28 million increase over the previous year. This matter is pending.

Additional significant riders associated with various Virginia Power projects are as follows:

Rider Name

Application Date

Approval Date

Rate Year

Beginning

Total Revenue

Requirement

(millions)

Increase (Decrease)

Over Previous Year

(millions)

Rider US-3

July 2019

March 2020

June 2020

Rider BW

October 2019

June 2020

September 2020

(20

)

Rider US-2

October 2019

July 2020

September 2020

)

Rider E

January 2020

September 2020

November 2020

(19

)

Rider B

June 2020

Pending

April 2021

)

Rider GV

June 2020

Pending

April 2021

154

Rider R

June 2020

Pending

April 2021

Rider S

June 2020

Pending

April 2021

194

)

Rider W

June 2020

Pending

April 2021

120

Rider US-3

July 2020

Pending

June 2021

Rider US-4

July 2020

Pending

June 2021

Rider BW

October 2020

Pending

September 2021

113

Rider US-2

October 2020

Pending

September 2021

Electric Transmission Projects

In December 2019, Virginia Power filed an application with the Virginia Commission for a CPCN to construct a new Evergreen Mills switching station and add approximately one mile of overhead 230 kV double circuit transmission lines from both the existing Brambleton-Yardley Ridge line and Brambleton-Poland Road line in Loudoun County, Virginia, estimated to cost approximately $30 million. In May 2020, the Virginia Commission issued an order approving in part and denying in part the petition. The Virginia Commission approved Virginia Power’s request to construct the new Evergreen Mills switching station and the new 230 kV double circuit transmission line from the existing Brambleton-Yardley Ridge line with a total estimated cost of $25 million.

Additional Virginia Power electric transmission projects applied for and/or approved are as follows:

Description and Location

of Project

Application

Date

Approval

Date

Type of

Line

Miles of

Lines

Cost Estimate

(millions)

Rebuild and operate five segments between the Loudoun and Ox substations

August 2019

June 2020

230 kV

Build new Lockridge substation and line loop in Loudoun County, Virginia

December 2019

October 2020

230 kV

Rebuild and operate two lines in Chesterfield County, Virginia

January 2020

June 2020

230 kV

Bristers-Ladysmith Rebuild Project in the counties of Fauquier, Stafford, Spotsylvania, and Caroline, Virginia

May 2020

Pending

500 kV

110

Relocate and replace a transmission line underground between the Tysons substation and the future Spring Hill substation

September 2020

Pending

230 kV

Rebuild and install new line in the Counties of New Kent, King William, King and Queen, Essex and Richmond, Virginia

October 2020

Pending

230 kV

100

North Carolina Regulation

North Carolina Base Rate Case

In March 2019, Virginia Power filed its base rate case and schedules with the North Carolina Commission. Virginia Power proposed a non-fuel, base rate increase of $27 million effective November 1, 2019 on an interim basis subject to refund, with any permanent rates ordered by the North Carolina Commission effective January 1, 2020. 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 7.52% based upon a fully-adjusted test period, compared to its authorized 9.90% return, and proposed a 10.75% ROE. In September 2019, Virginia Power revised its filing to reduce the non-fuel base rate increase to $24 million. In January 2020, the North Carolina Commission approved a 9.75% ROE and disallowed certain costs associated with coal ash remediation at Chesterfield power station. In February 2020, the North Carolina Commission issued its final order relating to base rates. In July 2020, Virginia Power filed a notice of appeal and exceptions to the Supreme Court of North Carolina, arguing that the North Carolina Commission committed reversible error on certain issues relating to the ratemaking treatment of certain coal ash remediation costs. This matter is pending.

North Carolina Fuel Filing

In August 2020, Virginia Power submitted its annual filing to the North Carolina Commission to adjust the fuel component of its electric rates. Virginia Power proposed a total $15 million decrease to the fuel component of its electric rates for the rate year beginning February 1, 2021. This matter is pending.

Pipeline Integrity and Safety Program

The North Carolina Commission has authorized PSNC to use a tracker mechanism to recover the incurred capital investment and associated costs of complying with federal standards for pipeline integrity and safety requirements that are not in current base rates. In February 2020, the North Carolina Commission approved PSNC’s request to increase the integrity management annual revenue requirement to $28 million, an increase of $7 million over its previous filing, effective March 2020.

South Carolina Regulation

South Carolina Electric Base Rate Case

In August 2020, DESC filed its retail electric base rate case and schedules with the South Carolina Commission. DESC proposed a non-fuel, base rate increase of $178 million, or 7.75%, effective on or after the first billing cycle of March 2021. 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 5.90% based upon a fully-adjusted test period. The proposed rates would provide for an earned ROE equal to the current authorized earned ROE of 10.25%. This matter is pending.

DSM Programs

DESC has approval for a DSM rider through which it recovers expenditures related to its DSM programs. In January 2020, DESC filed an application with the South Carolina Commission seeking approval to recover $40 million of costs and net lost revenues associated with these programs, along with an incentive to invest in such programs. In April 2020, the South Carolina Commission approved the filing.

Cost of Fuel

In February 2020, DESC filed a proposal with the South Carolina Commission to decrease the total fuel cost component of retail electric rates. DESC’s proposed decrease would reduce annual base fuel component recoveries by $44 million and is projected to return to customers the existing over-collected balance while recovering DESC’s current base fuel costs over the 12-month period beginning with the first billing cycle of May 2020. In addition, DESC proposed an increase to its variable environmental and distributed energy resource components. In April 2020, the South Carolina Commission approved the filing.

Electric Transmission Projects

In 2020, DESC began several electric transmission projects in connection with two new nuclear plants under development by Southern. These transmission projects are required to be in place prior to these plants beginning operations to maintain reliability. DESC anticipates the projects to go into service in phases, costing approximately $75 million in aggregate. In February 2020, DESC filed an application with the South Carolina Commission requesting approval to construct and operate 28 miles of 230 kV transmission lines in Aiken County, South Carolina estimated to cost approximately $30 million. In June 2020, the South Carolina Commission approved the filing.

Natural Gas Rates

In June 2020, DESC filed with the South Carolina Commission its monitoring report for the 12-month period ended March 31, 2020 with a total revenue requirement of $409 million. This represents a $9 million overall annual increase to its natural gas rates under the terms of the Natural Gas Rate Stabilization Act effective with the first billing cycle of November 2020. In October 2020, the South Carolina Commission approved a total revenue requirement of $406 million effective with the first billing cycle of November 2020. This represents a $6 million overall annual increase to DESC’s natural gas rates. Additionally, the South Carolina Commission authorized an allowed ROE of 9.90%, a reduction from the prior ROE of 10.25%. The South Carolina Commission also approved an agreement between the South Carolina Office of Regulatory Staff and DESC that DESC will file its next retail natural gas general rate proceeding no later than April 2023.

Ohio Regulation

PIR Program

In 2008, East Ohio began PIR, aimed at replacing approximately 25% of its pipeline system. In April 2020, the Ohio Commission approved East Ohio’s application to adjust the PIR recovery for 2019 costs. The filing reflects gross plant investment for 2019 of $209 million, cumulative gross plant investment of $1.8 billion and an annual revenue requirement of $218 million.

West Virginia Regulation

West Virginia Base Rate Case

In September 2020, Hope filed its base rate case and schedules with the West Virginia Commission. Hope proposed a non-fuel, base rate increase of $28 million. The base rate increase was proposed to recover the significant investment in distribution infrastructure and costs associated with the acquisition of over 2,000 miles of gathering assets, both for the benefit of West Virginia customers. The proposed rates would provide for an ROE of 10.25% compared to the authorized ROE of 9.45%. The rates are expected to go into effect in July 2021. This matter is pending.

PREP

In May 2020, Hope filed a PREP application with the West Virginia Commission requesting approval to recover PREP costs related to $39 million and $54 million of projected capital investment for 2020 and 2021, respectively. The application also includes a true-up of PREP costs related to the 2019 actual capital investment of $27 million and sets forth $13 million of annual PREP costs to be recovered in proposed rates effective November 1, 2020. In October 2020, the West Virginia Commission approved PREP rates effective November 1, 2020.

Utah Regulation

Rural Expansion Project

In December 2019, Questar Gas filed an application with the Utah Commission for a CPCN to construct natural gas infrastructure to extend service to Eureka, Utah. The project is expected to include 11 miles of high-pressure pipeline and up to 360 service lines and to be in service in late 2021. Questar Gas also requested approval of a rural expansion rate adjustment tracker to recover the construction costs of the project. In August 2020, the Utah Commission approved the CPCN and the rural expansion rate adjustment tracker.

Wyoming Regulation

Wyoming Base Rate Case

In November 2019, Questar Gas filed its base rate case and schedules with the Wyoming Commission. Questar Gas proposed a non-fuel, base rate increase of $4 million effective September 2020. The base rate increase was proposed to replace aging infrastructure and expand its system. Questar Gas presented an earned return of 7.46%, based upon a fully-adjusted test period, compared to its authorized 9.5% return, and proposed a 10.5% ROE. In June 2020, the Wyoming Commission approved a base rate increase of $2 million annually, with rates effective September 1, 2020. This revenue requirement increase was based on an approved ROE of 9.35%.

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, 2019.

Dominion Energy’s Consolidated Statements of Income include $61 million and $146 million for the three and nine months ended September 30, 2020, respectively, and $64 million and $146 million for the three and nine months ended September 30, 2019, respectively, of rental revenue included in operating revenue. Dominion Energy’s Consolidated Statements of Income include $26 million and $76 million for the three and nine months ended September 30, 2020, respectively, and $23 million and $70 million for the three and nine months ended September 30, 2019, respectively, of depreciation expense included in depreciation, depletion and amortization, related to facilities subject to power purchase agreements under which Dominion Energy is the lessor.

Corporate Office Leasing Arrangement

In December 2019, Dominion Energy signed an agreement with a lessor, as amended in May 2020, to construct and lease a new corporate office property in Richmond, Virginia. The lessor is providing equity and has obtained financing commitments from debt investors, totaling $465 million, to fund the estimated project costs. If Dominion Energy ultimately proceeds with the project through completion, the project is expected to be completed by September 2024. 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. If the project is terminated under certain events, Dominion Energy could be required to pay up to 100% of the then funded amount.

subject to the approval of the participants, at current market terms, (ii) purchase the property for an amount equal to the 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 project costs, Dominion Energy may be required to make a payment to the lessor, up to 83% of project costs, for the difference between the 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, 2019.

Dominion Energy

At both September 30, 2020 and December 31, 2019, Dominion Energy’s securities due within one year included $31 million, and at September 30, 2020 and December 31, 2019 Dominion Energy’s long-term debt included $260 million and $267 million, respectively, of debt issued by SBL Holdco, a VIE, net of issuance costs, that is nonrecourse to Dominion Energy and is secured by SBL Holdco’s interest in certain merchant solar facilities.

Virginia Power

Virginia Power had a long-term power and capacity contract with one non-utility generator with an aggregate summer generation capacity of approximately 218 MW. In May 2019, Virginia Power entered into an agreement and paid $135 million to terminate the remaining contract with the non-utility generator, effective April 2019. A $135 million ($100 million after-tax) charge was recorded in impairment of assets and other charges in Virginia Power’s Consolidated Statements of Income during the second quarter of 2019. Virginia Power paid $13 million for electric capacity and $1 million for electric energy to the non-utility generator in the nine months ended September 30, 2019.

Virginia Power purchased shared services from DES, an affiliated VIE, of $81 million for the three months ended September 30, 2020, $83 million for the three months ended September 30, 2019, $260 million for the nine months ended September, 30, 2020 and $301 million for the nine months ended September 30, 2019. Virginia Power’s Consolidated Balance Sheets include amounts due to DES of $171 million and $102 million at September 30, 2020 and December 31, 2019, respectively, recorded in payables to affiliates.

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.

Dominion Energy

At September 30, 2020, Dominion Energy’s commercial paper and letters of credit outstanding, as well as its capacity available under the credit facility, were as follows:

Facility

Limit

Outstanding

Commercial

Paper

Outstanding

Letters of

Credit

Facility

Capacity

Available

(millions)

Joint revolving credit facility⁽¹⁾⁽²⁾

6,000

2,113

3,791

(1)	This credit facility matures in March 2023 and can be used by the borrowers under the credit facility to support bank borrowings and the issuance of commercial paper, as well as to support up to a combined $2.0 billion of letters of credit.

(2)	In October 2020, the joint revolving credit facility was amended to remove Dominion Energy Gas as a co-borrower.

In addition to the credit facility mentioned above, Dominion Energy also has a credit facility which had an original stated maturity date of June 2020 and allowed Dominion Energy to issue up to approximately $21 million in letters of credit. In May 2020, the credit facility was amended to increase the facility capacity to approximately $30 million and extend the maturity date to June 2022. At September 30, 2020, Dominion Energy had $28 million in letters of credit outstanding under this agreement.

In March 2020, Dominion Energy entered into a $900 million 364-Day Revolving Credit Agreement. The agreement bears interest at a variable rate. At September 30, 2020, $225 million was outstanding under the agreement. The proceeds from these borrowings were used to provide for general working capital and other general corporate purposes. The maximum allowed total debt to total capital ratio under the agreement is consistent with such allowed ratio under Dominion Energy’s joint revolving credit facility.

DESC and Questar Gas’ short-term financings are supported through access as co-borrowers to the joint revolving credit facility discussed above with the Companies. At September 30, 2020, the sub-limits for DESC and Questar Gas were $500 million and $250 million, respectively.

In January 2020, DESC and GENCO applied to FERC for a two-year short-term borrowing authorization. In March 2020, FERC granted DESC authority through March 2021 to issue short-term indebtedness (pursuant to Section 204 of the Federal Power Act) in amounts not to exceed $2.2 billion outstanding with maturity dates of one year or less. In addition, in March 2020, FERC granted GENCO authority through March 2021 to issue short-term indebtedness not to exceed $200 million outstanding with maturity dates of one year or less.

In addition to the credit facilities mentioned above, SBL Holdco has $30 million of credit facilities which had an original stated maturity date of December 2017 with automatic one-year renewals through the maturity of the SBL Holdco term loan agreement in 2023. Dominion Solar Projects III, Inc. has $25 million of credit facilities which had an original stated maturity date of May 2018 with automatic one-year renewals through the maturity of the Dominion Solar Projects III, Inc. term loan agreement in 2024. At September 30, 2020, no amounts were outstanding under either of these facilities.

In March 2020, Dominion Energy borrowed $500 million under a 364-Day Term Loan Credit Agreement that bears interest at a variable rate. The proceeds were used to provide for general working capital and other general corporate purposes. These borrowings are presented within securities due within one year in Dominion Energy’s Consolidated Balance Sheets at September 30, 2020. The maximum allowed total debt to total capital ratio under the agreement is consistent with such allowed ratio under Dominion Energy’s joint revolving credit facility.

In April 2020, Dominion Energy borrowed $625 million under a 364-Day Term Loan Credit Agreement that bore interest at a variable rate. The proceeds were used to provide for general working capital and other general corporate purposes. In June 2020, Dominion Energy repaid the outstanding balance in full.

In November 2017, Dominion Energy filed a SEC shelf registration statement for the sale of up to $3.0 billion of variable denomination floating rate demand notes, called Dominion Energy Reliability Investment^SM. In October 2020, Dominion Energy filed a new SEC shelf registration statement associated with this program. 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, 2020 and December 31, 2019, Dominion Energy’s Consolidated Balance Sheets include $215 million and $75 million, respectively, presented within short-term debt. The proceeds are used for general corporate purposes and to repay debt.

Virginia Power

Virginia Power’s short-term financing is supported through its access as co-borrower to the joint revolving credit facility. This 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, 2020, Virginia Power’s share of commercial paper and letters of credit outstanding under the joint revolving credit facility was as follows:

Facility

Limit⁽¹⁾

Outstanding

Commercial

Paper

Outstanding

Letters of

Credit

(millions)

Joint revolving credit facility⁽¹⁾⁽²⁾

6,000

422

(1)

The full amount of the facility is available to Virginia Power, less any amounts outstanding to co-borrowers Dominion Energy, Questar Gas and DESC. The sub-limit for Virginia Power is set within the facility limit but can be changed at the option of the borrowers under the credit facility multiple times per year. At September 30, 2020, the sub-limit for Virginia Power was $1.5 billion. If Virginia Power has liquidity needs in excess of its sub-limit, the sub-limit may be changed or such needs may be satisfied through short-term intercompany borrowings from Dominion Energy. This credit facility matures in March 2023 and can be used to support bank borrowings and the issuance of commercial paper, as well as to support up to $2.0 billion (or the sub-limit, whichever is less) of letters of credit.

(2)

In October 2020, the joint revolving credit facility was amended to remove Dominion Energy Gas as a co-borrower.

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 February 2020, Dominion Energy redeemed the remaining principal outstanding of $111 million and $286 million of its June 2006 hybrids and its September 2006 hybrids, respectively, both of which would have otherwise matured in 2066. All purchases were conducted in compliance with the applicable RCC, each of which was terminated in February 2020. Expenses related to the early redemption of the hybrids were $10 million reflected within interest and related charges in the Consolidated Statements of Income for the nine months ended September 30, 2020.

In March 2020, SCANA redeemed its floating rate senior notes at the remaining principal balance of $66 million plus accrued interest. The notes would have otherwise matured in June 2034. Expenses related to the early redemption of the senior notes were $7 million reflected within interest and related charges in the Consolidated Statements of Income for the nine months ended September 30, 2020.

In March 2020, SCANA redeemed the remaining principal outstanding of $183 million of its 4.75% medium-term notes and $155 million of its 4.125% medium-term notes plus accrued interest and make-whole premiums. The notes would have otherwise matured in May 2021 and February 2022, respectively. Total expenses related to the early redemption of the medium-term notes were $14 million reflected within interest and related charges in the Consolidated Statements of Income for the nine months ended September 30, 2020.

In March 2020, Dominion Energy issued $400 million of 3.30% senior notes and $350 million of 3.60% senior notes that mature in 2025 and 2027, respectively.

In March 2020, PSNC issued, through private placement, $200 million of 4.05% senior notes that mature in 2030.

In April 2020, Dominion Energy issued $1.5 billion of 3.375% senior notes that mature in 2030.

In April 2020, Dominion Energy purchased and canceled $7 million of its 2.579% junior subordinated notes that mature in July 2020. In June 2020, Dominion Energy prepaid the remaining balance of $993 million.

In June 2020, East Ohio issued, through private placement, $500 million of 1.30% senior notes, $500 million of 2.00% senior notes and $800 million of 3.00% senior notes that mature in 2025, 2030 and 2050, respectively. East Ohio used the proceeds from this offering to repay intercompany promissory notes with Dominion Energy Gas and a portion of its intercompany revolving credit agreement balance with Dominion Energy.

In June 2020, Virginia Power remarketed one series of tax-exempt bonds, with an aggregate outstanding principal of $105 million to new investors. The bonds will bear interest at a coupon rate of 1.20% until May 2024, after which they will bear interest at a market rate to be determined at that time.

In September 2020, Virginia Power remarketed three series of tax-exempt bonds, with an aggregate outstanding principal of $322 million to new investors. One of the bonds will bear interest at a coupon rate of 0.45% until April 2022, after which it will bear interest at a market rate to be determined at that time. Two of the bonds will bear interest at a coupon rate of 0.75% until September 2025, after which they will bear interest at a market rate to be determined at that time.

In September 2020, Dominion Energy issued $1.0 billion of floating rate senior notes that mature in 2023.

Derivative Restructuring

In June 2020, Dominion Energy amended a portfolio of interest rate swaps with a notional value of $2.0 billion, extending the mandatory termination dates from 2020 and 2021 to December 2024. The transaction is viewed as a noncash financing activity with an embedded interest rate swap. As a result, in June 2020, Dominion Energy recorded $326 million in other long-term debt, representing the net present value of the initial fair value measurement of the new contract with an imputed interest rate of 1.19%, in its Consolidated Balance Sheets with an embedded interest rate derivative that had a fair value of zero at inception.

In August 2020, Virginia Power amended a portfolio of interest rate swaps with a notional value of $900 million, extending the mandatory termination dates from 2020 to December 2023. The transaction is viewed as a noncash financing activity with an embedded interest rate swap. As a result, in August 2020, Virginia Power recorded $443 million in other long-term debt, representing the net present value of the initial fair value measurement of the new contract with an imputed interest rate of 0.34%, in its Consolidated Balance Sheets with an embedded interest rate derivative that had a fair value of zero at inception. The interest rate swaps were in a hedge relationship prior to the transaction. Virginia Power de-designated the hedge relationships prior to the transaction and then designated the new interest rate swap in a hedge relationship after the transaction.

Noncontrolling Interest in Dominion Energy Midstream

In January 2019, Dominion Energy and Dominion Energy Midstream closed on an agreement and plan of merger pursuant to which Dominion Energy acquired each outstanding common unit representing limited partner interests in Dominion Energy Midstream not already owned by Dominion Energy through the issuance of 22.5 million shares of common stock valued at $1.6 billion. Under the terms of the agreement and plan of merger, each publicly held outstanding common unit representing limited partner interests in Dominion Energy Midstream was converted into the right to receive 0.2492 shares of Dominion Energy common stock. Immediately prior to the closing, each Series A Preferred Unit representing limited partner interests in Dominion Energy Midstream was converted into common units representing limited partner interests in Dominion Energy Midstream in accordance with the terms of Dominion Energy Midstream’s partnership agreement. The merger was accounted for by Dominion Energy following the guidance for a change in a parent company’s ownership interest in a consolidated subsidiary. Because Dominion Energy controls Dominion Energy Midstream both before and after the merger, the changes in Dominion Energy’s ownership interest in Dominion Energy Midstream were accounted for as an equity transaction and no gain or loss was recognized. In connection with the merger, Dominion Energy recognized $40 million of income taxes in equity primarily attributable to establishing additional regulatory liabilities related to excess deferred income taxes and changes in state income taxes.

2019 Corporate Units

In June 2019, Dominion Energy issued $1.6 billion of 2019 Equity Units, initially in the form of 2019 Series A Corporate Units. The Corporate Units are listed on the NYSE under the symbol DCUE. The net proceeds were used for general corporate purposes and to repay short-term debt, including commercial paper.

Each 2019 Series A Corporate Unit consists of a stock purchase contract and a 1/10, or 10%, undivided beneficial ownership interest in one share of Series A Preferred Stock. Beginning in June 2022, the Series A Preferred Stock is convertible at the option of the holder into Dominion Energy common stock under a formula based upon the average closing price of Dominion Energy common stock prior to the conversion date. The Series A Preferred Stock is redeemable in cash by Dominion Energy beginning September 2022 at the liquidation preference. Settlement of any conversion is payable in cash, common stock or a combination thereof, at Dominion Energy’s election.

The stock purchase contracts obligate the holders to purchase shares of Dominion Energy common stock in June 2022. The purchase price to be paid under the stock purchase contracts is $100 per Corporate Unit and the number of shares to be purchased will be determined under a formula based upon the average closing price of Dominion Energy common stock near the settlement date. The Series A Preferred Stock was pledged upon issuance as collateral to secure the purchase of common stock under the related stock purchase contracts.

Dominion Energy pays cumulative dividends on the Series A Preferred Stock and quarterly contract adjustment payments on the stock purchase contracts, at the rates described below. Dominion Energy may elect to pay such dividends and/or payments in cash, shares of Dominion Energy common stock or a combination of cash and shares of Dominion Energy common stock. Dominion Energy may defer the contract adjustment payments for one or more consecutive periods but generally not beyond the purchase contract settlement date. If payments are deferred, Dominion Energy may not make any distributions related to its capital stock, including dividends, redemptions, repurchases or liquidation payments. Also, during the deferral period, Dominion Energy may not make any payments on or redeem, repay or repurchase any debt securities that are equal in right of payment with, or subordinated to, the contract adjustment payments or make any payment on any guarantee of a security of a subsidiary if the guarantee ranks equal or junior to the contract adjustment payments. Unless all accumulated and unpaid dividends on the Series A Preferred Stock have been declared and paid, Dominion Energy may not make any distributions on any of its capital stock ranking equal or junior to the Series A Preferred Stock as to dividends or upon liquidation, as applicable, including dividends, redemptions, repurchases or liquidation payments. In such circumstances, Dominion Energy also may not make any contract adjustment payments or other similar types of payments, subject to certain exceptions.

Dominion Energy has recorded the present value of the stock purchase contract payments as a liability offset to common stock. Stock purchase contract payments are recorded against this liability. Accretion of the stock purchase contract liability is recorded as imputed interest expense. In calculating diluted EPS, Dominion Energy applies the treasury stock method to the stock purchase contracts and the if-converted method to the Series A Preferred Stock. Under the terms of the stock purchase contracts, assuming no anti-dilution or other adjustments, the maximum number of shares of common stock Dominion Energy will issue in June 2022 is 21.8 million.

Selected information about Dominion Energy’s 2019 Equity Units is presented below:

Issuance Date

Units Issued

Total Net

Proceeds⁽¹⁾

Total

Preferred

Stock⁽²⁾

Cumulative

Dividend

Rate

Stock

Purchase

Contract

Annual Rate

Stock

Purchase

Contract

Liability⁽³⁾

Stock Purchase

Contract

Settlement Date

(millions except interest rates)

6/14/2019

1,582

1,610

1.75

5.5

250

6/1/2022

(1)	Issuance costs of $28 million were recorded as a reduction to preferred stock ($14 million) and common stock ($14 million) in the Consolidated Balance Sheets.

(2)	Dominion Energy recorded dividends of $7 million ($4.375 per share) and $21 million ($13.125 per share) for the three and nine months ended September 30, 2020, respectively.

(3)	Payments of $62 million and $17 million were made during the nine months ended September 30, 2020 and 2019, respectively. The stock purchase contract liability was $150 million and $212 million at September 30, 2020 and December 31, 2019, respectively.

Series B Preferred Stock

In December 2019, Dominion Energy issued 800,000 shares of Series B Preferred Stock for $791 million, net of $9 million of issuance costs. The preferred stock has a liquidation preference of $1,000 per share and currently pays a 4.65% dividend per share on the liquidation preference. Dividends are paid cumulatively on a semi-annual basis, commencing June 15, 2020. Dominion Energy recorded dividends of $9 million ($11.625 per share) and $27 million ($34.875 per share) for the three and nine months ended September 30, 2020, respectively. The dividend rate for the Series B Preferred Stock will be reset every five years beginning on December 15, 2024 to equal the then-current five-year U.S. Treasury rate plus a spread of 2.993%. Unless all accumulated and unpaid dividends on the Series B Preferred Stock have been declared and paid, Dominion Energy may not make any distributions on any of its capital stock ranking equal or junior to the Series B Preferred Stock as to dividends or upon liquidation, including through dividends, redemptions, repurchases or otherwise.

Dominion Energy may, at its option, redeem the Series B Preferred Stock in whole or in part on December 15, 2024 or on any subsequent fifth anniversary of such date at a price equal to $1,000 per share plus any accumulated and unpaid dividends. Dominion Energy may also, at its option, redeem the Series B Preferred Stock in whole but not in part at a price equal to $1,020 per share plus any accumulated and unpaid dividends at any time within a certain period of time following any change in the criteria ratings agencies use to assign equity credit to securities such as the Series B Preferred Stock that has certain adverse effects on the equity credit actually received by the Series B Preferred Stock.

Holders of the Series B Preferred Stock have no voting rights except in the limited circumstances provided for in the terms of the Series B Preferred Stock or as otherwise required by applicable law. The Series B Preferred Stock is not subject to any sinking fund or other obligation of Dominion Energy’s to redeem, repurchase or retire the Series B Preferred Stock. The preferred stock contains no conversion rights.

Issuance of Common Stock

See Note 3 to the Consolidated Financial Statements for information on the issuance of Dominion Energy common stock in January 2019 in connection with the SCANA Combination. Also in January 2019, Dominion Energy acquired all outstanding partnership interests of Dominion Energy Midstream not owned by Dominion Energy through the issuance of common stock as noted above.

Dominion Energy maintains Dominion Energy Direct® and a number of employee savings plans through which contributions may be invested in Dominion Energy’s common stock. These shares may either be newly issued or purchased on the open market with proceeds contributed to these plans. In August 2020, Dominion Energy began purchasing its common stock on the open market for these direct stock purchase plans.

In September 2020, Dominion Energy issued 4.1 million shares of its common stock to satisfy its obligation under a settlement agreement for the Santee Cooper Ratepayer Case discussed in Note 17. These shares were immediately repurchased as discussed below.

At-the-Market Program

In June 2017, Dominion Energy filed an SEC shelf registration statement for the sale of debt and equity securities including the ability to sell common stock through an at-the-market program as discussed in Note 20 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2019. In March 2020, Dominion Energy entered into four separate sales agency agreements to effect sales under a new at-the-market program and pursuant to which it had the ability to offer from time to time up to $500 million aggregate amount of its common stock. Dominion Energy did not issue any shares under this program which expired in June 2020. In June 2020, Dominion Energy filed a new shelf registration statement for the sale of debt and equity securities including the ability to sell common stock through an at-the-market program. In August 2020, Dominion Energy entered into five separate 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 $1.0 billion in the aggregate. Dominion Energy has not issued any shares or entered into any forward sale agreements under this new program.

Repurchase of Common Stock

In July 2020, the Board of Directors authorized the repurchase of up to $3.0 billion of Dominion Energy’s common stock and rescinded the prior two authorizations from 2005 and 2007. The repurchase program does not include a specific timetable or price or volume targets and may be modified, suspended or terminated at any time. Shares may be purchased through open market or privately negotiated transactions or otherwise at the discretion of management subject to prevailing market conditions, applicable securities laws and other factors. In August 2020, Dominion Energy began repurchasing shares under an open market agreement with a financial institution. During the third quarter of 2020, Dominion Energy repurchased 7.2 million shares of Dominion Energy common stock for $562 million.

In September 2020, Dominion Energy entered into two prepaid accelerated share repurchase agreements with separate financial institutions as counterparties. Dominion Energy made payments totaling $1.5 billion to the counterparties in exchange for an aggregate of approximately 17.2 million shares of Dominion Energy common stock, which represents approximately 90% of $1.5 billion worth of Dominion Energy shares based on the closing price of such shares on the date the agreements were executed. Dominion Energy recorded a reduction to common stock of $1.5 billion during the third quarter of 2020. Dominion Energy anticipates that the total final number of shares repurchased under the terms of the agreements will be determined by December 2020. Such number will be based on the average of the daily volume-weighted average stock prices of Dominion Energy’s common stock during the term of the applicable purchase period, less a discount.

In September 2020, Dominion Energy repurchased 4.1 million shares of Dominion Energy common stock in a private transaction for $323 million.

In November 2020, the Board of Directors authorized the repurchase of up to $1.0 billion of Dominion Energy’s common stock in addition to the repurchase program authorized in July 2020. The repurchase program does not include a specific timetable or price or volume targets and may be modified, suspended or terminated at any time. Shares may be purchased through the open market or

privately negotiated transactions or otherwise at the discretion of management subject to prevailing market conditions, applicable securities laws and other factors.

Dividend Restrictions

At September 30, 2020, DESC’s retained earnings exceed the balance established by the Federal Power Act as a reserve on earnings attributable to hydroelectric generation plants. As a result, DESC is permitted to pay dividends without additional regulatory approval provided that such amounts would not bring the retained earnings balance below the threshold. There have been no other significant changes to dividend restrictions affecting the Companies described in Note 21, to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2019.

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. 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

CAA

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 address all 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.

MATS

In February 2019, the EPA published a proposed rule to reverse its previous finding that it is appropriate and necessary to regulate hazardous air pollutant emissions from coal- and oil-fired electric generating units. In May 2020, the EPA’s final rule became effective. The final rule is consistent with the EPA’s February 2019 proposal, and determines that it is not appropriate and necessary to regulate mercury and hazardous air pollutant emissions from coal- and oil-fired electric generating units. The final rule also states that the MATS rule remains in place and the emissions standards for affected coal- and oil-fired electric generating units will not change. The Companies are complying with the applicable requirements of the rule and do not expect any impacts to their operations.

Ozone Standards

The EPA published final non-attainment designations for the October 2015 ozone standard in June 2018. States have until August 2021 to develop plans to address the new standard. Until the states have developed implementation plans for the standard, 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 and cash flows.

Oil and Gas NSPS

In August 2012, the EPA issued an NSPS impacting new and modified facilities in the natural gas production and gathering sectors and made revisions to the NSPS for natural gas processing and transmission facilities. These rules establish equipment performance specifications and emissions standards for control of VOC emissions for natural gas production wells, tanks, pneumatic controllers and compressors in the upstream sector. In June 2016, the EPA issued another NSPS regulation, for the oil and natural gas sector, to regulate methane and VOC emissions from new and modified facilities in transmission and storage, gathering and boosting, production and processing facilities. All projects which commenced construction after September 2015 are required to comply with this regulation. In October 2018, the EPA published a proposed rule reconsidering and amending portions of the 2016 rule, including but not limited to, the fugitive emissions requirements at well sites and compressor stations. The amended portions of the 2016 rule were effective immediately upon publication. In August 2020, the EPA issued two final amendments related to the reconsideration of the NSPS for the oil and natural gas sector applicable to VOC and methane emissions. Together, the two amendments have the effect of rescinding both the methane portion of the NSPS for all segments of the oil and natural gas sector, rescinding all NSPS for the transmission and storage segment, and modifying some of the NSPS VOC requirements for facilities in the production and processing segments. The two amendments have been challenged in the U.S. Court of Appeals for the D.C. Circuit but remain in effect pending the outcome of the litigation. Dominion Energy is still evaluating whether potential impacts on results of operations, financial condition and/or cash flows related to this matter will be material.

ACE Rule

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 applies to existing coal-fired power plants. The final rule includes unit-specific performance standards based on the degree of emission reduction levels achievable from unit efficiency improvements to be determined by the permitting agency. The ACE Rule requires states to develop plans by July 2022, to implement these performance standards. These state plans must be approved by the EPA by January 2024. 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.

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 to set a significant emissions rate at 75,000 tons per year of CO₂ equivalent emissions under which a source would not be required to apply BACT for its GHG 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 the best operating practices.

State Regulations

In May 2019, VDEQ issued a final rule establishing a state carbon regulation program with a 28.0 million ton initial state-wide carbon cap in 2020. The cap was to be reduced by approximately three percent per year through 2030, resulting in an ultimate cap of 19.6 million tons. The final rule included a provision for VDEQ to delay implementation of the rule pending authorization from the General Assembly and Governor of Virginia. In April 2020, Virginia legislation was enacted authorizing VDEQ to implement the final rule. In June 2020, the VDEQ signed the CO₂ Budget Trading Program rule outlining the requirements for Virginia’s direct participation in RGGI starting in 2021. As a result of joining RGGI in 2021, Virginia’s allotment of the regional cap was adjusted to approximately 27.1 million tons, although Virginia Power may purchase additional allowances from the secondary market and other states. The regulatory framework in Virginia provides rate recovery mechanisms that are expected to substantially mitigate any such impact.

The legislation discussed above is considered related legislation to the VCEA as discussed in Note 13. The VCEA institutes a mandatory renewable portfolio standard, enhances renewable generation and energy storage development, requires the retirement of certain generation facilities, establishes energy efficiency targets, expands net metering and directs Virginia’s participation in a market-based carbon trading program through 2050.

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 13 and seven 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 six hydroelectric facilities, including one Virginia Power facility. Dominion Energy anticipates that it 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, technology, cost and 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 extends the latest dates for compliance. Individual facilities’ compliance dates will vary based on circumstances and the determination by state regulators and may range from 2021 to 2028. 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.

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 11 sites associated with Dominion Energy, including certain sites acquired in the SCANA Combination, 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 or expects to propose remediation plans associated with three sites, including one at Virginia Power, and expects to conduct remediation activities primarily by the end of 2021. At both September 30, 2020 and December 31, 2019, Dominion Energy and Virginia Power have $30 million and $16 million, respectively, of reserves recorded. In addition, for one site associated with Dominion Energy, an updated work plan submitted to SCDHEC in September 2018, would increase costs by approximately $11 million if approved by federal and state agencies. In September 2020, this plan was submitted to the Army Corps of Engineers. Dominion Energy is associated with 13 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 to events occurring before closing of the SCANA Combination. No reference to, or disclosure of, any proceeding, item or matter described below shall be construed as an admission or indication that such proceeding, item or matter is material. For certain of these matters, and unless otherwise noted therein, Dominion Energy is unable to estimate a reasonable range of possible loss and the related financial statement impacts, but for any such matter there could be a material impact to its results of operations, financial condition and/or cash flows. For the matters for which Dominion Energy is able to reasonably estimate a probable loss, Dominion Energy’s Consolidated Balance Sheets at September 30, 2020 and December 31, 2019 include reserves of $228 million and $696 million, respectively, and insurance receivables of $8 million and $111 million, respectively, included within other receivables. During both the three and nine months ended September 30, 2020, Dominion Energy’s Consolidated Statements of Income include charges of $44 million ($33 million after-tax) included within impairment of assets and other charges. In addition, Dominion Energy’s Consolidated Statements of Income for the nine months ended September 30, 2020 include charges of $25 million ($25 million after-tax) included within other income (expense). During the three and nine months ended September 30, 2019, Dominion Energy’s Consolidated Statements of Income include charges of $38 million ($28 million after-tax) and $316 million ($236 million after-tax), respectively, included within impairment of assets and other charges.

Ratepayer Class Actions

In May 2018, a consolidated complaint against DESC, SCANA and the State of South Carolina was filed in the State Court of Common Pleas in Hampton County, South Carolina (the DESC Ratepayer Case). In September 2018, the court certified this case as a class action. The plaintiffs allege, among other things, that DESC was negligent and unjustly enriched, breached alleged fiduciary and contractual duties and committed fraud and misrepresentation in failing to properly manage the NND Project, and that DESC committed unfair trade practices and violated state anti-trust laws. The plaintiffs sought a declaratory judgment that DESC may not charge its customers for any past or continuing costs of the NND Project, sought to have SCANA and DESC’s assets frozen and all monies recovered from Toshiba Corporation and other sources be placed in a constructive trust for the benefit of ratepayers and sought specific performance of the alleged implied contract to construct the NND Project.

In December 2018, the State Court of Common Pleas in Hampton County entered an order granting preliminary approval of a class action settlement and a stay of pre-trial proceedings in the DESC Ratepayer Case. The settlement agreement, contingent upon the closing of the SCANA Combination, provided that SCANA and DESC would establish an escrow account and proceeds from the escrow account would be distributed to the class members, after payment of certain taxes, attorneys' fees and other expenses and administrative costs. The escrow account would include (1) up to $2.0 billion, net of a credit of up to $2.0 billion in future electric bill relief, which would inure to the benefit of the escrow account in favor of class members over a period of time established by the South Carolina Commission in its order related to matters before the South Carolina Commission related to the NND Project, (2) a cash payment of $115 million and (3) the transfer of certain DESC-owned real estate or sales proceeds from the sale of such properties, which counsel for the DESC Ratepayer Class estimate to have an aggregate value between $60 million and $85 million. At the closing of the SCANA Combination, SCANA and DESC funded the cash payment portion of the escrow account. The court held a fairness hearing on the settlement in May 2019. In June 2019, the court entered an order granting final approval of the settlement, which order became effective July 2019. In July 2019, DESC transferred $117 million representing the cash payment, plus accrued interest, to the plaintiffs. Through August 2020, property, plant and equipment with a net recorded value of $27 million had been transferred to the plaintiffs in coordination with the court-appointed real estate trustee to satisfy the settlement agreement. In September 2020, the court entered an order approving a final resolution of the transfer of real estate or sales proceeds with a cash contribution of $38.5 million by DESC and the conveyance of property, plant and equipment with a net recorded value of $3 million. In October 2020, DESC completed the conveyance of property, plant and equipment and funded this cash contribution.

In September 2017, a purported class action was filed by Santee Cooper ratepayers against Santee Cooper, DESC, Palmetto Electric Cooperative, Inc. and Central Electric Power Cooperative, Inc. in the State Court of Common Pleas in Hampton County, South Carolina (the Santee Cooper Ratepayer Case). The allegations are substantially similar to those in the DESC Ratepayer Case. The plaintiffs seek a declaratory judgment that the defendants may not charge the purported class for reimbursement for past or future costs of the NND Project. In March 2018, the plaintiffs filed an amended complaint including as additional named defendants, including certain then current and former directors of Santee Cooper and SCANA. In June 2018, Santee Cooper filed a Notice of Petition for Original Jurisdiction with the Supreme Court of South Carolina. In December 2018, Santee Cooper filed its answer to the plaintiffs' fourth amended complaint and filed cross claims against DESC, which was denied. In October 2019, Santee Cooper voluntarily consented to stay its cross claims against DESC pending the outcome of the trial of the underlying case. In November 2019, DESC removed the case to the U.S. District Court for the District of South Carolina. In December 2019, the plaintiffs and

Santee Cooper filed a motion to remand the case to state court. In January 2020, the case was remanded to state court. In March 2020, the parties executed a settlement agreement relating to this matter as well as the Luquire Case and the Glibowski Case described below. The settlement agreement provides that Dominion Energy and Santee Cooper will establish a fund for the benefit of class members in the amount of $520 million, of which Dominion Energy’s portion is $320 million of shares of Dominion Energy common stock. Also in March 2020, the court granted preliminary approval for the settlement agreement. In July 2020, the court issued a final approval of the settlement agreement. In September 2020, Dominion Energy issued $322 million of shares of Dominion Energy common stock to satisfy its obligation under the settlement agreement, including interest charges.

In July 2019, a similar purported class action was filed by certain Santee Cooper ratepayers against DESC, SCANA, Dominion Energy and former directors and officers of SCANA in the State Court of Common Pleas in Orangeburg, South Carolina (the Luquire Case). In August 2019, DESC, SCANA and Dominion Energy were voluntarily dismissed from the case. The claims are similar to the Santee Cooper Ratepayer Case. In March 2020, the parties executed a settlement agreement as described above relating to this matter as well as the Santee Cooper Ratepayer Case and the Glibowski Case. This case was dismissed as part of the Santee Cooper Ratepayer Case settlement described above.

RICO Class Action

In January 2018, a purported class action was filed, and subsequently amended, against SCANA, DESC and certain former executive officers in the U.S. District Court for the District of South Carolina (the Glibowski Case). The plaintiff alleges, among other things, that SCANA, DESC and the individual defendants participated in an unlawful racketeering enterprise in violation of RICO and conspired to violate RICO by fraudulently inflating utility bills to generate unlawful proceeds. The DESC Ratepayer Class Action settlement described previously contemplates dismissal of claims by DESC ratepayers in this case against DESC, SCANA and their officers. In August 2019, the individual defendants filed motions to dismiss. In March 2020, the parties executed a settlement agreement as described above relating to this matter as well as the Santee Cooper Ratepayer Case and the Luquire Case. This case was dismissed as part of the Santee Cooper Ratepayer Case settlement described above.

SCANA Shareholder Litigation

In September 2017, a purported class action was filed against SCANA and certain former executive officers and directors in the U.S. District Court for the District of South Carolina. Subsequent additional purported class actions were separately filed against all or nearly all of these defendants (collectively the SCANA Securities Class Action). In January 2018, the U.S. District Court for the District of South Carolina consolidated these suits, and the plaintiffs filed a consolidated amended complaint in March 2018. The plaintiffs allege, among other things, that the defendants violated §10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, and that the individually named defendants are liable under §20(a) of the same act. In June 2018, the defendants filed motions to dismiss. In March 2019, the U.S. District Court for the District of South Carolina granted in part and denied in part the defendants’ motions to dismiss. In December 2019, the parties executed a settlement agreement pursuant to which SCANA will pay $192.5 million, up to $32.5 million of which can be satisfied through the issuance of shares of Dominion Energy common stock, subject to approval by the U.S. District Court for the District of South Carolina. In February 2020, the U.S. District Court for the District of South Carolina granted preliminary approval of the settlement agreement, pending a fairness hearing. In March 2020, SCANA funded an escrow account with $160 million in cash and the balance of the settlement will be paid upon final approval of the settlement by the court. In July 2020, the court granted final approval of the settlement agreement. In August 2020, SCANA paid the balance of $32.5 million in cash to satisfy the settlement.

In September 2017, a shareholder derivative action was filed against certain former executive officers and directors of SCANA in the State Court of Common Pleas in Richland County, South Carolina. In September 2018, this action was consolidated with another action in the Business Court Pilot Program in Richland County. The plaintiffs allege, among other things, that the defendants breached their fiduciary duties to shareholders by their gross mismanagement of the NND Project, and that the defendants were unjustly enriched by bonuses they were paid in connection with the project. In January 2019, the defendants filed a motion to dismiss the consolidated action. In February 2019, one action was voluntarily dismissed. In March 2020, the court denied the defendants’ motion to dismiss. In April 2020, the defendants filed a notice of appeal with the South Carolina Court of Appeals and a petition with the Supreme Court of South Carolina seeking appellate review of the denial of the motion to dismiss. In June 2020, the plaintiffs filed a motion to dismiss the appeal with the South Carolina Court of Appeals, which was granted in July 2020. In August 2020, the Supreme Court of South Carolina denied the defendants’ petition seeking appellate review. Also in August 2020, the defendants filed a petition for rehearing with the South Carolina Court of Appeals relating to the July 2020 ruling by the court, which was denied in October 2020. This case is pending.

In January 2018, a purported class action was filed against SCANA, Dominion Energy and certain former executive officers and directors of SCANA in the State Court of Common Pleas in Lexington County, South Carolina (the City of Warren Lawsuit). The plaintiff alleges, among other things, that defendants violated their fiduciary duties to shareholders by executing a merger agreement

that would unfairly deprive plaintiffs of the true value of their SCANA stock, and that Dominion Energy aided and abetted these actions. Among other remedies, the plaintiff seeks to enjoin and/or rescind the merger. In February 2018, Dominion Energy removed the case to the U.S. District Court for the District of South Carolina, and filed a Motion to Dismiss in March 2018. In June 2018, the case was remanded back to the State Court of Common Pleas in Lexington County. Dominion Energy appealed the decision to remand to the U.S. Court of Appeals for the Fourth Circuit, where the appeal was consolidated with a similar appeal in the Metzler Lawsuit discussed below. In June 2019, the U.S. Court of Appeals for the Fourth Circuit reversed the order remanding the case to state court.

In February 2018, a purported class action was filed against Dominion Energy and certain former directors of SCANA and DESC in the State Court of Common Pleas in Richland County, South Carolina (the Metzler Lawsuit). The allegations made and the relief sought by the plaintiffs are substantially similar to that described for the City of Warren Lawsuit. In February 2018, Dominion Energy removed the case to the U.S. District Court for the District of South Carolina, and filed a Motion to Dismiss in March 2018. In August 2018, the case was remanded back to the State Court of Common Pleas in Richland County. Dominion Energy appealed the decision to remand to the U.S. Court of Appeals for the Fourth Circuit, where the appeal was consolidated with the City of Warren Lawsuit. In June 2019, the U.S. Court of Appeals for the Fourth Circuit reversed the order remanding the case to state court.

In September 2019, the U.S. District Court for the District of South Carolina granted the plaintiffs’ motion to consolidate the City of Warren Lawsuit and the Metzler Lawsuit. In October 2019, the plaintiffs filed an amended complaint against certain former directors and executive officers of SCANA and DESC, which stated substantially similar allegations to those in the City of Warren Lawsuit and the Metzler Lawsuit as well as an inseparable fraud claim. In November 2019, the defendants filed a motion to dismiss. In April 2020, the U.S. District Court for the District of South Carolina denied the motion to dismiss. In May 2020, SCANA filed a motion to intervene, which was denied in August 2020. In September 2020, SCANA filed a notice of appeal with the U.S. Court of Appeals for the Fourth Circuit. This case is pending.

In May 2019, a case was filed against certain former executive officers and directors of SCANA in the State Court of Common Pleas in Richland County, South Carolina. The plaintiff alleges, among other things, that the defendants breached their fiduciary duties to shareholders by their gross mismanagement of the NND Project, were unjustly enriched by the bonuses they were paid in connection with the project and breached their fiduciary duties to secure and obtain the best price for the sale of SCANA. Also in May 2019, the case was removed to the U.S. District Court of South Carolina by the non-South Carolina defendants. In June 2019, the plaintiffs filed a motion to remand the case to state court. In January 2020, the case was remanded to state court. In February 2020, the defendants filed a motion to dismiss. This case is pending.

Employment Class Actions and Indemnification

In August 2017, a case was filed in the U.S. District Court for the District of South Carolina on behalf of persons who were formerly employed at the NND Project. In July 2018, the court certified this case as a class action. In February 2019, certain of these plaintiffs filed an additional case, which case has been dismissed and the plaintiffs have joined the case filed August 2017. The plaintiffs allege, among other things, that SCANA, DESC, Fluor Corporation and Fluor Enterprises, Inc. violated the Worker Adjustment and Retraining Notification Act in connection with the decision to stop construction at the NND Project. The plaintiffs allege that the defendants failed to provide adequate advance written notice of their terminations of employment and are seeking damages, which could be as much as $100 million for 100% of the NND Project.

In September 2018, a case was filed in the State Court of Common Pleas in Fairfield County, South Carolina by Fluor Enterprises, Inc. and Fluor Daniel Maintenance Services, Inc. against DESC and Santee Cooper. The plaintiffs make claims for indemnification, breach of contract and promissory estoppel arising from, among other things, the defendants' alleged failure and refusal to defend and indemnify the Fluor defendants in the aforementioned case. These cases are pending.

FILOT Litigation and Related Matters

In November 2017, Fairfield County filed a complaint and a motion for temporary injunction against DESC in the State Court of Common Pleas in Fairfield County, South Carolina, making allegations of breach of contract, fraud, negligent misrepresentation, breach of fiduciary duty, breach of implied duty of good faith and fair dealing and unfair trade practices related to DESC’s termination of the FILOT agreement between DESC and Fairfield County related to the NND Project. The plaintiff sought a temporary and permanent injunction to prevent DESC from terminating the FILOT agreement. The plaintiff withdrew the motion for temporary injunction in December 2017. This case is pending.

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. DESC has protested the proposed assessment, which remains pending.

In September and October 2017, SCANA was served with subpoenas issued by the U.S. Attorney’s Office for the District of South Carolina and the Staff of the SEC’s Division of Enforcement seeking documents related to the NND Project. In February 2020, the SEC filed a complaint against SCANA, two of its former executive officers and DESC in the U.S. District Court for the District of South Carolina alleging that the defendants violated federal securities laws by making false and misleading statements about the NND Project. In April 2020, SCANA and DESC reached an agreement in principle with the Staff of the SEC’s Division of Enforcement to settle, without admitting or denying the allegations in the complaint. The Staff of the SEC’s Division of Enforcement has not yet presented the proposed settlement to the SEC. The agreement in principle would, among other things, require SCANA to pay a civil monetary penalty totaling $25 million, and SCANA and DESC to pay disgorgement and prejudgment interest totaling $112.5 million, which disgorgement and prejudgment interest amount will be deemed satisfied by the settlements in the SCANA Securities Class Action and the DESC Ratepayer Case. The proposed settlement is contingent on the review and approval of final documentation by SCANA, DESC and the Staff of the SEC’s Division of Enforcement and is subject to approval by the SEC and the U.S. District Court for the District of South Carolina. In June 2020, the U.S. Attorney’s Office for the District of South Carolina filed a motion to intervene and stay the SEC civil action, which the court granted. The stay is currently in effect but does not preclude the SEC’s Division of Enforcement from presenting the proposed settlement with SCANA and DESC to the SEC. This matter is pending.

In addition, the South Carolina Law Enforcement Division is conducting a criminal investigation into the handling of the NND Project by SCANA and DESC. Dominion Energy is cooperating fully with the investigations by the U.S. Attorney’s Office and the South Carolina Law Enforcement Division, including responding to additional subpoenas and document requests. Dominion Energy has also entered into a cooperation agreement with the U.S. Attorney’s Office and the South Carolina Attorney General’s Office. The cooperation agreement provides that in consideration of its full cooperation with these investigations to the satisfaction of both agencies, neither such agency will criminally prosecute or bring any civil action against Dominion Energy or any of its current, previous, or future direct or indirect subsidiaries related to the NND Project. A former executive officer of SCANA entered a plea agreement with the U.S. Attorney’s Office and the South Carolina Attorney General’s Office in June 2020 and entered a guilty plea with the U.S. District Court for the District of South Carolina in July 2020. These matters are pending.

Other Litigation

In December 2018, arbitration proceedings commenced between DESC and Cameco Corporation related to a supply agreement signed in May 2008. This agreement provides the terms and conditions under which DESC agreed to purchase uranium hexafluoride from Cameco Corporation over a period from 2010 to 2020. Cameco Corporation alleges that DESC violated this agreement by failing to purchase the stated quantities of uranium hexafluoride for the 2017 and 2018 delivery years. DESC denies that it is in breach of the agreement and believes that it has reduced its purchase quantity within the terms of the agreement. This matter is pending.

Abandoned NND Project

DESC, for itself and as agent for Santee Cooper, entered into an engineering, construction and procurement contract with Westinghouse and WECTEC in 2008 for the design and construction of the NND Project, of which DESC’s ownership share is 55%. Various difficulties were encountered in connection with the project. The ability of Westinghouse and WECTEC to adhere to

established budgets and construction schedules was affected by many variables, including unanticipated difficulties encountered in connection with project engineering and the construction of project components, constrained financial resources of the contractors, regulatory, legal, training and construction processes associated with securing approvals, permits and licenses and necessary amendments to them within projected time frames, the availability of labor and materials at estimated costs and the efficiency of project labor. There were also contractor and supplier performance issues, difficulties in timely meeting critical regulatory requirements, contract disputes, and changes in key contractors or subcontractors. These matters preceded the filing for bankruptcy protection by Westinghouse and WECTEC in March 2017, and were the subject of comprehensive analyses performed by SCANA and Santee Cooper.

Based on the results of SCANA’s analysis, and in light of Santee Cooper's decision to suspend construction on the NND Project, in July 2017, SCANA determined to stop the construction of the units and to pursue recovery of costs incurred in connection with the construction under the abandonment provisions of the Base Load Review Act or through other means. This decision by SCANA became the focus of numerous legislative, regulatory and legal proceedings. Some of these proceedings remain unresolved and are described above.

In September 2017, DESC, for itself and as agent for Santee Cooper, filed with the U.S. Bankruptcy Court for the Southern District of New York Proofs of Claim for unliquidated damages against each of Westinghouse and WECTEC. These Proofs of Claim were based upon the anticipatory repudiation and material breach by Westinghouse and WECTEC of the contract, and assert against Westinghouse and WECTEC any and all claims that are based thereon or that may be related thereto.

Westinghouse’s reorganization plan was confirmed by the U.S. Bankruptcy Court for the Southern District of New York and became effective in August 2018. In connection with the effectiveness of the reorganization plan, the contract associated with the NND Project was deemed rejected. DESC is contesting approximately $285 million of filed liens in Fairfield County, South Carolina. Most of these asserted liens are claims that relate to work performed by Westinghouse subcontractors before the Westinghouse bankruptcy, although some of them are claims arising from work performed after the Westinghouse bankruptcy.

Westinghouse has indicated that some unsecured creditors have sought or may seek amounts beyond what Westinghouse allocated when it submitted its reorganization plan to the U.S. Bankruptcy Court for the Southern District of New York. If any unsecured creditor is successful in its attempt to include its claim as part of the class of general unsecured creditors beyond the amounts in the bankruptcy reorganization plan allocated by Westinghouse, it is possible that the reorganization plan will not provide for payment in full or nearly in full to its pre-petition trade creditors. The shortfall could be significant.

DESC and Santee Cooper were responsible for amounts owed to Westinghouse for valid work performed by Westinghouse subcontractors on the NND Project after the Westinghouse bankruptcy filing until termination of the interim assessment agreement. In December 2019, DESC and Santee Cooper entered into a confidential settlement agreement with W Wind Down Co LLC resolving claims relating to the interim assessment agreement.

Further, some Westinghouse subcontractors who have made claims against Westinghouse in the bankruptcy proceeding also filed against DESC and Santee Cooper in South Carolina state court for damages. Many of these claimants have also asserted construction liens against the NND Project site. DESC also intends to oppose these claims and liens. With respect to claims of Westinghouse subcontractors, DESC believes there were sufficient amounts previously funded during the interim assessment agreement period to pay such validly asserted claims. With respect to the Westinghouse subcontractor claims which relate to other periods, DESC understands that such claims will be paid pursuant to Westinghouse’s confirmed bankruptcy reorganization plan. DESC further understands that the amounts paid under the plan may satisfy such claims in full. Therefore, DESC believes that the Westinghouse subcontractors may be paid substantially (and potentially in full) by Westinghouse. While Dominion Energy cannot be assured that it will not have any exposure on account of unpaid Westinghouse subcontractor claims, which DESC is presently disputing, Dominion Energy believes it is unlikely that it will be required to make payments on account of such claims.

Nuclear Matters

In March 2011, a magnitude 9.0 earthquake and subsequent tsunami caused significant damage at the Fukushima Daiichi nuclear power station in northeast Japan. These events resulted in significant nuclear safety reviews by the NRC and industry groups such as the Institute of Nuclear Power Operations. Like other U.S. nuclear operators, Dominion Energy has gathered supporting data and participated in industry initiatives focused on the ability to respond to and mitigate the consequences of, design-basis and beyond-design-basis events at its stations.

In July 2011, an NRC task force provided initial recommendations based on its review of the Fukushima Daiichi accident and in October 2011 the NRC staff prioritized these recommendations into Tiers 1, 2 and 3. Tier 1 recommendations consisted of actions which the NRC staff determined should be started without unnecessary delay. Tier 2 and 3 items consisted of items which could not be

initiated in the near term because of resource restraints, the need for further technical assessment, or were dependent on activities related to the higher priority Tier 1 issues. In December 2011, the NRC Commissioners approved the agency staff’s prioritization and recommendations, and that same month an appropriations act directed the NRC to require reevaluation of external hazards (not limited to seismic and flooding hazards) as soon as possible.

Based on the prioritized recommendations, in March 2012, the NRC issued orders and information requests requiring specific reviews and actions to all operating reactor licensees, construction permit holders and combined license holders based on the lessons learned from the Fukushima Daiichi event. The orders applicable to Dominion Energy requiring implementation of safety enhancements related to mitigation strategies for responding to extreme natural events resulting in the loss of power at plants, and enhancing spent fuel pool instrumentation have been implemented. The information requests issued by the NRC requested each reactor licensee to reevaluate the seismic and external flooding hazards at their facility using present-day methods and information, conduct walkdowns of their facility to ensure protection against these hazards in their current design basis, and to reevaluate their emergency communications systems and staffing levels. The walkdowns of each unit have been completed, audited by the NRC and found to be adequate. Reevaluation of the emergency communications systems and staffing levels was completed as part of the effort to comply with the orders. Reevaluation of the seismic hazards is complete and final with NRC acceptance received for all Dominion Energy facilities. Reevaluation of the external flooding hazards is complete for all Dominion Energy facilities. The NRC approved the external flooding hazards for Surry in May 2020 and Millstone in August 2020. The Companies do not currently expect that compliance with the NRC’s information requests will materially impact their financial position, results of operations or cash flows during the implementation period. The NRC staff has resolved the Tier 2 and Tier 3 recommendations and no additional future actions on the part of Dominion Energy are anticipated with respect to these recommendations. Therefore, the Companies do not expect material financial impacts related to compliance with Tier 2 and Tier 3 recommendations.

Nuclear Operations

Nuclear Insurance

During the second quarter of 2020, the total liability protection per nuclear incident available to all participants in the Secondary Financial Protection Program decreased from $13.9 billion to $13.8 billion. This decrease does not impact Dominion Energy’s responsibility per active unit under the Price-Anderson Amendments Act of 1988.

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, 2019, 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.

In June 2018, a lawsuit for Kewaunee was filed in the U.S. Court of Federal Claims for recovery of spent nuclear fuel storage costs incurred after 2013. In March 2019, Dominion Energy amended its filing for recovery of spent nuclear fuel storage to include costs incurred for the year ended December 31, 2018. This matter is pending.

Guarantees, Surety Bonds and Letters of Credit

Dominion Energy’s guarantee agreement to support a portion of Atlantic Coast Pipeline’s obligation under a revolving credit facility is described in Note 10. In addition, at September 30, 2020, Dominion Energy had issued an additional $10 million of guarantees, primarily to support third parties. No amounts related to the other guarantees have been recorded.

Dominion Energy also 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, 2020, Dominion Energy had issued the following subsidiary guarantees:

	Maximum Exposure
(millions)
Commodity transactions⁽¹⁾	$	2,220
Nuclear obligations⁽²⁾		224
Cove Point⁽³⁾		1,900
Solar⁽⁴⁾		453
Other⁽⁵⁾		920
Total⁽⁶⁾	$	5,717

(1)	Guarantees related to commodity commitments of certain subsidiaries. These guarantees were provided to counterparties in order to facilitate physical and financial transaction related commodities and services.

(2)	Guarantees primarily related to certain DGI subsidiaries regarding all aspects of running a nuclear facility.

(3)

Guarantees related to Cove Point, in support of terminal services, transportation and construction. Cove Point has two guarantees that have no maximum limit and, therefore, are not included in this amount. As discussed in Note 3, in November 2020 Cove Point became an equity method investment of Dominion Energy.

(4)	Includes guarantees to facilitate the development of solar projects. Also includes guarantees entered into by DGI on behalf of certain subsidiaries to facilitate the acquisition and development of solar projects.

(5)	Guarantees related to other miscellaneous contractual obligations such as leases, environmental obligations, construction projects and insurance programs. Due to the uncertainty of workers’ compensation claims, the parental guarantee has no stated limit.

(6)	Excludes Dominion Energy's guarantees for the new corporate office properties discussed in Note 15 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2019 and in Note 14 in this report.

Additionally, at September 30, 2020, Dominion Energy had purchased $156 million of surety bonds, including $90 million at Virginia Power, and authorized the issuance of letters of credit by financial institutions of $96 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, 2019

At September 30, 2020, Dominion Energy’s gross credit exposure related to energy marketing and price risk management activities totaled $160 million. Of this amount, investment grade counterparties, including those internally rated, represented 94%. No single counterparty, whether investment grade or non-investment grade, exceeded $42 million of exposure. At September 30, 2020, Virginia Power’s exposure related to wholesale customers totaled $10 million. Of this amount, investment grade counterparties, including those internally rated, represented 93%. No single counterparty, whether investment grade or non-investment grade, exceeded $3 million of exposure.

Credit-Related Contingent Provisions

The majority of Dominion Energy’s derivative instruments contain credit-related contingent provisions. These provisions require Dominion Energy 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 as of September 30, 2020 and December 31, 2019, Dominion Energy would have been required to post $13 million and $10 million, respectively, of additional collateral to its counterparties. 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 had posted $1 million of collateral at September 30, 2020 related to derivatives with credit-related contingent provisions that are in a liability position and not fully collateralized with cash and had posted no collateral at December 31, 2019. 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 was $14 million and $10 million at September 30, 2020 and December 31, 2019, respectively, which does not include the impact of any offsetting asset positions.

If the credit-related contingent features underlying these instruments that are in a liability position and not fully collateralized with cash were fully triggered as of September 30, 2020 and December 31, 2019, Virginia Power would have been required to post an additional $1 million and $8 million, respectively, of collateral to its counterparties.

See Note 9 for further information about derivative instruments.

Note 19. Related-Party Transactions

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. Dominion Energy’s transactions with equity method investments are described in Note 10. A discussion of significant related-party transactions follows.

Virginia Power

Transactions with Affiliates

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, 2020, Virginia Power’s derivative assets and liabilities with affiliates were $11 million and $7 million, respectively. At December 31, 2019, Virginia Power’s derivative assets and liabilities with affiliates were $3 million and $53 million, respectively. See Note 9 for more 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, 2019. In August 2020, Virginia Power made a payment to Dominion Energy for $313 million related to its participation in the Dominion Energy Pension Plan. At September 30, 2020 and December 31, 2019, 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 $556 million and $782 million, respectively. At September 30, 2020 and December 31, 2019, 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 $334 million and $287 million, respectively.

DES and other affiliates provide accounting, legal, finance and certain administrative and technical services 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:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
(millions)
Commodity purchases from affiliates	$	135	$	170	$	450	$	561
Services provided by affiliates⁽¹⁾		108		107		343		387
Services provided to affiliates		5		5		14		19

(1)	Includes capitalized expenditures of $39 million and $33 million for the three months ended September 30, 2020 and 2019, respectively, and $107 million and $100 million for the nine months ended September 30, 2020 and 2019, respectively.

Virginia Power has borrowed funds from Dominion Energy under short-term borrowing arrangements. There were $230 million and $107 million in short-term demand note borrowings from Dominion Energy as of September 30, 2020 and December 31, 2019, respectively. Virginia Power had no outstanding borrowings, net of repayments, under the Dominion Energy money pool for its nonregulated subsidiaries as of September 30, 2020 and December 31, 2019. Interest charges related to Virginia Power’s borrowings from Dominion Energy were immaterial for the three and nine months ended September 30, 2020 and 2019.

There were no issuances of Virginia Power’s common stock to Dominion Energy for the three and nine months ended September 30, 2020 and 2019.

Note 20. Employee Benefit Plans

Dominion Energy

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 $3 million and $12 million for the three and nine months ended September 30, 2020, respectively, and $4 million and $12 million for the three and nine months ended September 30, 2019, respectively, presented in discontinued operations. The non-service cost components of net period benefit (credit) cost are reflected in other income in Dominion Energy’s Consolidated Statements of Income. The components of Dominion Energy’s provision for net periodic benefit cost (credit) are as follows:

	Pension Benefits						Other Postretirement Benefits
	2020			2019			2020			2019
(millions)
Three Months Ended September 30,
Service cost	$	45		$	41		$	8		$	7
Interest cost		82			97			15			17
Expected return on plan assets		(197	)		(177	)		(39	)		(37	)
Amortization of prior service cost (credit)		(1	)		—			(12	)		(13	)
Amortization of net actuarial loss		58			42			1			2
Settlements and curtailments⁽¹⁾		3			2			—			—
Net periodic benefit cost (credit)	$	(10	)	$	5		$	(27	)	$	(24	)
Nine Months Ended September 30,
Service cost	$	131		$	121		$	22		$	20
Interest cost		263			296			45			51
Expected return on plan assets		(582	)		(530	)		(117	)		(105	)
Amortization of prior service cost (credit)		—			1			(37	)		(39	)
Amortization of net actuarial loss		155			124			4			9
Settlements and curtailments⁽¹⁾		5			75			—			42
Net periodic benefit cost (credit)	$	(28	)	$	87		$	(83	)	$	(22	)

(1) 2019 amounts relate primarily to a voluntary retirement program.

In October 2020, Dominion Energy reached an agreement with a collective bargaining unit to merge a portion of a pension plan sponsored by Dominion Energy into the Dominion Energy Pension Plan. As a condition to this agreement, Dominion Energy will provide certain benefits to the retirees represented by the collective bargaining unit and expects to record a charge of $25 million ($19 million after-tax) in the fourth quarter of 2020.

Voluntary Retirement Program

In March 2019, the Companies announced a voluntary retirement program to employees that meet certain age and service requirements. In the second quarter of 2019, upon the determinations made concerning the number of employees that elected to participate in the program, Dominion Energy recorded a charge of $423 million ($316 million after-tax) included within other operations and maintenance expense ($247 million), other taxes ($21 million), other income ($111 million) and discontinued operations ($44 million) and Virginia Power recorded a charge of $194 million ($144 million after-tax) included within other operations and maintenance expense ($186 million) and other taxes ($8 million) in their respective Consolidated Statements of Income. See Note 22 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2019 for more information.

Pension Remeasurement

In the third quarter of 2020, Dominion Energy remeasured certain pension plans due to a curtailment resulting from entering an agreement to sell substantially all of its gas transmission and storage operations to BHE. The remeasurement resulted in an increase in the pension benefit obligation of $497 million and a decrease in the fair value of the pension plan assets of $87 million. The impact of the remeasurement on net periodic pension benefit cost (credit) was recognized prospectively from the remeasurement date. The remeasurement is expected to increase the net periodic benefit credit by approximately $4 million for the year ending December 31, 2020, excluding the impacts of curtailments. The discount rate used for the remeasurement was 3.11% - 3.16% with all other assumptions used for the remeasurement consistent with the measurement as of December 31, 2019.

Employer Contributions

During the nine months ended September 30, 2020, Dominion Energy made no contributions to its qualified defined benefit pension plans or other postretirement benefit plans. Dominion Energy expects to utilize $250 million of the proceeds from the GT&S Transaction to contribute to its qualified defined benefit pension plans by the end of 2020. Dominion Energy does not expect to make any contributions to VEBAs associated with its other postretirement plans in 2020.

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	Dominion Energy	Virginia Power
Dominion Energy Virginia	Regulated electric distribution	X	X
	Regulated electric transmission	X	X
	Regulated electric generation fleet⁽¹⁾	X	X
Gas Distribution	Regulated gas distribution and storage⁽²⁾	X
Dominion Energy South Carolina	Regulated electric distribution	X
	Regulated electric transmission	X
	Regulated electric generation fleet	X
	Regulated gas distribution and storage	X
Contracted Assets	Merchant electric generation fleet	X
	Noncontrolling interest in Cove Point	X

(1)	Includes Virginia Power’s nonjurisdictional generation operations.

(2) Includes Wexpro’s gas development and production operations.

In addition to the operating segments above, the Companies also report a Corporate and Other segment.

Dominion Energy

The Corporate and Other Segment of Dominion Energy includes its corporate, service company and other functions (including unallocated debt) as well as nonregulated retail energy marketing operations, including Dominion Energy’s noncontrolling interest in Wrangler. 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 as well as the net impact of the gas transmission and storage operations held in discontinued operations, which are discussed in Note 3.

In the nine months ended September 30, 2020, Dominion Energy reported after-tax net expenses of $3.4 billion for specific items in the Corporate and Other segment, with $1.3 billion of net expenses attributable to its operating segments. In the nine months ended September 30, 2019, Dominion Energy reported after-tax net expenses of $1.7 billion for specific items in the Corporate and Other segment, with $1.8 billion of net expenses attributable to its operating segments.

The net expense for specific items attributable to Dominion Energy’s operating segments in 2020 primarily related to the impact of the following items:

•	A $751 million ($564 million after-tax) charge primarily related to the planned early retirement of certain Virginia Power electric generation facilities, attributable to Dominion Energy Virginia;

•	A $405 million ($298 million after-tax) charge associated with certain merchant solar generation facilities, attributable to Contracted Assets;

•	A $221 million ($171 million after-tax) charge associated with the sale of Fowler Ridge, attributable to Contracted Assets; and

•	A $200 million ($149 million after-tax) charge for the expected customer credit reinvestment offset to be provided to Virginia retail electric utility customers under the GTSA, attributable to Dominion Energy Virginia.

The net expense for specific items attributable to Dominion Energy’s operating segments in 2019 primarily related to the impact of the following items:

•	A $1.0 billion ($756 million after-tax) charge for refunds of amounts previously collected from retail electric customers of DESC for the NND Project, attributable to Dominion Energy South Carolina;

•	$408 million ($306 million after-tax) of merger and integration-related costs associated with the SCANA Combination, including a $394 million ($295 million after-tax) charge related to a voluntary retirement program, attributable to:

•

Dominion Energy Virginia ($149 million after-tax);

•

Gas Distribution ($55 million after-tax);

•

Dominion Energy South Carolina ($64 million after-tax) and;

•

Contracted Assets ($38 million after-tax).

•	A $369 million ($275 million after-tax) charge related to the early retirement of certain Virginia Power electric generation facilities, attributable to Dominion Energy Virginia;

•	$278 million ($209 million after-tax) of charges associated with litigation acquired in the SCANA Combination, attributable to Dominion Energy South Carolina;

•	A $198 million tax charge for $264 million of income tax-related regulatory assets acquired in the SCANA Combination for which Dominion Energy committed to forgo recovery, attributable to Dominion Energy South Carolina;

•	A $160 million ($119 million after-tax) charge related to Virginia Power’s planned early retirement of certain automated meter reading infrastructure, attributable to Dominion Energy Virginia;

•	A $135 million ($100 million after-tax) charge related to Virginia Power’s contract termination with a non-utility generator, attributable to Dominion Energy Virginia; and

•	A $114 million ($86 million after-tax) charge for property, plant and equipment acquired in the SCANA Combination primarily for which Dominion Energy committed to forego recovery, attributable to Dominion Energy South Carolina; partially offset by

•	A $364 million ($272 million after-tax) net gain related to investments in nuclear decommissioning trust funds, attributable to:

•

Contracted Assets ($238 million after-tax) and;

•

Dominion Energy Virginia ($34 million after-tax); and

•	A $113 million ($84 million after-tax) benefit from the revision of future ash pond and landfill closure costs as a result of Virginia legislation enacted in March 2019, attributable to Dominion Energy Virginia.

In September 2020, Dominion Energy updated its segments. The historical information presented herein has been recast to reflect the current segment presentation. The following table presents segment information pertaining to Dominion Energy’s operations:

	Dominion Energy Virginia			Gas Distribution		Dominion Energy South Carolina		Contracted Assets		Corporate and Other			Adjustments & Eliminations			Consolidated Total
(millions)
Three Months Ended September 30, 2020
Total revenue from external customers	$	2,257		$	311	$	758	$	288	$	(11	)	$	9		$	3,612
Intersegment revenue		(3	)		3		1		13		233			(252	)		(5	)
Total operating revenue		2,254			314		759		301		222			(243	)		3,607
Net income (loss) from discontinued operations		—			—		—		51		(32	)		—			19
Net income (loss) attributable to Dominion Energy		613			64		157		112		(590	)		—			356
Three Months Ended September 30, 2019
Total revenue from external customers	$	2,275		$	321	$	792	$	260	$	124		$	12		$	3,784
Intersegment revenue		(6	)		6		1		11		225			(239	)		(2	)
Total operating revenue		2,269			327		793		271		349			(227	)		3,782
Net income from discontinued operations		—			—		—		38		—			—			38
Net income attributable to Dominion Energy		629			43		166		86		51			—			975
Nine Months Ended September 30, 2020
Total revenue from external customers	$	6,013		$	1,597	$	2,105	$	810	$	112		$	36		$	10,673
Intersegment revenue		(10	)		9		3		36		703			(763	)		(22	)
Total operating revenue		6,003			1,606		2,108		846		815			(727	)		10,651
Net income (loss) from discontinued operations		—			—		—		153		(1,906	)		—			(1,753	)
Net income (loss) attributable to Dominion Energy		1,479			375		326		295		(3,558	)		—			(1,083	)
Nine Months Ended September 30, 2019
Total revenue from external customers	$	6,219		$	1,635	$	2,182	$	816	$	(409	)	$	62		$	10,505
Intersegment revenue		(10	)		13		3		62		832			(899	)		1
Total operating revenue		6,209			1,648		2,185		878		423			(837	)		10,506
Net income from discontinued operations		—			—		—		133		393			—			526
Net income (loss) attributable to Dominion Energy		1,383			314		332		296		(1,976	)		—			349

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.

Virginia Power

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. As discussed in Note 1 in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2019, in December 2019, Virginia Power realigned its segments which resulted in the formation of one primary operating segment. The information for the nine months ended September 30, 2019 presented herein has been recast to reflect the current segment presentation.

In the nine months ended September 30, 2020, Virginia Power reported after-tax net expenses of $815 million for specific items in the Corporate and Other segment, all of which was attributable to its operating segment. In the nine months ended September 30, 2019, Virginia Power reported after-tax expense of $673 million for specific items in the Corporate and Other segment, with $653 million of net expenses attributable to its operating segment.

The net expense for specific items attributable to Virginia Power’s operating segment in 2020 primarily related to a $751 million ($559 million after-tax) charge related to the planned early retirement of certain electric generation facilities and a $200 million ($149

million after-tax) charge for the expected customer credit reinvestment offset to be provided to Virginia retail electric utility customers under the GTSA.

The net expenses for specific items in 2019 primarily related to the impact of the following items:

•	A $369 million ($275 million after-tax) charge related to the early retirement of certain electric generation facilities;

•	A $197 million ($146 million after-tax) charge related to a voluntary retirement program;

•	A $160 million ($119 million after-tax) charge related to the planned early retirement of certain automated meter reading infrastructure;

•	A $135 million ($100 million after-tax) charge related to a contract termination with a non-utility generator; and

•	A $62 million ($46 million after-tax) charge related the abandonment of a project at an electric generating facility; partially offset by

•	A $113 million ($84 million after-tax) benefit from the revision of future ash pond and landfill closure costs as a result of Virginia legislation enacted in March 2019.

The following table presents segment information pertaining to Virginia Power’s operations:

	Dominion Energy Virginia		Corporate and Other			Consolidated Total
(millions)
Three Months Ended September 30, 2020
Operating revenue	$	2,248	$	—		$	2,248
Net income (loss)		615		(140	)		475
Three Months Ended September 30, 2019
Operating revenue	$	2,264	$	—		$	2,264
Net income (loss)		628		(26	)		602
Nine Months Ended September 30, 2020
Operating revenue	$	5,983	$	—		$	5,983
Net income (loss)		1,477		(792	)		685
Nine Months Ended September 30, 2019
Operating revenue	$	6,196	$	(29	)	$	6,167
Net income (loss)		1,379		(657	)		722

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

•	Accounting Matters – Dominion Energy

•	Dominion Energy

•

Results of Operations

•

Segment Results of Operations

•	Virginia Power

•

Results of Operations

•	Liquidity and Capital Resources – Dominion Energy

•	Future Issues and Other Matters – Dominion Energy

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 “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:

•	Unusual weather conditions and their effect on energy sales to customers and energy commodity prices;

•	Extreme weather events and other natural disasters, including, but not limited to, hurricanes, high winds, severe storms, earthquakes, flooding, climate changes and changes in water temperatures and availability that can cause outages and property damage to facilities;

•	The impact of extraordinary external events, such as the current pandemic health event resulting from COVID-19, and their collateral consequences, including extended disruption of economic activity in our markets;

•	Federal, state and local legislative and regulatory developments, including changes in federal and state tax laws and regulations;

•	Risks of operating businesses in regulated industries that are subject to changing regulatory structures;

•	Changes to regulated electric rates collected by the Companies and regulated gas distribution, transportation and storage rates collected by Dominion Energy;

•	Changes in rules for RTOs and ISOs in which the Companies join and/or participate, including changes in rate designs, changes in FERC’s interpretation of market rules and new and evolving capacity models;

•	Risks associated with Virginia Power’s membership and participation in PJM, including risks related to obligations created by the default of other participants;

•	Risks associated with entities in which Dominion Energy shares ownership with third parties, including risks that result from lack of sole decision making authority, disputes that may arise between Dominion Energy and third party participants and difficulties in exiting these arrangements;

•	Changes in future levels of domestic and international natural gas production, supply or consumption;

•	Impacts to Dominion Energy’s noncontrolling interest in Cove Point from fluctuations in future volumes of LNG imports or exports from the U.S. and other countries worldwide or demand for, purchases of, and prices related to natural gas or LNG;

•	Timing and receipt of regulatory approvals necessary for planned construction or growth projects and compliance with conditions associated with such regulatory approvals;

•	The inability to complete planned construction, conversion or growth projects at all, or with the outcomes or within the terms and time frames initially anticipated, including as a result of increased public involvement, intervention or litigation in such projects;

•	Changes to federal, state and local environmental laws and regulations, including those related to climate change, the tightening of emission or discharge limits for GHGs and other substances, more extensive permitting requirements and the regulation of additional substances;

•	Cost of environmental compliance, including those costs related to climate change;

•	Changes in implementation and enforcement practices of regulators relating to environmental standards and litigation exposure for remedial activities;

•	Difficulty in anticipating mitigation requirements associated with environmental and other regulatory approvals or related appeals;

•	Unplanned outages at facilities in which the Companies have an ownership interest;

•	The impact of operational hazards, including adverse developments with respect to pipeline and plant safety or integrity, equipment loss, malfunction or failure, operator error and other catastrophic events;

•	Risks associated with the operation of nuclear facilities, including costs associated with the disposal of spent nuclear fuel, decommissioning, plant maintenance and changes in existing regulations governing such facilities;

•	Changes in operating, maintenance and construction costs;

•	Domestic terrorism and other threats to the Companies’ physical and intangible assets, as well as threats to cybersecurity;

•

Additional competition in industries in which the Companies operate, including in electric markets in which Dominion Energy’s merchant generation facilities operate and potential competition from the development and deployment of alternative energy sources, such as self-generation and distributed generation technologies, and availability of market alternatives to large commercial and industrial customers;

•	Competition in the development, construction and ownership of certain electric transmission facilities in the Companies’ service territory in connection with Order 1000;

•	Changes in technology, particularly with respect to new, developing or alternative sources of generation and smart grid technologies;

•

Changes in demand for the Companies’ services, including industrial, commercial and residential growth or decline in the Companies’ service areas, changes in supplies of natural gas delivered to Dominion Energy’s pipeline system, failure to maintain or replace customer contracts on favorable terms, changes in customer growth or usage patterns, including as a result of energy conservation programs, the availability of energy efficient devices and the use of distributed generation methods;

•	Receipt of approvals for, and timing of, closing dates for acquisitions and divestitures;

•	Impacts of acquisitions, divestitures, transfers of assets to joint ventures and retirements of assets based on asset portfolio reviews;

•	The expected timing and likelihood of completion of the Q-Pipe Transaction, including the ability to obtain the requisite regulatory approvals and the terms and conditions of such regulatory approvals;

•	Adverse outcomes in litigation matters or regulatory proceedings, including matters acquired in the SCANA Combination;

•	Counterparty credit and performance risk;

•	Fluctuations in the value of investments held in nuclear decommissioning trusts by the Companies and in benefit plan trusts by Dominion Energy;

•	Fluctuations in energy-related commodity prices and the effect these could have on Dominion Energy’s earnings and the Companies’ liquidity position and the underlying value of their assets;

•	Fluctuations in interest rates;

•	Changes in rating agency requirements or credit ratings and their effect on availability and cost of capital;

•	Global capital market conditions, including the availability of credit and the ability to obtain financing on reasonable terms;

•	Political and economic conditions, including inflation and deflation;

•	Employee workforce factors including collective bargaining agreements and labor negotiations with union employees; and

•	Changes in financial or regulatory accounting principles or policies imposed by governing bodies.

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, 2019 and Part II. Item 1A. Risk Factors in the Companies’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

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

Critical Accounting Policies and Estimates

As of September 30, 2020, 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, 2019. The policies disclosed included the accounting for regulated operations, AROs, income taxes, derivative contracts and financial instruments at fair value, impairment testing of goodwill, long-lived assets and equity method investments and employee benefit plans.

Dominion Energy

Results of Operations

Presented below is a summary of Dominion Energy’s consolidated results:

	2020			2019		$ Change
(millions, except EPS)
Third Quarter
Net income attributable to Dominion Energy	$	356		$	975	$	(619	)
Diluted EPS		0.41			1.17		(0.76	)
Year-To-Date
Net income (loss) attributable to Dominion Energy	$	(1,083	)	$	349	$	(1,432	)
Diluted EPS		(1.38	)		0.42		(1.80	)

Overview

Third Quarter 2020 vs. 2019

Net income attributable to Dominion Energy decreased 63%, primarily due to an impairment charge associated with interests in certain merchant solar generation facilities, a contract termination charge in connection with the sale of Fowler Ridge and a charge for benefits expected to be provided to retail electric customers in Virginia through the use of a customer credit reinvestment offset in accordance with the GTSA. These decreases were partially offset by an increase in net investment earnings on nuclear decommissioning trust funds.

Year-To-Date 2020 vs. 2019

Net income attributable to Dominion Energy decreased $1.4 billion, primarily due to charges presented in discontinued operations associated with the cancellation of the Atlantic Coast Pipeline Project and related portions of the Supply Header Project, a decrease in net investment earnings on nuclear decommissioning trust funds, an increase in charges associated with the planned early retirements of certain electric generation facilities in Virginia, an impairment charge associated with interests in certain merchant solar generation facilities, a contract termination charge in connection with the sale of Fowler Ridge and a charge for benefits expected to be provided to retail electric customers in Virginia through the use of a customer credit reinvestment offset in accordance with the GTSA. These increases in net loss were partially offset by the absence of charges for refunds of amounts previously collected from retail electric customers of DESC for the NND Project and for certain regulatory assets and property, plant and equipment acquired in the SCANA Combination for which Dominion Energy committed to forgo recovery, the planned early retirement of certain Virginia Power automated meter reading infrastructure and a voluntary retirement program and a decrease in charges associated with litigation acquired in the SCANA Combination.

Analysis of Consolidated Operations

Presented below are selected amounts related to Dominion Energy’s results of operations:

	Third Quarter									Year-To-Date
	2020			2019			$ Change			2020			2019		$ Change
(millions)
Operating revenue	$	3,607		$	3,782		$	(175	)	$	10,651		$	10,506	$	145
Electric fuel and other energy-related purchases		594			769			(175	)		1,758			2,250		(492	)
Purchased electric capacity		23			11			12			36			74		(38	)
Purchased gas		37			158			(121	)		561			1,120		(559	)
Net revenue		2,953			2,844			109			8,296			7,062		1,234
Other operations and maintenance		977			867			110			2,720			2,824		(104	)
Depreciation, depletion and amortization		595			586			9			1,751			1,713		38
Other taxes		203			202			1			663			698		(35	)
Impairment of assets and other charges		1,151			85			1,066			1,963			1,219		744
Other income		281			129			152			327			526		(199	)
Interest and related charges		306			370			(64	)		1,136			1,133		3
Income tax expense (benefit)		(110	)		(84	)		(26	)		(123	)		161		(284	)
Net income (loss) from discontinued operations including noncontrolling interests		19			38			(19	)		(1,753	)		526		(2,279	)
Noncontrolling interests		(225	)		10			(235	)		(157	)		17		(174	)

An analysis of Dominion Energy’s results of operations follows:

Third Quarter 2020 vs. 2019

Net revenue increased 4%, primarily due to an increase from Virginia Power rate adjustment clauses ($133 million), partially offset by a decrease in sales to electric utility retail customers from a decrease in cooling degree days during the cooling season ($16 million) and a decrease as a result of the contribution of SEMI to Wrangler ($15 million).

Other operations and maintenance increased 13%, primarily due to an increase in certain Virginia Power expenditures, which are primarily recovered through state and FERC rates and do not impact net income ($65 million) and an increase in salaries, wages and benefits ($19 million).

Depreciation, depletion and amortization increased 2%, primarily due to various projects being placed into service ($34 million), partially offset by the absence of depreciation from certain electric generation facilities that have been committed to be retired early ($17 million).

Impairment of assets and other charges increased $1.1 billion, primarily due to a charge associated with certain merchant solar generation facilities ($665 million), a contract termination charge in connection with the sale of Fowler Ridge ($221 million), a charge for benefits expected to be provided to retail electric customers in Virginia through the use of a customer credit reinvestment offset in accordance with the GTSA ($200 million), partially offset by the absence of charges related to the abandonment of certain property, plant and equipment ($26 million) and disallowance of Virginia Power state-regulated plant ($21 million).

Other income increased $152 million, primarily due to an increase in net investment earnings on nuclear decommissioning trust funds ($163 million), partially offset by an increase in social justice commitments ($35 million).

Interest and related charges decreased 17%, primarily reflecting a decrease for unrealized gains associated with freestanding derivatives ($56 million), lower interest expense from early redemptions of certain securities in 2019 and 2020 ($11 million) and a reduction in commercial paper borrowings ($11 million), partially offset by increased borrowings in response to COVID-19 ($18 million).

Income tax expense decreased 31%, primarily due to a reduction in consolidated state deferred income taxes associated with gas transmission and storage operations ($45 million), an adjustment to finalize the effects of changes in tax status of certain subsidiaries in connection with the Dominion Energy Gas Restructuring ($24 million), partially offset by income tax expense primarily associated with the impairment of merchant solar generating assets held in partnerships attributable to the noncontrolling interest ($55 million).

Noncontrolling interests decreased $235 million, primarily due to impairments associated with certain merchant solar generation facilities ($267 million), partially offset by the sale of a 25% noncontrolling limited partnership interest in Cove Point to Brookfield in December 2019 ($32 million).

Year-To-Date 2020 vs. 2019

Net revenue increased 17%, primarily reflecting:

•	The absence of a $1.0 billion charge for refunds of amounts previously collected from retail electric customers of DESC for the NND Project;

•	A $359 million increase from Virginia Power rate adjustment clauses; and

•

A $38 million decrease in Virginia Power electric capacity expense related to the annual PJM capacity performance market effective June 2019 ($51 million) and a contract termination with a non-utility generator ($13 million) partially offset by the expiration of various contracts ($18 million) and an increase in expense related to the annual PJM capacity performance market effective June 2020 ($8 million).

These increases were partially offset by:

•	A $99 million decrease in sales to electric utility retail customers from a decrease in cooling degree days during the cooling season ($76 million) and a net decrease in heating degree days during the heating season ($23 million);

•	A $60 million decrease due to unfavorable pricing at Millstone, including the effects of the Millstone 2019 power purchase agreements;

•	A $57 million decrease in sales to electric utility retail customers associated with usage factors impacted by COVID-19; and

•	A $37 million decrease as a result of the contribution of SEMI to Wrangler.

Other operations and maintenance decreased 4%, primarily reflecting:

•	A decrease in merger and integration-related costs associated with the SCANA Combination ($350 million), including the absence of a charge related to a voluntary retirement program ($251 million);

•	A $50 million decrease in salaries, wages and benefits; and

•	A $29 million decrease in outage costs; partially offset by

•	A $120 million increase in certain Virginia Power expenditures, which are primarily recovered through state and FERC rates and do not impact net income;

•	The absence of a benefit from the revision of future ash pond and landfill closure costs as a result of Virginia legislation enacted in March 2019 ($113 million); and

•	A $30 million increase in allowance for credit risk on customer accounts related to the effects of COVID-19.

Depreciation, depletion and amortization increased 2%, primarily due to various projects being placed into service ($93 million) partially offset by the absence of depreciation from certain electric generation facilities that were, or have been committed to be retired early ($42 million) and a decrease reflecting the expected approval of the nuclear plant life extensions from the NRC ($24 million).

Impairment of assets and other charges increased 61%, primarily due to:

•	A $665 million charge associated with certain merchant solar generation facilities;

•	An increase in charges associated with the planned early retirements of certain electric generation facilities in Virginia ($379 million);

•	A $221 million contract termination charge in connection with the sale of Fowler Ridge;

•	A $200 million charge for benefits expected to be provided to retail electric customers in Virginia through the use of a customer credit reinvestment offset in accordance with the GTSA; and

•	An increase in dismantling costs associated with certain Virginia Power electric generation facilities ($30 million); partially offset by

•	A decrease in charges associated with litigation acquired in the SCANA Combination ($272 million);

•	The absence of a $160 million charge related to Virginia Power’s planned early retirement of certain automated meter reading infrastructure;

•	The absence of a $135 million charge related to Virginia Power’s contract termination with a non-utility generator;

•	A decrease in charges for property, plant and equipment acquired in the SCANA Combination for which Dominion Energy committed to forgo recovery ($103 million);

•	The absence of a $62 million charge related to the abandonment of a project at a Virginia Power electric generating facility; and

•	The absence of a $26 million charge for the abandonment of certain property, plant and equipment.

Other income decreased 38%, primarily reflecting a decrease in net investment earnings on nuclear decommissioning trust funds ($320 million), an increase in social justice commitments ($40 million) and charges associated with litigation acquired in the SCANA Combination ($25 million), partially offset by the absence of a charge related to a voluntary retirement program ($111 million) and an increase in non-service components of pension and other postretirement employee benefit plan credits ($24 million).

Interest and related charges remained substantially unchanged, primarily reflecting increased borrowings in response to COVID-19 ($42 million), charges associated with the early redemption of certain securities in the first quarter of 2020 ($25 million) and increases for unrealized losses associated with freestanding derivatives ($21 million), substantially offset by interest expense from early redemptions of certain securities in 2019 and 2020 ($37 million), reductions in commercial paper borrowings ($26 million) and increases in AFUDC from increased construction projects ($22 million).

Income tax expense decreased $284 million, primarily due to a reduction in consolidated state deferred income taxes associated with gas transmission and storage operations ($45 million), an adjustment to finalize the effects of changes in tax status of certain subsidiaries in connection with the Dominion Energy Gas Restructuring ($24 million) and the absence of a charge for certain income tax-related regulatory assets acquired in the SCANA Combination for which Dominion Energy committed to forgo recovery ($198 million) partially offset by income tax expense primarily associated with the impairment of merchant solar generating assets held in partnerships attributable to the noncontrolling interest ($55 million).

Net income from discontinued operations including noncontrolling interests decreased $2.3 billion, primarily due to charges associated with the cancellation of the Atlantic Coast Pipeline Project and related portions of the Supply Header Project.

Noncontrolling interests decreased $174 million, primarily due to impairments associated with certain merchant solar generation facilities ($267 million), partially offset by the sale of a 25% noncontrolling limited partnership interest in Cove Point to Brookfield in December 2019 ($97 million).

Segment Results of Operations

Segment results include the impact of intersegment revenues and expenses, which may result in intersegment profit and loss. In September 2020, Dominion Energy updated its operating segments following the July 2020 agreement to sell its gas transmission and storage operations to BHE. The historical information presented herein has been recast to reflect the current segment presentation. 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									Diluted EPS
	2020			2019			$ Change			2020			2019			$ Change
(millions, except EPS)
Third Quarter
Dominion Energy Virginia	$	613		$	629		$	(16	)	$	0.74		$	0.77		$	(0.03	)
Gas Distribution		64			43			21			0.08			0.05			0.03
Dominion Energy South Carolina		157			166			(9	)		0.19			0.20			(0.01	)
Contracted Assets		112			86			26			0.13			0.11			0.02
Corporate and Other		(590	)		51			(641	)		(0.73	)		0.04			(0.77	)
Consolidated	$	356		$	975		$	(619	)	$	0.41		$	1.17		$	(0.76	)

Year-To-Date
Dominion Energy Virginia	$	1,479		$	1,383		$	96		$	1.77		$	1.72		$	0.05
Gas Distribution		375			314			61			0.45			0.39			0.06
Dominion Energy South Carolina		326			332			(6	)		0.39			0.41			(0.02	)
Contracted Assets		295			296			(1	)		0.35			0.37			(0.02	)
Corporate and Other		(3,558	)		(1,976	)		(1,582	)		(4.34	)		(2.47	)		(1.87	)
Consolidated	$	(1,083	)	$	349		$	(1,432	)	$	(1.38	)	$	0.42		$	(1.80	)

Dominion Energy Virginia

Presented below are selected operating statistics related to Dominion Energy Virginia’s operations:

	Third Quarter							Year-To-Date
	2020		2019		% Change			2020		2019		% Change
Electricity delivered (million MWh)		23.8		24.4		(2	)%		63.3		66.8		(5	)%
Electricity supplied (million MWh):
Utility		24.4		24.5	—				66.9		67.3		(1	)
Degree days (electric distribution and utility service area):
Cooling		1,256		1,299		(3	)		1,708		1,948		(12	)
Heating		19		—		100			1,908		2,042		(7	)
Average electric distribution customer accounts (thousands)		2,667		2,629		1			2,657		2,623		1

Presented below, on an after-tax basis, are the key factors impacting Dominion Energy Virginia’s net income contribution:

	Third Quarter 2020 vs. 2019 Increase (Decrease)						Year-To-Date 2020 vs. 2019 Increase (Decrease)
	Amount			EPS			Amount			EPS
(millions, except EPS)
Regulated electric sales:
Weather	$	(2	)	$	—		$	(50	)	$	(0.06	)
Other		(7	)		(0.01	)		(18	)		(0.02	)
Rate adjustment clause equity return		21			0.03			76			0.09
Electric capacity		(6	)		(0.01	)		27			0.04
Outages		—			—			22			0.03
Salaries, wages and benefits		(1	)		—			25			0.03
Depreciation and amortization		12			0.02			33			0.04
Renewable energy investment tax credits		(29	)		(0.04	)		(10	)		(0.01	)
Other		(4	)		—			(9	)		(0.01	)
Share dilution		—			(0.02	)		—			(0.08	)
Change in net income contribution	$	(16	)	$	(0.03	)	$	96		$	0.05

Gas Distribution

Presented below are selected operating statistics related to Gas Distribution’s operations:

	Third Quarter							Year-To-Date
	2020		2019		% Change			2020		2019		% Change
Gas distribution throughput (bcf):
Sales		14		14	—				118		126		(6	%)
Transportation		188		185		2			628		586		7
Heating degree days (gas distribution service area):
North Carolina		31		—		100			1,679		1,811		(7	)
Ohio and West Virginia		90		5		1,700			3,336		3,446		(3	)
Utah, Wyoming and Idaho		54		86		(37	)		2,933		3,290		(11	)
Average gas distribution customer accounts (thousands):
Sales		1,896		1,851		2			1,887		1,850		2
Transportation		1,125		1,104		2			1,123		1,110		1

Presented below, on an after-tax basis, are the key factors impacting Gas Distribution’s net income contribution:

	Third Quarter 2020 vs. 2019 Increase (Decrease)					Year-To-Date 2020 vs. 2019 Increase (Decrease)
	Amount			EPS		Amount			EPS
(millions, except EPS)
Regulated gas sales:
Weather	$	—		$	—	$	(2	)	$	—
Other		(2	)		—		10			0.01
Salaries, wages and benefits		—			—		12			0.02
Interest expense, net		14			0.02		25			0.03
Other		9			0.01		16			0.02
Share dilution		—			—		—			(0.02	)
Change in net income contribution	$	21		$	0.03	$	61		$	0.06

100

Dominion Energy South Carolina

Presented below are selected operating statistics related to Dominion Energy South Carolina’s operations:

	Third Quarter							Year-To-Date
	2020		2019		% Change			2020		2019		% Change
Electricity delivered (million MWh)		6.6		6.8		(3	%)		16.9		17.7		(5	%)
Electricity supplied (million MWh)		6.9		7.2		(4	)		17.6		18.6		(5	)
Degree days (electric distribution service areas):
Cooling		597		645		(7	)		773		913		(15	)
Heating		—		—	—				610		698		(13	)
Average electric distribution customer accounts (thousands)		756		742		2			748		738		1
Gas distribution throughput (bcf):
Sales		14		14	—				47		47		—
Average gas distribution customer accounts (thousands)		401		386		4			397		384		3

Presented below, on an after-tax basis, are the key factors impacting Dominion Energy South Carolina’s net income contribution:

	Third Quarter 2020 vs. 2019 Increase (Decrease)						Year-To-Date 2020 vs. 2019 Increase (Decrease)
	Amount			EPS			Amount			EPS
(millions, except EPS)
Regulated electric sales:
Weather	$	(9	)	$	(0.01	)	$	(23	)	$	(0.03	)
Other		15			0.02			16			0.02
Regulated gas sales		2			—			8			0.01
Regulatory rider equity return		(4	)		—			(8	)		(0.01	)
Interest expense, net		11			0.01			21			0.03
Other		(24	)		(0.03	)		(20	)		(0.02	)
Share dilution		—			—			—			(0.02	)
Change in net income contribution	$	(9	)	$	(0.01	)	$	(6	)	$	(0.02	)

Contracted Assets

Presented below are selected operating statistics related to Contracted Asset’s operations:

	Third Quarter							Year-To-Date
	2020		2019		% Change			2020		2019		% Change
Electricity supplied (million MWh)		5.7		5.6		2	%		15.5		15.2		2	%

Presented below, on an after-tax basis, are the key factors impacting Contracted Asset’s net income contribution:

	Third Quarter 2020 vs. 2019 Increase (Decrease)						Year-To-Date 2020 vs. 2019 Increase (Decrease)
	Amount			EPS			Amount			EPS
(millions, except EPS)
Margin	$	32		$	0.03		$	(11	)	$	(0.02	)
Planned outage costs		(7	)		(0.01	)		1			—
Renewable energy investment tax credits		—			—			7			0.01
Interest expense, net		3			—			10			0.01
Other		(2	)		—			(8	)		(0.01	)
Share dilution		—			—			—			(0.01	)
Change in net income contribution	$	26		$	0.02		$	(1	)	$	(0.02	)

101

Corporate and Other

Presented below are the Corporate and Other segment’s after-tax results:

	Third Quarter									Year-To-Date
	2020			2019			$ Change			2020			2019			$ Change
(millions, except EPS)
Specific items attributable to operating segments	$	(556	)	$	(30	)	$	(526	)	$	(1,334	)	$	(1,820	)	$	486
Specific items attributable to Corporate and Other segment		(4	)		59			(63	)		(2,083	)		146			(2,229	)
Total specific items		(560	)		29			(589	)		(3,417	)		(1,674	)		(1,743	)
Other corporate operations:
Interest expense, net		(95	)		(90	)		(5	)		(272	)		(282	)		10
Other		65			112			(47	)		131			(20	)		151
Total other corporate operations		(30	)		22			(52	)		(141	)		(302	)		161
Total net income (expense)	$	(590	)	$	51		$	(641	)	$	(3,558	)	$	(1,976	)	$	(1,582	)
EPS impact	$	(0.73	)	$	0.04		$	(0.77	)	$	(4.34	)	$	(2.47	)	$	(1.87	)

Total Specific Items

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, which includes all of the items presented as discontinued operations, including the gas transmission and storage operations under agreement to be sold to BHE as well as charges associated with the cancellation of the Atlantic Coast Pipeline Project.

Virginia Power

Results of Operations

Presented below is a summary of Virginia Power’s consolidated results:

	Third Quarter							Year-To-Date
	2020		2019		$ Change			2020		2019		$ Change
(millions)
Net income	$	475	$	602	$	(127	)	$	685	$	722	$	(37	)

Overview

Third Quarter 2020 vs. 2019

Net income decreased $127 million, primarily due to a charge for benefits expected to be provided to retail electric customers in Virginia through the use of a customer credit reinvestment offset in accordance with the GTSA.

Year-To-Date 2020 vs. 2019

Net income decreased $37 million, primarily due to a charge for benefits expected to be provided to retail electric customers in Virginia through the use of a customer credit reinvestment offset in accordance with the GTSA, an increase in charges related to the planned early retirements of certain electric generation facilities and the absence of a benefit from the revision of future ash pond and landfill closure costs as a result of Virginia legislation enacted in March 2019. These decreases were partially offset by the absence of charges related to the planned early retirement of certain automated meter reading infrastructure, a voluntary retirement program and a contract termination with a non-utility generator.

102

Analysis of Consolidated Operations

Presented below are selected amounts related to Virginia Power’s results of operations:

	Third Quarter								Year-To-Date
	2020		2019			$ Change			2020			2019		$ Change
(millions)
Operating revenue	$	2,248	$	2,264		$	(16	)	$	5,983		$	6,167	$	(184	)
Electric fuel and other energy-related purchases		424		559			(135	)		1,282			1,691		(409	)
Purchased (excess) electric capacity		3		(1	)		4			(14	)		45		(59	)
Net revenue		1,821		1,706			115			4,715			4,431		284
Other operations and maintenance		525		453			72			1,319			1,297		22
Depreciation and amortization		324		313			11			942			916		26
Other taxes		85		82			3			257			257		—
Impairment of assets and other charges		200		38			162			1,008			781		227
Other income		34		15			19			34			68		(34	)
Interest and related charges		135		138			(3	)		398			408		(10	)
Income tax expense		111		95			16			140			118		22

An analysis of Virginia Power’s results of operations follows:

Third Quarter 2020 vs. 2019

Net revenue increased 7%, primarily due to an increase from rate adjustment clauses.

Other operations and maintenance increased 16%, primarily reflecting an increase in certain expenses which are primarily recovered through state and FERC rates and do not impact net income ($65 million).

Depreciation and amortization increased 4%, primarily due to various projects being placed into service ($34 million), partially offset by the absence of depreciation from certain electric generation facilities that have been committed to be retired early ($17 million) and a decrease reflecting the expected approval of the nuclear plant life extensions from the NRC ($8 million).

Impairment of assets and other charges increased $162 million, primarily due to a charge for benefits expected to be provided to retail electric customers in Virginia through the use of a customer credit reinvestment offset in accordance with the GTSA ($200 million), partially offset by the absence of charges for disallowance of state-regulated plant ($21 million) and the abandonment of certain property, plant and equipment ($17 million).

Other income increased $19 million, primarily reflecting an increase in net investment earnings on nuclear decommissioning trust funds.

Year-To-Date 2020 vs. 2019

Net revenue increased 6%, primarily reflecting:

•	A $359 million increase from rate adjustment clauses; and

•

A $38 million decrease in electric capacity expense related to the annual PJM capacity performance market effective June 2019 ($51 million) and a contract termination with a non-utility generator ($13 million) partially offset by the expiration of various contracts ($18 million) and an increase in expense related to the annual PJM capacity performance market effective June 2020 ($8 million); partially offset by

•	A $68 million decrease in sales to retail customers from a decrease in cooling degree days during the cooling season ($33 million) and a decrease in heating degree days during the heating season ($35 million); and

•	A $28 million decrease in sales to electric retail customers associated with usage factors impacted by COVID-19.

Other operations and maintenance increased 2%, primarily reflecting an increase in certain expenses which are primarily recovered through state and FERC rates and do not impact net income ($120 million), the absence of a benefit from the revision of future ash pond and landfill closure costs as a result of Virginia legislation enacted in March 2019 ($113 million) and an increase in allowance

103

for credit risk on customer accounts related to COVID-19 ($20 million). These increases were partially offset by the absence of a charge related to a voluntary retirement program ($190 million) and a decrease in salaries, wages and benefits ($39 million).

Depreciation and amortization increased 3%, primarily due to various projects being placed into service ($86 million), partially offset by the absence of depreciation from certain electric generation facilities that were, or have committed to be, retired early ($42 million) and a decrease reflecting the expected approval of the nuclear plant life extensions from the NRC ($24 million).

Impairment of assets and other charges increased 29%, primarily due to:

•	An increase in charges associated with the planned early retirements of certain electric generation facilities ($379 million);

•	A $200 million charge for benefits expected to be provided to retail electric customers in Virginia through the use of a customer credit reinvestment offset in accordance with the GTSA; and

•	An increase in dismantling costs associated with certain electric generation facilities ($30 million); partially offset by

•	The absence of a charge related to the planned early retirement of certain automated meter reading infrastructure ($160 million);

•	The absence of a $135 million charge related to contract termination with a non-utility generator;

•	The absence of a $62 million charge related to the abandonment of a project at an electric generating facility;

•	The absence of a $21 million charge for disallowance of state-regulated plant; and

•	The absence of a $17 million charge related to the abandonment of certain property, plant and equipment.

Other income decreased 50%, primarily reflecting a decrease in net investment earnings on nuclear decommissioning trust funds.

Liquidity and Capital Resources

Dominion Energy depends on both internal and external sources of liquidity to provide working capital and as a bridge to long-term debt financings. Short-term cash requirements not met by cash provided by operations are generally satisfied with proceeds from short-term borrowings. Long-term cash needs are met through issuances of debt and/or equity securities.

At September 30, 2020, Dominion Energy had $3.8 billion of unused capacity under its joint revolving credit facility. In addition, Dominion Energy had $675 million available under a $900 million 364-Day Revolving Credit Agreement entered into in March 2020.

As part of its strategic response to COVID-19, Dominion Energy undertook certain measures in March and April 2020 to buttress its liquidity position. This includes entering the $900 million 364-Day Revolving Credit Agreement, which has the potential for an additional $300 million of capacity upon certain events. In addition, Dominion Energy borrowed $1.1 billion under two 364-Day Term Loan Credit Agreements and issued $2.3 billion of senior notes. In June 2020, Dominion Energy repaid the outstanding balance of $625 million associated with one of the 364-Day Term Loan Credit Agreements. See Note 16 to the Consolidated Financial Statements for more information.

A summary of Dominion Energy’s cash flows is presented below:

	2020			2019
(millions)
Cash, restricted cash and equivalents at January 1	$	269		$	391
Cash flows provided by (used in):
Operating activities⁽¹⁾		4,810			3,709
Investing activities⁽²⁾		(4,860	)		(3,160	)
Financing activities⁽³⁾		339			(500	)
Net increase in cash, restricted cash and equivalents		289			49
Cash, restricted cash and equivalents at September 30	$	558		$	440

(1)	Includes $1.6 billion and $887 million related to discontinued operations for 2020 and 2019, respectively.

(2)	Includes $(525) million and $(465) million related to discontinued operations for 2020 and 2019, respectively.

(3)	Includes $(174) million and $(3.1) billion related to discontinued operations for 2020 and 2019, respectively.

104

Operating Cash Flows

Net cash provided by Dominion Energy’s operating activities increased $1.1 billion, including $675 million from discontinued operations. Net cash provided by continuing operations increased primarily due to higher net fuel recoveries, the absence of a contract termination payment to a non-utility generator, a decrease in salaries, wages and benefits and net changes in working capital items, partially offset by a contract termination charge in connection with the sale of Fowler Ridge.

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. In December 2019, Dominion Energy’s Board of Directors established an annual dividend rate for 2020 of $3.76 per share of common stock. In January 2020, Dominion Energy’s Board of Directors declared dividends payable in March 2020 of 94 cents per share of common stock, and in May 2020, Dominion Energy’s Board of Directors declared dividends payable in June 2020 of 94 cents per share of common stock. In July 2020, Dominion Energy’s Board of Directors declared dividends payable in September 2020 of 94 cents per share of common stock. Also in July 2020, Dominion Energy announced that it currently expects to make a fourth dividend payment in December 2020 of approximately 63 cents per share of common stock reflecting the expected timing of the closing of the proposed transaction with BHE. Dividends are subject to declaration by the Board of Directors.

Dominion Energy’s operations are subject to risks and uncertainties that may negatively impact the timing or amounts of operating cash flows, which are discussed in Part I. Item 1A. Risk Factors in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2019 and Part II. Item 1A. Risk Factors in the Companies’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

Credit Risk

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 as of September 30, 2020 for these activities. Gross credit exposure for each counterparty is calculated prior to the application of collateral and represents outstanding receivables plus any unrealized on- or off-balance sheet exposure, taking into account contractual netting rights.

	Gross Credit Exposure		Credit Collateral		Net Credit Exposure
(millions)
Investment grade⁽¹⁾	$	103	$	—	$	103
Non-investment grade⁽²⁾		1		—		1
No external ratings:
Internally rated—investment grade⁽³⁾		47		—		47
Internally rated—non-investment grade⁽⁴⁾		9		—		9
Total⁽⁵⁾	$	160	$	—	$	160

(1)	Designations as investment grade are based upon minimum credit ratings assigned by Moody’s Investors Service and Standard & Poor’s. The five largest counterparty exposures, combined, for this category represented approximately 48% of the total net credit exposure.

(2)	The five largest counterparty exposures, combined, for this category represented less than 1% of the total net credit exposure.

(3)	The five largest counterparty exposures, combined, for this category represented approximately 29% of the total net credit exposure.

(4)	The five largest counterparty exposures, combined, for this category represented approximately 2% of the total net credit exposure.

(5)	Excludes the Millstone 2019 power purchase agreements.

Investing Cash Flows

Net cash used in Dominion Energy’s investing activities increased $1.7 billion, primarily due to an increase in plant construction and other property additions, the absence of cash acquired in the SCANA Combination and the acquisitions of Pivotal LNG, Inc. and an additional interest in Atlantic Coast Pipeline.

Financing Cash Flows and Liquidity

Dominion Energy relies on capital markets as significant sources of funding for capital requirements not satisfied by cash provided by its operations. As discussed further in Credit Ratings and Debt Covenants in MD&A in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2019, the ability to borrow funds or issue securities and the return demanded by investors are affected by credit ratings. In addition, the raising of external capital is subject to certain regulatory requirements, including registration with the SEC for certain issuances.

Dominion Energy currently meets the definition of a well-known seasoned issuer under SEC rules governing the registration, communications and offering processes under the Securities Act of 1933, as amended. The rules provide for a streamlined shelf

105

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. In June 2020, Dominion Energy filed a SEC shelf registration statement for the sale of debt and equity securities which replaced the shelf registration statement filed by Dominion Energy in June 2017.

Net cash provided by Dominion Energy's financing activities was $339 million for the nine months ended September 30, 2020, compared to net cash used by financing activities of $500 million for the nine months ended September 30, 2019, primarily due to higher issuances and lower repayments of long-term debt, partially offset by lower net issuances of short-term debt, lower issuances of common stock, repurchases of common stock in 2020 and the absence of the issuance of the 2019 Equity Units.

In November 2017, Dominion Energy filed a SEC shelf registration statement for the sale of up to $3.0 billion of variable denomination floating rate demand notes, called Dominion Energy Reliability Investment^SM. In October 2020, Dominion Energy filed a new SEC shelf registration statement associated with this program. 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. The balance as of September 30, 2020 was $215 million. The notes are short-term debt obligations on Dominion Energy’s Consolidated Balance Sheets. The proceeds will be used for general corporate purposes and to repay debt.

In July 2020, the Board of Directors authorized the repurchase of up to $3.0 billion of Dominion Energy’s common stock and rescinded the prior two authorizations from 2005 and 2007. The repurchase program does not include a specific timetable or price or volume targets and may be modified, suspended or terminated at any time. Shares may be purchased through open market or privately negotiated transactions or otherwise at the discretion of management subject to prevailing market conditions, applicable securities laws and other factors. As of September 30, 2020, Dominion Energy had repurchased $2.4 billion of its common stock under this program.

See Note 16 to the Consolidated Financial Statements in this report for further information regarding Dominion Energy’s credit facilities, liquidity and significant financing transactions.

Credit Ratings

Credit ratings are intended to provide banks and capital market participants with a framework for comparing the credit quality of securities and are not a recommendation to buy, sell or hold securities. In the Credit Ratings section of MD&A in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2019, there is a discussion on the use of capital markets by Dominion Energy as well as the impact of credit ratings on the accessibility and costs of using these markets. As of September 30, 2020, there have been no changes in Dominion Energy’s credit ratings.

Debt Covenants

In the Debt Covenants section of MD&A in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2019, there is a discussion on the various covenants present in the enabling agreements underlying Dominion Energy’s debt. In addition, see Note 16 to the Consolidated Financial Statements in this report for a description of certain financial covenants associated with term loan and revolving credit agreements entered into in the first quarter of 2020. As of September 30, 2020, there have been no material changes to debt covenants, nor any events of default under Dominion Energy’s debt covenants.

Future Cash Payments for Contractual Obligations and Planned Capital Expenditures

As of September 30, 2020, there have been no material changes outside the ordinary course of business to Dominion Energy’s contractual obligations nor any material changes to planned capital expenditures as disclosed in MD&A in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2019.

Use of Off-Balance Sheet Arrangements

As of September 30, 2020, there have been no material changes to the off-balance sheet arrangements disclosed in MD&A in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2019, with the exception of the following matter.

106

The lease term will commence once construction is substantially complete and the facility is able to be occupied and will end in December 2027. At the end of the initial lease term, Dominion Energy can (i) extend the term of the lease for an additional five years, subject to the approval of the participants, at current market terms, (ii) purchase the property for an amount equal to the 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 project costs, Dominion Energy may be required to make a payment to the lessor, up to 83% of project costs, for the difference between the 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.

Future Issues and Other Matters

The following discussion of future issues and other information includes current developments of previously disclosed matters and new issues arising during the period covered by, and subsequent to, the dates of Dominion Energy’s Consolidated Financial Statements that may impact future results of operations, financial condition and/or cash flows. This section should be read in conjunction with Item 1. Business and Future Issues and Other Matters in MD&A in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2019 Future Issues and Other Matters in MD&A in the Companies’ Quarterly Report on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020 and Note 17 to the Consolidated Financial Statements in this report.

Environmental Matters

Dominion Energy is 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. See Note 23 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2019, Note 17 to the Consolidated Financial Statements in the Companies’ Quarterly Report on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020 and Note 17 to the Consolidated Financial Statements in this report for additional information on various environmental matters.

Legal Matters

See Notes 13 and 23 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2019, Notes 13 and 17 to the Consolidated Financial Statements and Item 1. Legal Proceedings in the Companies’ Quarterly Report on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020 and Notes 13 and 17 to the Consolidated Financial Statements and Item 1. Legal Proceedings in this report for additional information on various legal matters.

Regulatory Matters

See Notes 3 and 13 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2019, Note 13 to the Consolidated Financial Statements in the Companies’ Quarterly Report on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020 and Note 13 to the Consolidated Financial Statements in this report for additional information on various regulatory matters.

Significant Contracted Assets Investment

In August 2020, Dominion Energy entered into an agreement for construction of a Jones Act compliant offshore wind installation vessel. This vessel is designed to handle current turbine technologies as well as next generation turbine sizes of 12 MW or larger and which upon delivery will be U.S. flagged with coastwise endorsement, and is expected to operate for several years under contracts

107

with multiple major U.S. offshore wind developers. The vessel is expected to enter service in 2023 with total estimated project costs of approximately $500 million, excluding financing costs.

Virginia Legislation

In October 2020, legislation was passed by the Virginia General Assembly, and is awaiting signature by the Governor of Virginia, relating to the moratorium on utility disconnections during the COVID-19 pandemic. Virginia Power would be required to forgive customer balances that are more than 30 days past due as of September 30, 2020, which totaled approximately $125 million. During Virginia Power’s 2021 quadrennial review, the forgiven balances would be excluded from Virginia Power’s cost of service for purposes of determining any test period earnings and determining any future rates. In determining any customer bill credits as part of the review of the 2017 through 2020 test period, the Virginia Commission would first offset any forgiven balance amounts if total earnings for the test period are determined to be above Virginia Power’s authorized earnings band. Such offset would be made prior to any offset to customer bill credits by customer credit reinvestment offsets. This legislation, if enacted, could have a material impact to Dominion Energy’s financial condition, results of operations and cash flows.

COVID-19

Dominion Energy continues to monitor the global outbreak of COVID-19 and has taken appropriate steps to mitigate the potential risks to Dominion Energy, its employees and its customers posed by the spread of the virus. Dominion Energy provides a critical service to its customers which means that it is paramount for the company to keep its employees who operate its businesses safe and informed. For example, Dominion Energy has taken precautions with regard to employee and facility hygiene, imposed travel limitations on employees, directed employees to work remotely whenever possible and expanded health and paid time off benefits for employees. Additional protocols have been implemented for required work within customer premises to protect Dominion Energy’s employees, such customers and the public. In addition, Dominion Energy has assessed and updated its existing business continuity plans for its business units in the context of this pandemic. Working with a medical advisor, Dominion Energy developed a COVID-19 training program, which has been rolled out to employees. Dominion Energy is providing all appropriate personal protection equipment to keep employees safe and has implemented additional protections such as temperature screenings, testing services, and mandatory face covering policies. Dominion Energy continues to work with suppliers to monitor the potential impacts to its supply chain; however, at this time, no material risks to Dominion Energy’s supply chain have been identified. This is a rapidly evolving situation, and Dominion Energy will continue to monitor developments affecting its workforce, suppliers and other aspects of its business, such as construction projects, and will take additional precautions as Dominion Energy believes are warranted. In addition, Dominion Energy continues to monitor both customer demand and its ability to collect customer receivables. While Dominion Energy currently does not expect a material impact to its results of operations from the impacts of the COVID-19 pandemic on its operations, the ultimate impacts on its results of operations, financial position and/or cash flows could be material based on the ultimate duration of the pandemic and the related economic recovery.

108

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 and equity security 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 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 or interest 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% decrease in commodity prices would have resulted in a decrease in fair value of $22 million and $50 million of Dominion Energy’s commodity-based derivative instruments as of September 30, 2020 and December 31, 2019, respectively.

A hypothetical 10% decrease in commodity prices would have resulted in a decrease in fair value of $43 million and $54 million of Virginia Power’s commodity-based derivative instruments as of September 30, 2020 and December 31, 2019, 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. They also enter into interest rate sensitive derivatives, including interest rate swaps and interest rate lock agreements. For variable rate debt outstanding for Dominion Energy and Virginia Power, a hypothetical 10% increase in market interest rates would not have resulted in a material change in earnings at September 30, 2020 or December 31, 2019.

The Companies also use interest rate derivatives, including forward-starting swaps, as hedges of forecasted interest payments. As of September 30, 2020, Dominion Energy and Virginia Power had $8.5 billion and $2.1 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 $113 million and $62 million, respectively, in the fair value of Dominion Energy and Virginia Power interest rate derivatives at September 30, 2020. As of December 31, 2019, Dominion Energy and Virginia Power had $6.4 billion and $1.9 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 $135 million and $88 million, respectively, in the fair value of Dominion Energy and Virginia Power’s interest rate derivatives at December 31, 2019.

109

Prior to completing the GT&S Transaction, Dominion Energy held foreign currency swaps for the purpose of hedging the foreign currency exchange risk associated with Euro denominated debt. At both September 30, 2020 and December 31, 2019, Dominion Energy had €250 million in aggregate notional amounts of these foreign currency swaps outstanding. A hypothetical 10% decrease in market interest rates would not have resulted in a material decrease in the fair value of Dominion Energy’s foreign currency swaps at September 30, 2020 or December 31, 2019.

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.

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 $130 million and $691 million for the nine months ended September 30, 2020 and 2019, respectively, and $1.0 billion for the year ended December 31, 2019. Net realized gains and losses include gains and losses from the sale of investments in both 2020 and 2019 as well as any other-than-temporary declines in fair value in 2019 only. Dominion Energy recorded in AOCI and regulatory liabilities, a net increase in unrealized gains on debt investments of $42 million and $73 million for the nine months ended September 30, 2020 and 2019, respectively, and $74 million for the year ended December 31, 2019.

Virginia Power recognized net investment gains (including investment income) on nuclear decommissioning and rabbi trust investments of $31 million and $335 million for the nine months ended September 30, 2020 and 2019, respectively, and $481 million for the year ended December 31, 2019. Net realized gains and losses include gains and losses from the sale of investments in both 2020 and 2019 as well as any other-than-temporary declines in fair value in 2019 only. Virginia Power recorded in AOCI and regulatory liabilities, a net increase in unrealized gains on debt investments of $22 million and $35 million for the nine months ended September 30, 2020 and 2019, respectively, and $30 million for the year ended December 31, 2019.

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 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.

110

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, the Companies are alleged to be in violation or in default under orders, statutes, rules or regulations relating to the environment, compliance plans imposed upon or agreed to by the Companies, or permits issued by various local, state and/or federal agencies for the construction or operation of facilities. Administrative proceedings may also be pending on these matters. In addition, in the ordinary course of business, the Companies and their subsidiaries are involved in various legal proceedings.

In March 2018, Virginia Power received a proposed consent order from the VDEQ in connection with alleged CWA permit violations at the Chesterfield power station in 2017. Virginia Power began working cooperatively with both the VDEQ and the EPA to resolve those and certain other alleged violations collectively. In March 2020, Virginia Power finalized a consent decree with the VDEQ and the EPA that would require Virginia Power to pay a $1.4 million civil penalty in connection with various alleged CWA permit and other violations. In July 2020, the consent decree was entered by order of the U.S. District Court for the Eastern District of Virginia. In August 2020, Virginia Power paid the civil penalty.

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:

•	Notes 13 and 23 to the Consolidated Financial Statements and Future Issues and Other Matters in MD&A in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2019.

•	Notes 13 and 17 to the Consolidated Financial Statements in the Companies’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

•	Notes 13 and 17 to the Consolidated Financial Statements in the Companies’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.

•	Notes 13 and 17 to the Consolidated Financial Statements in this report.

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, 2019 and updated in the Companies’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, which should be taken into consideration when reviewing the information contained in this report. 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, 2019 and the Companies’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. 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.

111

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Dominion Energy

Issuance of Unregistered Securities

On September 4, 2020, Dominion Energy issued 4,104,725 shares of common stock in satisfaction of its obligation under a court approved settlement agreement, executed by the parties in March 2020, to deliver $320 million in shares of common stock into a settlement fund benefiting class members in the Santee Cooper Ratepayer Case, with an additional $2 million in shares of common stock issued to satisfy accrued interest. The shares were issued pursuant to the exemption from registration available under Section 3(a)(10) of the Securities Act of 1933, as amended. These shares were immediately repurchased by Dominion Energy as disclosed below. For more information on the Santee Cooper Ratepayer Case, see Note 17 to the Consolidated Financial Statements in this report.

Purchases of Equity Securities

Period	Total Number of Shares (or Units) Purchased			Average Price Paid per Share (or Unit)⁽³⁾			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⁽⁵⁾
7/1/20-7/31/20		—		$	—			—	$ 3.00 billion
8/1/20-8/31/20		3,674,090	⁽¹⁾		78.46			3,673,314	2.71 billion
9/1/20-9/30/20		24,829,124	⁽²⁾		78.40	⁽⁴⁾		24,829,124	0.62 billion
Total		28,503,214		$	78.41			28,502,438	$ 0.62 billion

(1)	Includes (i) 776 shares of common stock that were tendered by employees to satisfy tax withholding obligations on vested restricted stock and (ii) 3,673,314 shares of common stock purchased in open market transactions for an aggregate of approximately $288 million.

(2)

Includes (i) 3,513,793 shares of common stock purchased in open market transactions for an aggregate of approximately $274 million, (ii) 4,104,725 shares of common stock purchased from the settlement fund described above in a privately negotiated transaction for an aggregate of approximately $323 million and (iii) 17,210,606 shares of common stock initially delivered to Dominion Energy under an accelerated share repurchase program. Dominion Energy entered into two prepaid accelerated share repurchase agreements with separate financial institutions in September 2020 to purchase $1.5 billion in shares of common stock. Pursuant to the terms of these agreements, the total final number of shares delivered and average purchase price per share under the agreements will be determined at the end of the purchase periods, which are scheduled to occur by December 2020.

(3)	Represents the weighted-average price paid per share.

(4)	The final per share purchase price for shares purchased under each accelerated share repurchase agreement will be determined at the end of the applicable purchase period, which is scheduled to occur by December 2020, but may occur earlier in certain circumstances.

(5)

In July 2020, the Dominion Energy Board of Directors authorized the repurchase of up to $3.0 billion in shares of common stock and rescinded its prior repurchase authorization approved in February 2005 and modified in June 2007. The repurchase program has no expiration date or price or volume targets and may be modified, suspended or terminated at any time. Shares may be purchased through open market or privately negotiated transactions or otherwise at the discretion of management subject to prevailing market conditions, applicable securities laws and other factors. In November 2020, the Dominion Energy Board of Directors authorized the repurchase of up to $1.0 billion of shares of common stock in addition to the repurchase program authorized in July 2020. This additional authorization is not reflected in the table above.

ITEM 5. OTHER INFORMATION

The following disclosure would have otherwise been filed on a Current Report on Form 8-K under Item 8.01 Other Events:

GHG Emissions

This section should be read in conjunction with information disclosed under the heading Environmental Strategy in Item 1. Business of the Companies’ Annual Report on Form 10-K for the year ended December 31, 2019.

Dominion Energy’s integrated environmental strategy supports a reduction in GHG emissions. As of December 2019, Dominion Energy has cut carbon emissions from its electric generating units (based on ownership percentage) by 57% since 2005 and reduced methane emissions from its natural gas infrastructure operations by 25% since 2010. Dominion Energy has committed to achieve net zero carbon and methane emissions from its electric generation and natural gas infrastructure operations by 2050.

Dominion Energy has been reporting greenhouse gas emissions, including carbon, methane, N₂O and SF₆, from its natural gas infrastructure, electric generation and power delivery operations to the EPA since 2011 under the EPA mandatory GHG Reporting

112

Program. Because the EPA mandatory GHG Reporting Program sets boundaries for reporting, Dominion Energy is not required to report carbon and methane emissions from a number of its smaller electric generation, natural gas compressor stations and other sources. However, Dominion Energy voluntarily includes carbon and methane emission estimates from these smaller sources in its Corporate GHG Inventory.

Dominion Energy conducted a comprehensive review of its methane emissions tracking and reporting processes to find opportunities for improvement and to ensure that its methane corporate inventory is as complete as possible. Based on these activities, Dominion Energy identified over a dozen areas of improvement for its Corporate GHG Methane Inventory, which resulted in an increase of approximately 15% in reported methane emissions compared to the EPA-methodology inventory.

Emissions for calendar year 2019 herein, include the assets from DESC’s electric generation operations and DESC and PSNC’s natural gas operations, which were not included in Dominion Energy’s 2018 Corporate GHG Methane and Carbon Inventories. In addition, reported CO₂ equivalent emissions include carbon, methane, N₂O, and SF₆ emissions from Dominion Energy’s electric generating units, natural gas operations, power delivery transmission and distribution operations, and associated equipment.

For Dominion Energy’s electric generation operations, total CO₂equivalent emissions (based on ownership percentage) were approximately 31.9 million metric tons in 2019, including 9.9 million metric tons from DESC and 22.0 million metric tons from Virginia Power.

For Dominion Energy’s power delivery operations, which includes regulated electric transmission and distribution, direct CO₂ equivalent emissions for 2019 were 48,604 metric tons.

Total CO₂equivalent emissions reported for Dominion Energy’s natural gas infrastructure operations, as estimated in Dominion Energy’s Corporate GHG Methane Inventory, were 4.95 million metric tons in 2019. This estimate includes emissions reported under the EPA mandatory GHG Reporting Program, as well as other emissions not required to be reported. Dominion Energy’s 2019 and 2018 methane emissions from its gas infrastructure as reported under Subpart W of the EPA mandatory GHG Reporting Program are as follows:

	Subpart W Total CH4 Emissions (mcf CH4)
Subpart W Segment	2019		2018
Distribution		1,809,104		1,839,577
Production		831,331		736,188
Transmission pipelines		238,401		403,164
Transmission compressor stations		131,401		219,011
Gathering and boosting		161,140		219,056
Storage		80,322		88,973
LNG import/export		5,794		4,331
Processing		3,711		1,880

113

ITEM 6. EXHIBITS

Exhibit Number	Description	Dominion Energy	Virginia Power

2.1	Purchase and Sale Agreement, dated as of July 3, 2020, by and among Dominion Energy, Inc., Dominion Energy Questar Corporation and Berkshire Hathaway Energy Company (Exhibit 2.1, Form 8-K filed July 6, 2020, File No. 1-8489).	X
2.2	Purchase and Sale Agreement, dated as of October 5, 2020, by and among Dominion Energy Questar Corporation, Berkshire Hathaway Energy Corporation and Dominion Energy, Inc., as guarantor (Exhibit 2.1, Form 8-K filed October 6, 2020, File No. 1-8489).	X
3.1.a	Dominion Energy, Inc. Articles of Incorporation, as restated, effective December 13, 2019 (Exhibit 3.1, Form 8-K filed December 13, 2019, File No.1-8489).	X

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).		X

3.2.a	Dominion Energy, Inc. Bylaws, as amended and restated, effective July 30, 2020 (Exhibit 3.1, Form 8-K filed July 31, 2020, File No. 1-8489).	X

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).		X

4.1	Dominion Energy, Inc. and Virginia Electric and Power Company agree to furnish to the U.S. 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.	X	X

4.2	Indenture, dated as of June 1, 2015, between Dominion Resources, Inc. and Deutsche Bank Trust Company Americas, as Trustee (Exhibit 4.1, Form 8-K filed June 15, 2015, File No. 1-8489); First Supplemental Indenture, dated as of June 1, 2015 (Exhibit 4.2, Form 8-K filed June 15, 2015, File No. 1-8489); Second Supplemental Indenture, dated as of September 1, 2015 (Exhibit 4.2, Form 8-K filed September 24, 2015, File No. 1-8489); Third Supplemental Indenture, dated as of February 1, 2016 (Exhibit 4.7, Form 10-K for the fiscal year ended December 31, 2015 filed February 26, 2016, File No. 1-8489); Fourth Supplemental Indenture, dated as of August 1, 2016 (Exhibit 4.2, Form 8-K filed August 9, 2016, File No. 1-8489); Fifth Supplemental Indenture, dated as of August 1, 2016 (Exhibit 4.3, Form 8-K filed August 9, 2016, File No. 1-8489); Sixth Supplemental Indenture, dated as of August 1, 2016 (Exhibit 4.4, Form 8-K filed August 9, 2016, File No. 1-8489); Seventh Supplemental Indenture, dated as of September 1, 2016 (Exhibit 4.1, Form 10-Q filed November 9, 2016, File No. 1-8489); Eighth Supplemental Indenture, dated as of December 1, 2016 (Exhibit 4.7, Form 10-K for the fiscal year ended December 31, 2016 filed February 28, 2017, File No. 1-8489); Ninth Supplemental Indenture, dated as of January 1, 2017 (Exhibit 4.2, Form 8-K filed January 12, 2017, File No. 1-8489); Tenth Supplemental Indenture, dated as of January 1, 2017 (Exhibit 4.3, Form 8-K filed January 12, 2017, File No. 1-8489); Eleventh Supplemental Indenture, dated as of March 1, 2017 (Exhibit 4.3, Form 10-Q filed May 4, 2017, File No. 1-8489); Twelfth Supplemental Indenture, dated as of June 1, 2017 (Exhibit 4.2, Form 10-Q filed August 3, 2017, File No. 1-8489); Thirteenth Supplemental Indenture, dated December 1, 2017 (Exhibit 4.8, Form 10-K for the fiscal year ended December 31, 2017 filed February 27, 2018, File No. 1-8489); Fourteenth Supplemental Indenture, dated May 1, 2018 (Exhibit 4.2, Form 10-Q filed August 2, 2018, File No. 1-8489); Fifteenth Supplemental Indenture, dated June 1, 2018 (Exhibit 4.2, Form 8-K, filed June 5, 2018, File No. 1-8489); Sixteenth Supplemental Indenture, dated March 1, 2019 (Exhibit 4.2, Form 8-K filed March 13, 2019, File No. 1-8489); Seventeenth Supplemental Indenture, dated as of August 1, 2019 (Exhibit 4.2, Form 10-Q filed November 1, 2019, File No. 1-8489); Eighteenth Supplemental Indenture, dated as of March 1, 2020 (Exhibit 4.2, Form 8-K, filed March 19, 2020, File No. 1-8489); Nineteenth Supplemental Indenture, dated as of March 1, 2020 (Exhibit 4.3, Form 8-K, filed March 19, 2020, File No. 1-8489); Twentieth Supplemental Indenture, dated as of April 1, 2020 (Exhibit 4.2, Form 8-K, filed April 3, 2020, File No. 1-8489); Twenty-First Supplemental Indenture, dated as of September 1, 2020 (Exhibit 4.2, Form 8-K, filed September 17, 2020, File No. 1-8489).	X

114

Exhibit Number	Description	Dominion Energy	Virginia Power

10.1	First Amendment, dated as of October 30, 2020, to the Fourth Amended and Restated Revolving Credit Agreement, dated as of March 22, 2019 among Dominion Energy, Inc., Virginia Electric and Power Company, Dominion Energy Gas Holdings, LLC, Questar Gas Company, Dominion Energy South Carolina, Inc., (f/k/a South Carolina Electric & Gas Company), JPMorgan Chase Bank, N.A., as Administrative Agent, Mizuho Bank, Ltd., Bank of America, N.A., The Bank of Nova Scotia and Wells Fargo Bank, N.A., as Syndication Agents, and the other lenders named therein. (filed herewith).	X	X

10.2	Restricted Stock Award Agreement for Diane Leopold, dated October 1, 2020 (filed herewith).	X	X

31.a	Certification by Chief Executive Officer of Dominion Energy, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).	X

31.b	Certification by Chief Financial Officer of Dominion Energy, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).	X

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).		X

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).		X

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).	X

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).		X

99	Condensed consolidated earnings statements (filed herewith).	X	X

101	The following financial statements from Dominion Energy, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed on November 6, 2020, 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, 2020, filed on November 6, 2020, 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.	X	X

104	Cover Page Interactive Data File formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101.	X	X

115

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.


	DOMINION ENERGY, INC. Registrant

November 6, 2020	/s/ Michele L. Cardiff
	Michele L. Cardiff Senior Vice President, Controller and Chief Accounting Officer

	VIRGINIA ELECTRIC AND POWER COMPANY Registrant

November 6, 2020	/s/ Michele L. Cardiff
	Michele L. Cardiff Senior Vice President, Controller and Chief Accounting Officer

116

Exhibit 10.1

FIRST AMENDMENT

FIRST AMENDMENT, dated as of October 30, 2020 (this “Amendment”), to the Fourth Amended and Restated Revolving Credit Agreement, dated as of March 22, 2019 (the “Credit Agreement”), among DOMINION ENERGY, INC., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, DOMINION ENERGY GAS HOLDINGS, LLC, a Virginia limited liability company, QUESTAR GAS COMPANY, a Utah corporation, and DOMINION ENERGY SOUTH CAROLINA, INC. (f/k/a SOUTH CAROLINA ELECTRIC & GAS COMPANY), a South Carolina corporation (each of the above, individually, a “Borrower” and collectively, the “Borrowers”), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), and the other agents party thereto.

W I T N E S S E T H:

WHEREAS, the Borrowers and the Administrative Agent are parties to the Credit Agreement;

WHEREAS, the Borrowers have requested certain amendments to the Credit Agreement as set forth herein; and

WHEREAS, the Required Lenders are willing to consent to the requested amendments as set forth herein;

NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:

1.Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

2.Amended Credit Agreement. Effective as of the First Amendment Effective Date (as defined below), the Credit Agreement, including all exhibits and schedules thereto, shall be amended to read in its entirety as set forth in Exhibit A to this Amendment (as so amended, the “Amended Credit Agreement”).

3.Closing and Effectiveness.

(a)Closing. This Amendment, other than Section 2 hereof, shall become effective on the date on which the following conditions precedent have been satisfied or waived (the “First Amendment Closing Date”):

(i)The Administrative Agent shall have received a counterpart of this Amendment duly executed and delivered by each Borrower and the Required Lenders.

(ii)No Default or Event of Default shall have occurred and be continuing on the First Amendment Closing Date.

(b)Effectiveness. The amendments to the Credit Agreement contained in Section 2 hereof shall become effective on the first date following the First Amendment Closing Date and on or before June 30, 2021 (the “Outside Date”) on which the following conditions precedent have been satisfied or waived (the “First Amendment Effective Date”):

(i)The consummation of the acquisition of Dominion Energy Gas Holdings, LLC by Berkshire Hathaway Energy Company (or an affiliate thereof) pursuant to that certain Purchase and Sale Agreement, dated July 3, 2020, among Dominion Energy, Dominion Energy Questar Corporation and Berkshire Hathaway Energy Company.

(ii)No Loans or any other amount due and payable by Dominion Energy Gas Holdings, LLC under the Credit Documents shall remain outstanding.

(iii)No Default or Event of Default shall have occurred and be continuing on the First Amendment Effective Date.

For the avoidance of doubt, the First Amendment Effective Date can only occur on or before the Outside Date and any satisfaction of the preceding conditions after such date shall be of no force or effect, unless a later date is consented to in writing (including by email) by the Administrative Agent.

4.Miscellaneous.

(a)Representation and Warranties. To induce the Administrative Agent and the Lenders to enter into this Amendment, each Borrower hereby represents and warrants to the Administrative Agent and each Lender that:

(i)As of the First Amendment Closing Date, and after giving effect to this Amendment, each of the representations and warranties made by each Borrower in or pursuant to the Credit Documents is true and correct in all material respects as if made on and as of such date (it being understood and agreed that any representation or warranty that by its terms is made as of a specific date shall be required to be true and correct in all material respects only as of such specified date); provided, that any such representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates.

(ii)No Default or Event of Default has occurred and is continuing immediately prior to and after giving effect to this Amendment.

(iii)It (a) has the requisite corporate or limited liability company, as applicable, power and authority to execute, deliver and perform this Amendment

and to incur the obligations under the Credit Agreement and the other Credit Documents as amended by this Amendment and (b) is duly authorized to, and has been authorized by all necessary corporate or limited liability company, as applicable, action, to execute, deliver and perform this Amendment.

(iv)This Amendment has been duly executed and delivered and constitutes a legal, valid and binding obligation of each Borrower enforceable against such Borrower in accordance with its terms, except as may be limited by bankruptcy or insolvency laws or similar laws affecting creditors’ rights generally or by general equitable principles.

(v)Neither the execution and delivery of this Amendment and the consummation of the transactions contemplated herein, nor the performance of and compliance with the terms and provisions hereof by any Borrower will (a) violate or conflict with any provision of its articles or certificate of incorporation and bylaws or its articles of organization and operating agreement, as applicable, (b) violate, contravene or materially conflict with any law, regulation (including without limitation, Regulation U or Regulation X), order, writ, judgment, injunction, decree or permit applicable to it, (c) violate, contravene or materially conflict with contractual provisions of, or cause an event of default under, any indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument to which it is a party or by which it may be bound, the violation of which would reasonably be expected to have a Material Adverse Effect or (d) result in or require the creation of any Lien upon or with respect to its properties.

(b)Effect. Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions of the Credit Documents shall remain unchanged and not waived and shall continue to be in full force and effect. This Amendment constitutes a Credit Document under the Credit Agreement. It is the intent of the parties hereto, and the parties hereto agree, that this Amendment shall not constitute a novation of the Credit Agreement, any other Credit Document or any of the rights, obligations or liabilities thereunder.

(c)Counterparts. This Amendment may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. Delivery of executed counterparts by facsimile or other electronic means (including by e-mail with a “pdf” copy thereof attached thereto) shall be effective as an original and shall constitute a representation that an original will be delivered. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.

(d)Severability. If any provision of any of this Amendment is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

(e)Entirety. This Amendment together with the other Credit Documents represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Credit Documents or the transactions contemplated herein and therein.

(f)GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Each Borrower irrevocably consents to the service of process out of any competent court in any action or proceeding brought in connection with this Amendment by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 12.1 of the Credit Agreement, such service to become effective 30 days after such mailing. Nothing herein shall affect the right of a Lender to serve process in any other manner permitted by law.

(g)Consent to Jurisdiction; waiver of jury trial. ALL THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMIT TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. ALL THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, to the fullest extent it may legally and effectively do so, ANY OBJECTION which it may now or hereafter have TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING arising out of or relating to this Amendment in any court referred to above. EACH OF THE PARTIES TO THIS Amendment HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS Amendment OR THE TRANSACTIONS CONTEMPLATED HEREBY.

[Remainder of page left blank intentionally]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

DOMINION ENERGY, INC.

By:		/s/ James R. Chapman
Name:		James R. Chapman
Title:		Executive Vice President, Chief Financial Officer and Treasurer

VIRGINIA ELECTRIC AND POWER COMPANY

By:		/s/ James R. Chapman
Name:		James R. Chapman
Title:		Executive Vice President, Chief Financial Officer and Treasurer

DOMINION ENERGY GAS HOLDINGS, LLC

By:		/s/ James R. Chapman
Name:		James R. Chapman
Title:		Executive Vice President, Chief Financial Officer and Treasurer

QUESTAR GAS COMPANY

By:		/s/ James R. Chapman
Name:		James R. Chapman
Title:		Executive Vice President, Chief Financial Officer and Treasurer

DOMINION ENERGY SOUTH CAROLINA, INC.

By:		/s/ James R. Chapman
Name:		James R. Chapman
Title:		Executive Vice President and Chief Financial Officer

Signature Page to the First Amendment

JPMORGAN CHASE BANK, N.A., as Administrative Agent and Lender

By:		/s/ Tom K. Martin
Name:		Tom K. Martin
Title:		Vice President

Signature Page to the First Amendment

MIZUHO BANK, LTD., as a Lender

By:		/s/ Edward Sacks
Name:		Edward Sacks
Title:		Authorized Signatory

Signature Page to the First Amendment

BANK OF AMERICA, N.A., as a Lender

By:		/s/ Jennifer Cochrane
Name:		Jennifer Cochrane
Title:		Vice President

Signature Page to the First Amendment

THE BANK OF NOVA SCOTIA, as a Lender

By:		/s/ David Dewar
Name:		David Dewar
Title:		Director

Signature Page to the First Amendment

WELLS FARGO, NATIONAL ASSOCIATION, as a Lender

By:		/s/ Patrick Engel
Name:		Patrick Engel
Title:		Managing Director

Signature Page to the First Amendment

MUFG BANK, LTD., as a Lender

By:		/s/ Viet-Linh Fujitaki
Name:		Viet-Linh Fujitaki
Title:		Director

Signature Page to the First Amendment

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender

By:		/s/ Judith Smith
Name:		Judith Smith
Title:		Authorized Signatory

By:		/s/ Jessica Gavarkovs
Name:		Jessica Gavarkovs
Title		Authorized Signatory

Signature Page to the First Amendment

U.S. BANK NATIONAL ASSOCIATION, as a Lender

By:		/s/ James P. O’Shaughnessy
Name:		James P. O’Shaughnessy
Title:		Vice President

Signature Page to the First Amendment

BARCLAYS BANK PLC, as a Lender

By:		/s/ May Huang
Name:		May Huang
Title:		Assistant Vice President

Signature Page to the First Amendment

BNP PARIBAS, as a Lender

By:		/s/ Denis O’Meara
Name:		Denis O’Meara
Title:		Managing Director

By:		/s/ Francis Delaney
Name:		Francis Delaney
Title:		Managing Director

Signature Page to the First Amendment

CITIBANK, N.A., as a Lender

By:		/s/ Amit Vasani
Name:		Amit Vasani
Title:		Vice President

DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender

By:		/s/ Ming K Chu
Name:		Ming K Chu
Title:		Director

By:		/s/ Annie Chung
Name:		Annie Chung
Title:		Director

Signature Page to the First Amendment

GOLDMAN SACHS BANK USA, as a Lender

By:		/s/ Jamie Minieri
Name:		Jamie Minieri
Title:		Authorized Signatory

Signature Page to the First Amendment

MORGAN STANLEY BANK, N.A., as a Lender

By:		/s/ Tim Kok
Name:		Tim Kok
Title:		Authorized Signatory

Signature Page to the First Amendment

MORGAN STANLEY SENIOR FUNDING INC., as a Lender

By:		/s/ Tim Kok
Name:		Tim Kok
Title:		Vice President

Signature Page to the First Amendment

ROYAL BANK OF CANADA, as a Lender

By:		/s/ Frank Lambrinos
Name:		Frank Lambrinos
Title:		Authorized Signatory

Signature Page to the First Amendment

SUMITOMO MITSUI BANKING CORPORATION, as a Lender

By:		/s/ Katie Lee
Name:		Katie Lee
Title:		Director

Signature Page to the First Amendment

TRUIST BANK, Successor by merger to SUNTRUST BANK AND BRANCH BANKING & TRUST COMPANY, as Lenders

By:		/s/ Bryan Kunitake
Name:		Bryan Kunitake
Title:		Director

Signature Page to the First Amendment

THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Lender

By:		/s/ Maria Macchiaroli
Name:		Maria Macchiaroli
Title:		Authorized Signatory

Signature Page to the First Amendment

KEYBANK NATIONAL ASSOCIATION, as a Lender

By:		/s/ Sukanya V. Raj
Name:		Sukanya V. Raj
Title:		Senior Vice President

Signature Page to the First Amendment

PNC BANK, NATIONAL ASSOCIATION, as a Lender

By:		/s/ Alex Rolfe
Name:		Alex Rolfe
Title:		Vice President

Signature Page to the First Amendment

EXHIBIT A - Execution Version (First Amendment)

$6,000,000,000

FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

among

DOMINION ENERGY, INC.,

VIRGINIA ELECTRIC AND POWER COMPANY,

QUESTAR GAS COMPANY, and

DOMINION ENERGY SOUTH CAROLINA, INC. (f/k/a SOUTH CAROLINA ELECTRIC & GAS COMPANY)

as Borrowers,

The Several Lenders from Time to Time Parties Hereto,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,

MIZUHO BANK, LTD.,

BANK OF AMERICA, N.A.,

THE BANK OF NOVA SCOTIA and

WELLS FARGO BANK, N.A.

as Syndication Agents,

J.P. MORGAN CHASE BANK, N.A.,

MIZUHO BANK, LTD.,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

THE BANK OF NOVA SCOTIA and

WELLS FARGO SECURITIES, LLC

as Joint Lead Arrangers and Joint Bookrunners

Dated as of March 22, 2019 (as amended by the First Amendment, dated as of October 30, 2020)

Table of Contents

			Page

SECTION 1. DEFINITIONS AND ACCOUNTING TERMS			1

	1.1	Definitions	1
	1.2	Computation of Time Periods; Other Definitional Provisions	20
	1.3	Accounting Terms	20
	1.4	Time	20
	1.5	Interest Rates; LIBOR Notifications	20
	1.6	Divisions	21

SECTION 2. LOANS			21

	2.1	Revolving Loan Commitment	21
	2.2	Method of Borrowing for Revolving Loans	21
	2.3	Funding of Revolving Loans	22
	2.4	Minimum Amounts of Revolving Loans	23
	2.5	Reductions of Revolving Loan Commitment	23
	2.6	Revolving Loan Commitment Increase	23
	2.7	Notes	25
	2.8	Extension of Maturity Date.	25
	2.9	Adjustment of Sublimits	27

SECTION 3. PAYMENTS			27

	3.1	Interest	27
	3.2	Prepayments	27
	3.3	Payment in Full at Maturity	28
	3.4	Fees	28
	3.5	Place and Manner of Payments	28
	3.6	Pro Rata Treatment	29
	3.7	Computations of Interest and Fees	29
	3.8	Sharing of Payments	30
	3.9	Evidence of Debt	30

SECTION 4. ADDITIONAL PROVISIONS REGARDING LOANS			31

	4.1	Eurodollar Loan Provisions	31
	4.2	Capital Adequacy	33
	4.3	Compensation	34
	4.4	Taxes	34
	4.5	Mitigation; Mandatory Assignment	37

SECTION 5. LETTERS OF CREDIT			38


	5.1	L/C Commitment	38
	5.2	Procedure for Issuance of Letter of Credit	39
	5.3	Fees and Other Charges	39
	5.4	L/C Participations	40
	5.5	Reimbursement Obligation of the Borrowers	40
	5.6	Obligations Absolute	41
	5.7	Letter of Credit Payments	41
	5.8	Applications	42
	5.9	Cash collateral	42

SECTION 6. CONDITIONS PRECEDENT			42

	6.1	Restatement Effective Date Conditions	42
	6.2	Conditions to Loans and Letters of Credit	44

SECTION 7. REPRESENTATIONS AND WARRANTIES			45

	7.1	Organization and Good Standing	45
	7.2	Due Authorization	45
	7.3	No Conflicts	46
	7.4	Consents	46
	7.5	Enforceable Obligations	46
	7.6	Financial Condition	46
	7.7	No Default	46
	7.8	Indebtedness	47
	7.9	Litigation	47
	7.10	Taxes	47
	7.11	Compliance with Law	47
	7.12	ERISA	47
	7.13	Government Regulation	48
	7.14	Solvency	48
	7.15	Anti-Corruption Laws and Sanctions	48
	7.16	Affected Financial Institutions.	48

SECTION 8. AFFIRMATIVE COVENANTS			48

	8.1	Information Covenants	48
	8.2	Preservation of Existence and Franchises	50
	8.3	Books and Records	50
	8.4	Compliance with Law	50
	8.5	Payment of Taxes	50
	8.6	Insurance	51
	8.7	Performance of Obligations	51
	8.8	ERISA	51
	8.9	Use of Proceeds	51

	8.10	Audits/Inspections	52
	8.11	Total Funded Debt to Capitalization	52
	8.12	Anti-Corruption Laws and Sanctions	52

SECTION 9. NEGATIVE COVENANTS			52

	9.1	Nature of Business	52
	9.2	Consolidation and Merger	53
	9.3	Sale or Lease of Assets	53
	9.4	Limitation on Liens	53
	9.5	Fiscal Year	54
	9.6	Use of Proceeds	54

SECTION 10. EVENTS OF DEFAULT			54

	10.1	Events of Default	54
	10.2	Acceleration; Remedies	57
	10.3	Allocation of Payments After Event of Default	58

SECTION 11. AGENCY PROVISIONS			59

	11.1	Appointment	59
	11.2	Delegation of Duties	59
	11.3	Exculpatory Provisions	59
	11.4	Reliance on Communications	60
	11.5	Notice of Default	60
	11.6	Non-Reliance on Administrative Agent and Other Lenders	61
	11.7	Indemnification	61
	11.8	Administrative Agent in Its Individual Capacity	62
	11.9	Successor Administrative Agent	62
	11.10	ERISA Matters	62

SECTION 12. MISCELLANEOUS			64

	12.1	Notices	64
	12.2	Right of Set-Off; Adjustments	65
	12.3	Benefit of Agreement	66
	12.4	No Waiver; Remedies Cumulative	69
	12.5	Payment of Expenses, etc.	69
	12.6	Amendments, Waivers and Consents	70
	12.7	Counterparts; Telecopy; Electronic Delivery	72
	12.8	Headings	72
	12.9	Defaulting Lenders	72
	12.10	Survival of Indemnification and Representations and Warranties	74
	12.11	GOVERNING LAW	74
	12.12	WAIVER OF JURY TRIAL	75

iii

12.13	Severability	75
12.14	Entirety	75
12.15	Binding Effect	75
12.16	Submission to Jurisdiction	75
12.17	Confidentiality	76
12.18	Designation of SPVs	76
12.19	USA Patriot Act	77
12.20	No Fiduciary Duty	78
12.21	Acknowledgement and Consent to Bail-In of Affected Financial Institutions.	78
12.22	Effect of Restatement	79

SCHEDULES

Schedule 1.1 Commitments

Schedule 5.1 Existing Letters of Credit

Schedule 12.1Notices

EXHIBITS

Exhibit 2.2(a)Form of Notice of Borrowing
Exhibit 2.2(c)Form of Notice of Conversion/Continuation

Exhibit 2.7(a)Form of Revolving Loan Note
Exhibit 2.8(a)Form of Extension of Maturity Date Request

Exhibit 2.8(b)Form of Extension of Maturity Date Certificate

Exhibit 2.9 Form of Sublimit Adjustment Letter
Exhibit 6.1(c)Form of Closing Certificate
Exhibit 8.1(c)Form of Officer’s Certificate
Exhibit 12.3 Form of Assignment Agreement

FOURTH AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT

FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Credit Agreement”), dated as of March 22, 2019 among DOMINION ENERGY, INC., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, QUESTAR GAS COMPANY, a Utah corporation, and DOMINION ENERGY SOUTH CAROLINA, INC. (f/k/a SOUTH CAROLINA ELECTRIC & GAS COMPANY), a South Carolina corporation (each of the above, individually, a “Borrower” and collectively, the “Borrowers”), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), and Mizuho Bank, Ltd., Bank of America, N.A., The Bank of Nova Scotia and Wells Fargo Bank, N.A., as Syndication Agents.

RECITALS

A.Pursuant to the Third Amended and Restated Revolving Credit Agreement dated as of March 20, 2018 among, inter alia, Dominion Energy, Inc., Virginia Electric and Power Company and Questar Gas Company (the “Existing Borrowers”), JPMorgan Chase Bank, N.A., as administrative agent, and Mizuho Bank, Ltd., Bank of America, N.A, The Bank of Nova Scotia and Wells Fargo Bank, N.A., as syndication agents (as amended and as it may have been further amended, restated or supplemented before the date hereof, the “Existing Credit Agreement”), the Lenders party thereto agreed to make certain revolving loans to, and the Issuing Lenders (as defined therein) agreed to issue certain letters of credit for the account of, the Existing Borrowers upon the terms and conditions set forth in the Existing Credit Agreement.

B.The parties to the Existing Credit Agreement have agreed to amend and restate the Existing Credit Agreement as set forth herein.

NOW, THEREFORE, the parties hereto hereby agree that the Existing Credit Agreement is hereby amended and restated in its entirety.

SECTION 1. DEFINITIONS AND ACCOUNTING TERMS

1.1 Definitions. As used herein, the following terms shall have the meanings herein specified unless the context otherwise requires. Defined terms herein shall include in the singular number the plural and in the plural the singular:

“Additional Lender” shall have the meaning set forth in Section 2.6(b).

“Additional Lender Supplement” shall have the meaning set forth in Section 2.6(b)

“Adjusted Eurodollar Rate” means with respect to any Borrower the Eurodollar Rate plus the Applicable Percentage for Eurodollar Loans for the relevant Borrower.

“Administrative Agent” means JPMorgan Chase Bank, N.A. and any successors and assigns in such capacity.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling (including but not limited to all directors and officers of such Person), controlled by or under direct or indirect common control with such Person. A Person shall be deemed to control a corporation if such Person possesses, directly or indirectly, the power (i) to vote 20% or more of the securities having ordinary voting power for the election of directors of such corporation or (ii) to direct or cause direction of the management and policies of such corporation, whether through the ownership of voting securities, by contract or otherwise.

“Applicable Percentage” means, for Revolving Loans made to each Borrower and the calculation of Facility Fees, the appropriate applicable percentages, in each case, corresponding to the Rating of the relevant Borrower in effect from time to time as shown below:

Pricing Level	Rating of Borrower	Applicable Percentage for Eurodollar Loans	Applicable Percentage for Base Rate Loans	Applicable Percentage for Facility Fees

I.	≥A+ from S&P or	0.800%	0.000%	0.075%
	A1 from Moody’s or A+ from Fitch
II.	A from S&P or	0.900%	0.000%	0.100%
	A2 from Moody’s or A from Fitch
III.	A- from S&P or	1.000%	0.000%	0.125%
	A3 from Moody’s or A- from Fitch
IV.	BBB+ from S&P or	1.075%	0.075%	0.175%
	Baa1 from Moody’s or BBB+ from Fitch
V.	BBB from S&P or	1.275%	0.275%	0.225%
	Baa2 from Moody’s or BBB from Fitch
VI.	BBB- from S&P or Baa3 from Moody’s or BBB- from Fitch or lower	1.475%	0.475%	0.275%

Notwithstanding the above, if at any time there is a split in Ratings among S&P, Moody’s and Fitch and (i) two Ratings are equal and higher than the third, the higher Rating will apply, (ii) two Ratings are equal and lower than the third, the lower Rating will apply or (iii) no Ratings are equal, the intermediate Rating will apply. In the event that the Borrower shall maintain Ratings from only two of S&P, Moody's and Fitch and the Borrower is split-rated and (x) the Ratings differential is one level, the higher Rating will apply and (y) the Ratings differential is two levels or more, the level one level lower than the higher Rating will apply.

The Applicable Percentages shall be determined and adjusted on the date of any applicable change in the Rating of the relevant Borrower. Any adjustment in the Applicable Percentages shall be applicable to all existing Loans (commencing with the succeeding Interest Period, if any) as well as any new Loans.

The Applicable Percentage for the Facility Fees payable by a Borrower shall be the appropriate applicable percentages from time to time, as shown above, calculated based on the Ratings of such Borrower at such time, as published by S&P, Moody’s and Fitch and applied to each Borrower’s then applicable Sublimit. It is understood that the Applicable Percentages as of the Restatement Effective Date for Facility Fees payable by (i) DEI are based on Pricing Level V (as shown above) and shall remain at Pricing Level V until an applicable change in the Ratings of the lowest rated Borrower, (ii) VaPower are based on Pricing Level II (as shown above) and shall remain at Pricing Level II until an applicable change in its Ratings, (iii) Questar Gas are based on Pricing Level II (as shown above) and shall remain at Pricing Level II until an applicable change in its Ratings and (iv) SCE&G are based on Pricing Level V until an applicable change in its Ratings. Each Borrower shall at all times maintain a Rating from at least two of S&P, Moody's and Fitch. If at any time a Borrower does not have a Rating from at least two of S&P, Moody's and Fitch, the Applicable Percentages shall be set at Pricing Level VI.

Each Borrower shall promptly deliver to the Administrative Agent, at the address set forth on Schedule 12.1, information regarding any change in the Rating of such Borrower that would change the existing Pricing Level (as set forth in the chart above) with respect to such Borrower and/or the Facility Fees.

“Anti-Corruption Laws” means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, and all similar laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption.

“Application” means an application, in such form as the Issuing Lender may specify from time to time, requesting the Issuing Lender to issue a Letter of Credit.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy Code” means the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.

“Base Rate” means, for any day, a fluctuating rate per annum equal to the greatest of (a) the Prime Rate for such day, (b) the sum of one-half of one percent (0.50%) plus the NYFRB Rate for such day or (c) the Eurodollar Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus one percent (1.00%), in each case plus the Applicable Percentage for Base Rate Loans for the relevant Borrower; provided that if any such rate shall be less than zero, such rate shall be deemed to be zero. Each change in the Base Rate based upon a change in the Prime Rate, the NYFRB Rate or the Eurodollar Rate shall take effect at the time of such change in the Prime Rate, the Federal Funds Rate, or the Eurodollar Rate, respectively.

“Base Rate Loan” means a Loan that bears interest at a Base Rate.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation, which certification shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Part 4 of Subtitle B of Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies or (c) any Person whose assets include (within the meaning of the Plan Asset Regulations) the assets of any such “employee benefit plan” or “plan.”

“Borrower” has the meaning set forth in the preamble hereof.

“Business Day” means any day other than a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or required by law or other governmental action to close in New York, New York; provided that in the case of Eurodollar Loans, such day is also a day on which dealings between banks are carried on in Dollar deposits in the London interbank market.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

“Capitalization” means the sum of (a) Total Funded Debt plus (b) Net Worth.

“Change of Control” means (i) with respect to Dominion Energy, the direct or indirect acquisition by any person (as such term is defined in Section 13(d) of the Exchange Act) of beneficial ownership of more than 50% of the outstanding shares of the capital stock of Dominion Energy entitled to vote generally for the election of directors of Dominion Energy, (ii) with respect to VaPower, Questar Gas, or SCE&G such Borrower shall cease to be a Subsidiary of Dominion Energy (other than VaPower, Questar Gas, or SCE&G as the case may be, being merged with and into Dominion Energy) or a Change of Control shall occur with respect to Dominion Energy and (iii) with respect to Questar Gas or SCE&G, Dominion Energy shall cease to own, directly or indirectly, more than 50% of the outstanding equity, membership or other ownership interest of Questar Gas or SCE&G, as applicable.

“Closing Date” means March 22, 2019.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Commitment” means, with respect to each Lender, such Lender’s share of the Revolving Loan Commitment based upon such Lender’s Commitment Percentage.

“Commitment Increase” means an increase in the Revolving Loan Commitment as set forth in Section 2.6.

“Commitment Increase Supplement” has the meaning set forth in Section 2.6(c).

“Commitment Percentage” means, for each Lender, the percentage identified as its Commitment Percentage opposite such Lender’s name on Schedule 1.1, as such percentage may be modified in accordance with the terms of this Credit Agreement. For purposes of Section 12.9, when a Defaulting Lender shall exist, “Commitment Percentage” shall mean the percentage of total Revolving Loan Commitments represented by such Lender’s Commitment disregarding any Defaulting Lender’s Commitments.

“Commitment Period” means the period from the Closing Date to the Maturity Date.

“Consolidated Affiliate” means, as to any Person, each Affiliate of such Person (whether now existing or hereafter created or acquired), the financial statements of which are consolidated with the financial statements of such Person in accordance with GAAP, including principles of consolidation.

“Continuing Lender” has the meaning set forth in Section 2.8(b).

“Credit Documents” means this Credit Agreement, the Notes (if any), the Fee Letter and all other related agreements and documents issued or delivered hereunder or thereunder or pursuant hereto or thereto.

“Credit Exposure” has the meaning set forth in the definition of “Required Lenders” below.

“Credit Party” means the Administrative Agent, each Issuing Lender or any other Lender.

“Default” means with respect to each Borrower any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default by such Borrower.

“Defaulting Lender” means, at any time, any Lender that, at such time (a) has failed, within three Business Days of the date required to be funded or paid, to (i) make a Loan required pursuant to the terms of this Credit Agreement, (ii) fund any portion of its participations in Letters of Credit or (iii) pay to any Credit Party any other amount required to be paid hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and with supporting facts) has not been satisfied, or, in the case of clause (iii), such amount is the subject of a good faith dispute; (b) notified the Borrowers or any Credit Party in writing, or has made a public statement, to the effect that it does not intend or expect to comply with any of its future funding obligations under this Credit Agreement (unless such writing or public statement states that such position is based on such Lender’s good faith determination that a condition precedent to funding a Loan under this Credit Agreement, specifically identified and with reasonable supporting facts, cannot be met) or generally under other agreements in which it commits to extend credit, (c) failed, within three Business Days after a request by a Borrower or a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender in the jurisdiction of such Lender’s lending office that it will comply with its obligations to fund prospective Loans and participations in then outstanding Letters of Credit under this Credit Agreement, provided, however, that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Borrower’s or such Credit Party’s receipt of such certification, or (d) has, or has a direct or indirect parent company that has, (i) been adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or its assets, to be insolvent, (ii) has become subject to a bankruptcy, insolvency, receivership, conservatorship or other similar proceedings, or has had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Persons charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such capacity or (iii) becomes the subject of a Bail-in Action; provided, that a Lender shall not become a Defaulting Lender solely as the result of the acquisition or maintenance of an ownership interest in such Lender or in any Person controlling such Lender, or the exercise of control over such Lender or over any Person controlling such Lender, by a Governmental Authority or an instrumentality thereof.

“Dollar”, “dollar” and “$” means lawful currency of the United States.

“Dominion Energy” or “DEI” means Dominion Energy, Inc., a Virginia corporation, and its successors and permitted assigns.

“DEI Sublimit” means $3,750,000,000 as such amount may be adjusted pursuant to Sections 2.6(e) and 2.9.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means (a) any Lender or Affiliate or Subsidiary of a Lender and (b) any other commercial bank, financial institution or “accredited investor” (as defined in Regulation D) that is either a bank organized or licensed under the laws of the United States of America or any State thereof or that has agreed to provide the information listed in Section 4.4(f) to the extent that it may lawfully do so and that is approved by the Administrative Agent and DEI (such approval not to be unreasonably withheld or delayed); provided that (i) DEI’s consent is not required pursuant to clause (a) or, with respect to clause (b), during the existence and continuation of a Default or an Event of Default, (ii) each Eligible Assignee shall be reasonably acceptable to the Issuing Lenders, and (iii) none of the Borrowers nor any Affiliate or Subsidiary of any Borrower shall qualify as an Eligible Assignee. In no event may a natural person (or holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person) or a Defaulting Lender be an Eligible Assignee.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and the rulings issued thereunder.

“ERISA Affiliate” means with respect to each Borrower each person (as defined in Section 3(9) of ERISA) which together with such Borrower or any Subsidiary of such Borrower would be deemed to be a member of the same “controlled group” within the meaning of Section 414(b), (c), (m) and (o) of the Code or under common control within the meaning of Section 4001(a)(14) of ERISA.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Eurodollar Loans” means a Loan that bears interest at the Adjusted Eurodollar Rate.

“Eurodollar Rate” means with respect to any Eurodollar Loan, for the Interest Period applicable thereto, a rate per annum determined pursuant to the following formula:

“Eurodollar Rate” = Interbank Offered Rate

1 - Eurodollar Reserve Percentage

Notwithstanding the foregoing, if the Eurodollar Rate at any time shall be less than zero, such rate shall be deemed to be zero for purposes of this Credit Agreement.

“Eurodollar Reserve Percentage” means, for any day, that percentage (expressed as a decimal) which is in effect from time to time under Regulation D, as such regulation may be amended from time to time or any successor regulation, as the maximum reserve requirement (including, without limitation, any basic, supplemental, emergency, special, or marginal reserves) applicable with respect to Eurocurrency liabilities as that term is defined in Regulation D (or against any other category of liabilities that includes deposits by reference to which the interest rate of Eurodollar Loans is determined), whether or not any Lender has any Eurocurrency liabilities subject to such reserve requirement at that time. Eurodollar Loans shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credits for proration, exceptions or offsets that may be available from time to time to a Lender. The Eurodollar Rate shall be adjusted automatically on and as of the effective date of any change in the Eurodollar Reserve Percentage.

“Eurodollar Revolving Loan” means a Revolving Loan bearing interest at a rate of interest determined by reference to the Eurodollar Rate.

“Event of Default” with respect to any Borrower has the meaning specified in Section 9.1.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Borrowers” has the meaning set forth in the recitals hereof.

“Existing Credit Agreement” has the meaning set forth in the recitals hereof.

“Existing Letters of Credit” has the meaning set forth in Section 5.1(a).

“Existing Maturity Date” has the meaning set forth in Section 2.8(a).

“Extension of Maturity Date Certificate” has the meaning set forth in Section 2.8(b).

“Extension of Maturity Date Request” has the meaning set forth in Section 2.8(a).

“Extension Period” has the meaning set forth in Section 2.8(a).

“Facility Fees” has the meaning set forth in Section 3.4(a).

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Credit Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any law, regulation, rule, promulgation, guidance notes, practices or official agreement implementing an official government agreement with respect to the foregoing.

“Federal Funds Rate” means for any day the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time), as published by the NYFRB on the Business Day next succeeding such day; provided that if the Federal Funds Rate at any time shall be less than zero, such rate shall be deemed to be zero for purposes of this Credit Agreement.

“Fee Letter” is the collective reference to (i) that certain fee letter dated as of January 10, 2018, among the Borrowers (other than SCE&G), JPMCB, Mizuho Bank, Ltd. and the joint lead arrangers, as defined therein, (ii) that certain fee letter dated as of January 10, 2018, among the Borrowers (other than SCE&G), Bank of America, N.A., The Bank of Nova Scotia, Wells Fargo Bank, N.A. and the joint lead arrangers, as defined therein, (iii) that certain fee letter dated as of March 20, 2018, among the Borrowers (other than SCE&G) and the Administrative Agent and (iv) any other fee letter executed by the applicable Borrowers and any Issuing Lender in its capacity as such relating to fees and similar payment obligations in connection with Section 5.3 of this Credit Agreement.

“Fee Payment Date” shall mean (a) the first Business Day of each January, April, July and October and (b) the Maturity Date.

“Fiduciary Rule” has the meaning set forth in Section 11.10(b)(ii).

“Fitch” means Fitch Ratings Ltd., or any successor or assignee of the business of such company in the business of rating securities.

“Funded Debt” means, as to any Person, without duplication: (a) all Indebtedness of such Person for borrowed money or which has been incurred in connection with the acquisition of assets (excluding letters of credit, bankers’ acceptances, Non-Recourse Debt, Mandatorily Convertible Securities, Trust Preferred Securities and Hybrid Equity Securities), (b) all capital lease obligations of such Person (including Synthetic Lease Obligations only to the extent actually included on such Person’s balance sheet delivered pursuant to Sections 8.1(a) or 8.1(b)) and (c) all Guaranty Obligations of Funded Debt of other Persons (including Guaranty Obligations of Funded Debt consisting of Synthetic Lease Obligations only to the extent such Guaranty Obligations are actually included on such Person’s balance sheet delivered pursuant to Sections 8.1(a) or 8.1(b)). Notwithstanding the foregoing (and without limiting a Borrower’s rights under Section 1.3), all obligations of a Borrower under a lease or other arrangement (other than Synthetic Lease Obligations) that is determined by such Borrower to be an operating lease under GAAP (as in effect as of the Closing Date) and any replacement of such lease or such other arrangement on substantially consistent terms regarding the amount thereof, use of proceeds provisions and economic provisions (subject to prevailing market conditions at the time of such replacement) and therefore not Funded Debt shall continue to be excluded from this definition notwithstanding any

changes in applicable accounting rules effective after the date of such determination by such Borrower.

“GAAP” means generally accepted accounting principles in the United States applied on a consistent basis and subject to Section 1.3.

“Governmental Authority” means any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body.

“Granting Lender” has the meaning set forth in Section 12.18 hereof.

“Guaranty Obligations” means, in respect of any Person, any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Indebtedness of another Person, including, without limitation, any obligation (a) to purchase or pay, or advance or supply funds for the purchase or payment of, such Indebtedness or (b) entered into primarily for the purpose of assuring the owner of such Indebtedness of the payment thereof (such as, for example, but without limitation, an agreement to advance or provide funds or other support for the payment or purchase of such Indebtedness or to maintain working capital, solvency or other balance sheet conditions of such other Person, including, without limitation, maintenance agreements, comfort letters or similar agreements or arrangements, or to lease or purchase property, securities or services) if such obligation would constitute an indirect guarantee of indebtedness of others and the disclosure of such obligation would be required in such Person’s financial statements under GAAP; provided, however, that the term Guaranty Obligations shall not include (i) endorsements for deposit or collection in the ordinary course of business, (ii) obligations under purchased power contracts or (iii) obligations of such Person otherwise constituting Guaranty Obligations under this definition to provide contingent equity support, to keep well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise in respect of any Subsidiary or Affiliate of such Person in connection with the non-utility non-recourse financing activities of such Subsidiary or Affiliate.

“Hybrid Equity Securities” means any securities issued by a Borrower or a financing vehicle of a Borrower that (i) are classified as possessing a minimum of “minimal equity content” by S&P, Basket B equity credit by Moody’s, and 25% equity credit by Fitch and (ii) require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to at least 91 days after the later of the termination of the Commitments and the repayment in full of the Revolving Loans and all other amounts due under this Credit Agreement.

“IBA” has the meaning set forth in Section 1.5.

“Impacted Interest Period” has the meaning set forth in the definition of “Interbank Offered Rate”.

“Indebtedness” means, as to any Person, without duplication: (a) all obligations of such Person for borrowed money or evidenced by bonds, debentures, notes or similar instruments; (b) all obligations of such Person for the deferred purchase price of property or services (except trade accounts payable arising in the ordinary course of business, customer deposits, provisions for rate refunds, deferred fuel expenses and obligations in respect of pensions and other post-retirement benefits); (c) all capital lease obligations of such Person; (d) all Indebtedness of others secured by a Lien on any properties, assets or revenues of such Person (other than stock, partnership interests or other equity interests of a Borrower or any of its Subsidiaries in other entities) to the extent of the lesser of the value of the property subject to such Lien or the amount of such Indebtedness; (e) all Guaranty Obligations; and (f) all non-contingent obligations of such Person under any letters of credit or bankers’ acceptances.

“Interbank Offered Rate” means, for any Eurodollar Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBOR01 Page or LIBOR02 Page (or, in the event such rate does not appear on such Reuters pages or screens, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; in each case, the “Screen Rate”) as the London interbank offered rate as administered by the IBA for deposits in Dollars at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on Reuters Screen LIBOR01 Page or LIBOR02 Page, the applicable rate shall be the arithmetic mean of all such rates (rounded upwards, if necessary, to the nearest 1/100 of 1%). If the Screen Rate is not available at such time for such Interest Period (an “Impacted Interest Period”) with respect to Dollars, then the Interbank Offered Rate shall be the Interpolated Rate at such time. “Interpolated Rate” means, at any time, the rate per annum determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the Screen Rate for the longest period (for which that Screen Rate is available in Dollars) that is shorter than the Impacted Interest Period and (b) the Screen Rate for the shortest period (for which that Screen Rate is available for Dollars) that exceeds the Impacted Interest Period, in each case, at such time.

“Interest Payment Date” means (a) as to Base Rate Loans of any Borrower, the last day of each fiscal quarter of such Borrower and the Maturity Date and (b) as to Eurodollar Loans of any Borrower, the last day of each applicable Interest Period and the Maturity Date and, in the case of any Interest Period longer than three months, the respective dates that fall every three months after the first day of such Interest Period. If an Interest Payment Date falls on a date which is not a Business Day, such Interest Payment Date shall be deemed to be the next succeeding Business Day, except that in the case of Eurodollar Loans where the next succeeding Business Day falls in the next succeeding calendar month, then such Interest Payment Date shall be deemed to be the immediately preceding Business Day.

“Interest Period” means as to Eurodollar Loans, a period of 7 days (in the case of new money borrowings) and one, two, three or six months’ duration, as the relevant Borrower may elect, commencing, in each case, on the date of the borrowing (including continuations and conversions of Eurodollar Revolving Loans); provided, however, (i) if any Interest Period would end on a day which is not a Business Day, such Interest Period shall be extended to the next

succeeding Business Day (except that where the next succeeding Business Day falls in the next succeeding calendar month, then such Interest Period shall end on the next preceding Business Day), (ii) no Interest Period shall extend beyond the Maturity Date and (iii) with respect to Eurodollar Loans, where an Interest Period begins on a day for which there is no numerically corresponding day in the calendar month in which the Interest Period is to end, such Interest Period shall end on the last Business Day of such calendar month.

“Interpolated Rate” has the meaning set forth in the definition of “Interbank Offered Rate”.

“Issuing Lender” means, with respect to any Letter of Credit, the issuer thereof, which shall be any of JPMCB, Bank of America, N.A., The Bank of Nova Scotia, Wells Fargo Bank, N.A., U.S. Bank National Association, KeyBank National Association, any affiliate of any of the foregoing, or one or more consenting Lenders selected by the Joint Lead Arrangers in consultation with and satisfactory to the Borrowers, each in its capacity as issuer of any Letter of Credit.

“Joint Lead Arrangers” means JPMCB, Mizuho Bank, Ltd, Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Credit Agreement), The Bank of Nova Scotia and Wells Fargo Securities, LLC.

“JPMCB” means JPMorgan Chase Bank, N.A.

“L/C Commitment” means $2,000,000,000.

“L/C Obligations” means, at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 5.5. The L/C Obligation of any Lender at any time shall be its Commitment Percentage of the total L/C Obligations at such time.

“L/C Participants” means the collective reference to all the Lenders other than the applicable Issuing Lender.

“Lenders” means those banks and other financial institutions identified as such on the signature pages hereto and such other institutions that may become Lenders pursuant to Section 12.3(b). Unless the context otherwise requires, the term “Lenders” includes the Issuing Lender.

“Letter of Credit” has the meaning set forth in Section 5.1(a).

“Letter of Credit Fees” has the meaning set forth in Section 5.3(a).

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, encumbrance, lien (statutory or otherwise), preference, priority or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the Uniform Commercial Code as adopted and in effect in the relevant jurisdiction or other similar recording or notice statute, and any lease in the nature thereof).

“Loan” means any loan made by any Lender pursuant to this Credit Agreement.

“Mandatorily Convertible Securities” means any mandatorily convertible equity-linked securities issued by a Borrower, so long as the terms of such securities require no repayments or prepayments and no mandatory redemptions or repurchases (other than repayments, prepayments, redemptions or repurchases that are to be settled by the issuance of equity securities by a Borrower or the proceeds of which are concurrently applied to purchase equity securities from a Borrower), in each case prior to at least 91 days after the later of the termination of the Commitments and the repayment in full of the Loans and all other amounts due under this Credit Agreement.

“Material Adverse Effect” means with respect to any Borrower a material adverse effect, after taking into account applicable insurance, if any, on (a) the operations, financial condition or business of such Borrower and its subsidiaries taken as a whole, (b) the ability of such Borrower to perform its obligations under this Credit Agreement or (c) the validity or enforceability of this Credit Agreement or any of the other Credit Documents against such Borrower, or the rights and remedies of the Lenders against such Borrower hereunder or thereunder; provided, however, that a transfer of assets permitted under and in compliance with Section 9.3 shall not be considered to have a Material Adverse Effect.

“Material Subsidiary” shall mean (i) with respect to any Borrower, a Subsidiary of such Borrower whose total assets (as determined in accordance with GAAP) represent at least 20% of the total assets of such Borrower, on a consolidated basis and (ii) notwithstanding the foregoing, VaPower with respect to DEI.

“Maturity Date” means March 20, 2023 or such later date as shall be determined pursuant to the provisions of Section 2.8, or if such date is not a Business Day, the Business Day next succeeding such date.

“Maximum L/C Commitment” has the meaning set forth in Section 5.1(c) hereof.

“Moody’s” means Moody’s Investors Service, Inc., or any successor or assignee of the business of such company in the business of rating securities.

“Multiemployer Plan” means at any time an employee pension benefit plan within the meaning of Section 4001(a)(3) of ERISA to which any ERISA Affiliate is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions, including for these purposes any Person which ceased to be a ERISA Affiliate during such five year period but only with respect to the period during which such Person was a ERISA Affiliate.

“Net Worth” means with respect to any Borrower, as of any date, the shareholders’ equity or net worth of such Borrower and its Consolidated Affiliates (including, but not limited to, the value of any Mandatorily Convertible Securities, Trust Preferred Securities, Hybrid Equity Securities and Preferred Stock; but, excluding the accumulated other comprehensive income or loss component of shareholders’ equity (“AOCI”), such AOCI to be computed assuming that such Borrower was entitled to utilize hedge accounting treatment for applicable interest expense and interest income items identified by such Borrower), on a consolidated basis, as determined in accordance with GAAP except as otherwise noted above.

“Non-Recourse Debt” means Indebtedness (a) as to which no Borrower (i) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (ii) is directly or indirectly liable as a guarantor or otherwise, or (iii) constitutes the lender; (b) no default with respect to which would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Loans or the Notes) of any Borrower to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and (c) as to which the lenders will not have any recourse to the stock or assets of any Borrower (other than the specific assets pledged to secure such Indebtedness) and the relevant legal documents so provide.

“Non-Regulated Assets” means with respect to any Borrower, the operations that are not regulated by a Governmental Authority with respect to ratemaking (i.e., merchant generation, exploration and production, producer services or retail supply assets of the Borrower).

“Notes” means the reference to the Revolving Loan Notes of the Borrowers.

“Notice of Borrowing” means a request by a Borrower for a Loan in the form of Exhibit 2.2(a).

“Notice of Continuation/Conversion” means a request by a Borrower for the continuation or conversion of a Loan in the form of Exhibit 2.2(c).

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any date that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates is published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Credit Agreement.

“OFAC” means the Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Offered Increase Amount” has the meaning set forth in Section 2.6(a).

“Other Taxes” has the meaning set forth in Section 4.4(b) hereof.

“Overnight Bank Funding Rate” means, for any date, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

“Patriot Act” has the meaning set forth in Section 12.19 hereof.

“PBGC” means the Pension Benefit Guaranty Corporation established under ERISA and any successor thereto.

“Pension Plans” has the meaning set forth in Section 8.8 hereof.

“Person” means any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other enterprise (whether or not incorporated), or any government or political subdivision or any agency, department or instrumentality thereof.

“Plan” means any single-employer plan as defined in Section 4001 of ERISA, which is maintained, or at any time during the five calendar years preceding the date of this Credit Agreement was maintained, for employees of a Borrower, any Subsidiary of a Borrower or any ERISA Affiliate of a Borrower.

“Plan Asset Regulation” means the regulations issued by the United States Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the United States Code of Federal Regulations, as modified by Section 3(42) of ERISA, as the same may be amended from time to time.

“Preferred Stock” means any Capital Stock issued by a Borrower that is entitled to preference or priority over any other Capital Stock of such Borrower in respect of the payment of dividends or distribution of assets upon liquidation, or both.

“Prime Rate” means the per annum rate of interest established from time to time by JPMCB at its principal office in New York, New York as its Prime Rate. Any change in the interest rate resulting from a change in the Prime Rate shall become effective as of 12:01 a.m. of the Business Day on which each change in the Prime Rate is announced by the Administrative Agent. The Prime Rate is a reference rate used by the Administrative Agent in determining interest rates on certain loans and is not intended to be the lowest rate of interest charged on any extension of credit to any debtor.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Questar Gas” means Questar Gas Company, a Utah corporation, and its successors and permitted assigns.

“Questar Gas Sublimit” means $250,000,000 as such amount may be adjusted pursuant to Sections 2.6(e) and 2.9.

“Rating” means the rating assigned by S&P, Moody’s or Fitch to a Borrower based on such Borrower’s senior, unsecured, non-credit-enhanced obligations or, if no such rating is assigned to a Borrower by at least two of S&P, Moody’s or Fitch, the issuer rating assigned to such Borrower by S&P, Moody’s or Fitch.

“Register” has the meaning set forth in Section 12.3(c).

“Reimbursement Obligation” means the obligation of each Borrower to reimburse an Issuing Lender pursuant to Section 5.5 for amounts drawn under each Letter of Credit issued by such Issuing Lender for the account of such Borrower.

“Reportable Event” means a “reportable event” as defined in Section 4043 of ERISA with respect to which the notice requirements to the PBGC have not been waived.

“Requested Maturity Date” has the meaning set forth in Section 2.8(a).

“Required Lenders” means Lenders whose aggregate Credit Exposure (as hereinafter defined) constitutes more than 50% of the aggregate Credit Exposure of all Lenders at such time; provided, however, that if any Lender shall be a Defaulting Lender at such time then there shall be excluded from the determination of Required Lenders the aggregate principal amount of Credit Exposure of such Lender at such time. For purposes of the preceding sentence, the term “Credit Exposure” as applied to each Lender shall mean (a) at any time prior to the termination of the Commitments, the Commitment Percentage of such Lender multiplied by the Revolving Loan Commitment and (b) at any time after the termination of the Commitments, the sum of (i) the outstanding amount of Loans owed to such Lender and (ii) such Lender’s Commitment Percentage of the L/C Obligations then outstanding.

“Responsible Officer” means, with respect to any Borrower, each of the Chief Financial Officer, the Treasurer and any Assistant Treasurer – Corporate Finance, of such Borrower.

“Resolution Authority” means, (i) with respect to any Lender that is a UK Financial Institution, a UK Resolution Authority and (ii) with respect to any Lender that is a EEA Financial Institution, an EEA Resolution Authority.

“Restatement Effective Date” has the meaning set forth in Section 6.1 hereof.

“Revolving Loan” means a Loan made by the Lenders to a Borrower pursuant to Section 2.1(a) hereof.

“Revolving Loan Commitment” means Six Billion Dollars ($6,000,000,000), as such amount may be otherwise reduced in accordance with Section 2.5 or increased in accordance with Section 2.6.

“Revolving Loan Commitment Increase Notice” has the meaning set forth in Section 2.6(a).

“Revolving Loan Notes” means with respect to any Borrower the promissory notes of such Borrower in favor of each Lender evidencing the Revolving Loans made to such Borrower and substantially in the form of Exhibit 2.7(a), as such promissory notes may be amended, modified, supplemented or replaced from time to time.

“S&P” means S&P Global Inc. or any successor in the business of rating securities.

“Sanctioned Country” means, at any time, a country or territory which is itself the subject or target of any Sanctions (at the time of this Credit Agreement, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC or the U.S. Department of State, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person described in clause (a) or (b) above.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by OFAC or the U.S. Department of State.

“SCE&G” means Dominion Energy South Carolina, Inc. (f/k/a South Carolina Electric & Gas Company), a South Carolina corporation, and its successors and permitted assigns.

“SCE&G Indenture” means the Indenture, dated as of April 1, 1993, from SCE&G to NationsBank of Georgia, National Association, predecessor to The Bank of New York Mellon Trust Company, N.A., as supplemented to date and as it may hereafter be amended and supplemented.

“SCE&G Sublimit” means $500,000,000 as such amount may be adjusted pursuant to Sections 2.6(e) and 2.9.

“Screen Rate” has the meaning set forth in the definition of “Interbank Offered Rate”.

“Solvent” means, with respect to any Person as of a particular date, that on such date (a) the fair saleable value (on a going concern basis) of such Person’s assets exceeds its liabilities, contingent or otherwise, fairly valued, (b) such Person will be able to pay its debts as they become due, (c) such Person does not have unreasonably small capital with which to satisfy all of its current and reasonably anticipated obligations and (d) such Person does not intend to incur nor does it reasonably anticipate that it will incur debts beyond its ability to pay as such debts become due.

“SPV” has the meaning set forth in Section 12.18 hereof.

“Sublimit” means, individually, the DEI Sublimit, the VaPower Sublimit, the Questar Gas Sublimit or the SCE&G Sublimit and collectively, the “Sublimits”.

“Subsidiary” means as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership, limited liability company or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Credit Agreement shall refer to a Subsidiary or Subsidiaries of a Borrower.

“Synthetic Lease” means each arrangement, however described, under which the obligor accounts for its interest in the property covered thereby under GAAP as lessee of a lease which is not a capital lease under GAAP and accounts for its interest in the property covered thereby for federal income tax purposes as the owner.

“Synthetic Lease Obligation” means, as to any Person with respect to any Synthetic Lease at any time of determination, the amount of the liability of such Person in respect of such Synthetic Lease that would (if such lease was required to be classified and accounted for as a capital lease on a balance sheet of such Person in accordance with GAAP) be required to be capitalized on the balance sheet of such Person at such time.

“Taxes” has the meaning set forth in Section 4.4(a).

“Terminating Lender” has the meaning set forth in Section 2.8(a).

“Total Funded Debt” means with respect to each Borrower all Funded Debt of such Borrower and its Consolidated Affiliates, on a consolidated basis, as determined in accordance with GAAP except as otherwise provided in this Credit Agreement.

“Trust Preferred Securities” means the preferred securities issued by a subsidiary capital trust established by any of the Borrowers outstanding on the date hereof and reflected as Unsecured Junior Subordinated Notes Payable to Affiliated Trust, 8.4%, due 2031, in the financial statements of any of the Borrowers for the fiscal year ended December 31, 2017, and any additional trust preferred securities that are substantially similar thereto, along with the junior subordinated debt obligations of any of the Borrowers, so long as (a) the terms thereof require no repayments or prepayments and no mandatory redemptions or repurchases, in each case prior to at least 91 days after the later of the termination of the Commitments and the repayment in full of the Loans and all other amounts due under this Credit Agreement, (b) such securities are subordinated and junior in right of payment to all obligations of such Borrower for or in respect of borrowed money and (c) the obligors in respect of such preferred securities and subordinated debt have the right to defer interest and dividend payments, in each case, to substantially the same extent as such currently outstanding preferred securities or on similar terms customary for trust preferred securities and not materially less favorable to the interests of such Borrower or the Lenders.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Utilized Revolving Commitment” means, for any Borrower for any day from the Closing Date to the Maturity Date, an amount equal to the sum of (a) the aggregate principal amount of all Loans outstanding on such day to such Borrower and (b) the aggregate L/C Obligations of such Borrower then outstanding.

“VaPower” means Virginia Electric and Power Company, a Virginia corporation and its successors and permitted assigns.

“VaPower Indenture” means the first mortgage bond indenture, dated November 1, 1935, by and between VaPower and The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank and The Chase National Bank of the City of New York), as supplemented and amended through the date hereof and as the same may be hereafter amended, supplemented and/or amended and restated or replaced in its entirety.

“VaPower Sublimit” means $1,500,000,000 as such amount may be adjusted pursuant to Sections 2.6(e) and 2.9.

“Wholly-Owned Subsidiary” means, as to any Person, any other Person all of the Capital Stock of which (other than de minimis directors’ qualifying shares or local ownership shares required by law and outstanding publicly owned Preferred Stock of VaPower, Questar Gas or SCE&G) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

“Withholding Agent” means any Borrower or the Administrative Agent, as determined by applicable law.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

1.2 Computation of Time Periods; Other Definitional Provisions.

For purposes of computation of periods of time hereunder, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.” References in this Credit Agreement to “Sections”, “Schedules” and “Exhibits” shall be to Sections, Schedules or Exhibits of or to this Credit Agreement unless otherwise specified.

1.3 Accounting Terms.

Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall be prepared, in accordance with GAAP applied on a consistent basis. All calculations made for the purposes of determining compliance with this Credit Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with the most recent annual or quarterly financial statements delivered pursuant to Section 8.1; provided, however, if (a) a Borrower shall object to determining such compliance on such basis at the time of delivery of such financial statements due to any change in GAAP or the rules promulgated with respect thereto or (b) the Administrative Agent or the Required Lenders shall so object in writing within 30 days after delivery of such financial statements, then such calculations shall be made on a basis consistent with the most recent financial statements delivered by such Borrower to the Lenders as to which no such objection shall have been made.

1.4 Time.

All references to time herein shall be references to Eastern Standard Time or Eastern Daylight Time, as the case may be, unless specified otherwise.

1.5 Interest Rates; LIBOR Notifications.

The interest rate on Eurodollar Loans is determined by reference to the Eurodollar Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administration, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “Eurodollar Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, any such alternative, successor or replacement rate implemented pursuant to Section 4.1), including

without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the Eurodollar Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

1.6 Divisions.

For all purposes under the Credit Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of its Equity Interests at such time.

SECTION 2. LOANS

2.1 Revolving Loan Commitment.

(a)Revolving Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make revolving loans to each Borrower in Dollars, at any time and from time to time, during the Commitment Period (each a “Revolving Loan” and collectively the “Revolving Loans”); provided that (i) the Utilized Revolving Commitments of (A) DEI shall not exceed the DEI Sublimit, (B) VaPower shall not exceed the VaPower Sublimit, (C) Questar Gas shall not exceed the Questar Gas Sublimit, (D) SCE&G shall not exceed the SCE&G Sublimit and (E) the Borrowers on any day shall not exceed the Revolving Loan Commitment and (ii) with respect to each individual Lender, the Lender’s pro rata share of the sum of outstanding Revolving Loans plus the L/C Obligations then outstanding on any day shall not exceed such Lender’s Commitment Percentage of the Revolving Loan Commitment. Revolving Loans made to any Borrower shall be the several obligations of such Borrower. Subject to the terms and conditions of this Credit Agreement, each Borrower may borrow, repay and reborrow the amount of the Revolving Loan Commitment made to it.

(b)[Reserved].

2.2 Method of Borrowing for Revolving Loans.

(a)Base Rate Loans. By no later than 11:00 a.m. (or, subject to Section 2.3, 12:00 p.m.) on the date of a Borrower’s request for funding of the borrowing (or for the conversion of Eurodollar Revolving Loans to Base Rate Loans), such Borrower shall submit a Notice of Borrowing to the Administrative Agent setting forth (i) the amount requested, (ii) the desire to have such Revolving Loans accrue interest at the Base Rate and (iii) except in the case of conversions of Eurodollar Revolving Loans to Base Rate Loans, complying in all respects with Section 6.2 hereof.

(b)Eurodollar Revolving Loans. By no later than 11:00 a.m. three Business Days prior to the date of a Borrower’s request for funding of the borrowing (or for the conversion of Base Rate Loans to Eurodollar Revolving Loans or the continuation of existing Eurodollar Loans), such Borrower shall submit a Notice of Borrowing to the Administrative Agent setting forth (i) the amount requested, (ii) the desire to have such Revolving Loans accrue interest at the Adjusted Eurodollar Rate, (iii) the Interest Period applicable thereto, and (iv) except in the case of conversions of Base Rate Loans to Eurodollar Revolving Loans or the continuation of existing Eurodollar Loans, complying in all respects with Section 6.2 hereof.

(c)Continuation and Conversion. Each Borrower shall have the option, on any Business Day, to continue existing Eurodollar Revolving Loans made to it for a subsequent Interest Period, to convert Base Rate Loans made to it into Eurodollar Revolving Loans or to convert Eurodollar Revolving Loans made to it into Base Rate Loans. By no later than 11:00 a.m. (a) on the date of the requested conversion of a Eurodollar Revolving Loan to a Base Rate Loan or (b) three Business Days prior to the date for a requested continuation of a Eurodollar Revolving Loan or conversion of a Base Rate Loan to a Eurodollar Revolving Loan, the relevant Borrower shall provide telephonic notice to the Administrative Agent, followed promptly by a written Notice of Continuation/Conversion, setting forth (i) whether the relevant Borrower wishes to continue or convert such Loans and (ii) if the request is to continue a Eurodollar Revolving Loan or convert a Base Rate Loan to a Eurodollar Revolving Loan, the Interest Period applicable thereto. Notwithstanding anything herein to the contrary, (i) except as provided in Section 4.1 hereof, Eurodollar Revolving Loans may be converted to Base Rate Loans only on the last day of an Interest Period applicable thereto; (ii) Eurodollar Revolving Loans may be continued and Base Rate Loans may be converted to Eurodollar Revolving Loans only if no Default or Event of Default with respect to the relevant Borrower is in existence on the date of such extension or conversion; (iii) any continuation or conversion must comply with Sections 2.2(a) or 2.2(b) hereof, as applicable; and (iv) failure by such Borrower to properly continue Eurodollar Revolving Loans at the end of an Interest Period shall be deemed a conversion to Base Rate Loans.

2.3 Funding of Revolving Loans.

Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender will make its pro rata share of the Revolving Loans available to the Administrative Agent by 1:00 p.m. (if the Notice of Borrowing was received not later than 11:00 a.m. on the date of the Borrower’s request) or by 2:00 p.m. (if the Notice of Borrowing was received not later than 12:00 p.m. on the date of the Borrower’s request) on the date specified in the Notice of Borrowing by deposit (in Dollars) of immediately available funds at the offices of the Administrative Agent at its principal office in New York, New York, or at such other address as the Administrative Agent may designate in writing. All Revolving Loans shall be made by the Lenders pro rata on the basis of each Lender’s Commitment Percentage.

No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. The Administrative Agent will make the proceeds of such Revolving Loans available to the relevant Borrower promptly after it receives funds from the Lenders as described in the preceding

paragraph. Unless the Administrative Agent shall have been notified by any Lender prior to the time of any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date of such Loans, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the relevant Borrower and such Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or such Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to such Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (a) the applicable rate for such Loan pursuant to the Notice of Borrowing, if recovered from such Borrower, and (b) the Federal Funds Rate, if recovered from a Lender.

2.4 Minimum Amounts of Revolving Loans.

Each request for Revolving Loans shall be, in the case of Eurodollar Revolving Loans, in an aggregate principal amount that is not less than the lesser of $10,000,000 or the remaining amount available to be borrowed and, in the case of Base Rate Loans, in an aggregate principal amount that is not less than the lesser of $5,000,000 or the remaining amount available to be borrowed. Any Revolving Loan requested shall be in an integral multiple of $1,000,000 unless the request is for all of the remaining amount available to be borrowed.

2.5 Reductions of Revolving Loan Commitment.

Upon at least three Business Days’ notice, Dominion Energy, on its own behalf and/or acting on the request of any other Borrower, shall have the right to permanently terminate or reduce the aggregate unused amount of the Revolving Loan Commitment available to it and/or such other Borrower at any time or from time to time; provided that (a) each partial reduction shall be in an aggregate amount at least equal to $10,000,000 and in integral multiples of $1,000,000 above such amount, (b) no reduction shall be made which would reduce the Revolving Loan Commitment to an amount less than the Utilized Revolving Commitment and (c) each such reduction shall have the effect of reducing each Borrower’s Sublimit in a pro rata amount. Any reduction in (or termination of) the Revolving Loan Commitment shall be permanent and may not be reinstated (except as may be otherwise provided pursuant to Section 2.6).

2.6 Revolving Loan Commitment Increase.

(a)The Borrowers shall have the right to increase the Revolving Loan Commitments pursuant to this Section 2.6 subject to the restrictions of subsection 2.6(d) below (any such increase, a “Commitment Increase”) provided that (i) no Default or Event of Default has occurred and is continuing on the date of the Commitment Increase or shall result from the proposed Commitment Increase and (ii) the representations and warranties contained in Section 7

and in the other Credit Documents shall be true and correct in all material respects on and as of the date of the Commitment Increase as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date). In the event that the Borrowers wish to increase the aggregate Revolving Loan Commitment at any time, the Borrowers shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Revolving Loan Commitment Increase Notice”); provided, that the aggregate amount of any such increase in the Revolving Loan Commitment shall be at least $25,000,000. Each Revolving Loan Commitment Increase Notice shall specify which Lenders and/or other banks, financial institutions or other entities the Borrowers desire to participate in such Commitment Increase. The Borrowers or, if requested by the Borrowers, the Administrative Agent, will notify such Lenders and/or other banks, financial institutions or other entities of such offer.

(b)Any additional bank, financial institution or other entity which the Borrowers select to offer participation in the Commitment Increase and which elects to become a party to this Credit Agreement and provide a commitment in an amount so offered and accepted by it pursuant to subsection 2.6(a) shall execute an Additional Lender Supplement (in substantially the form specified by the Administrative Agent, each an “Additional Lender Supplement”) with the Borrowers and the Administrative Agent, whereupon such bank, financial institution or other entity (herein called an “Additional Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Credit Agreement, and Schedule 1.1 shall be deemed to be amended to add the name and Commitment of such Additional Lender, provided that (i) the Commitment of any such new Additional Lender shall be in an amount not less than $25,000,000 and (ii) any Additional Lender shall be reasonably acceptable to the Administrative Agent and each Issuing Lender.

(c)Any existing Lender which accepts an offer to it by the Borrowers to increase its Commitment pursuant to Section 2.6 shall, in each case, execute a Commitment Increase Supplement (in substantially the form specified by the Administrative Agent, each a “Commitment Increase Supplement”) with the Borrowers and the Administrative Agent whereupon such Lender shall be bound by and entitled to the benefits of this Credit Agreement with respect to the full amount of its Commitment as so increased, and Schedule 1.1 shall be deemed to be amended to so increase the Commitment of such Lender.

(d)Notwithstanding anything to the contrary in this Section 2.6, it is understood and agreed that (i) in no event shall any further Commitment Increase or transaction effected pursuant to this Section 2.6 cause the aggregate Revolving Loan Commitment hereunder to exceed $7,500,000,000 absent a further amendment to this Credit Agreement, and (ii) no existing Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion.

(e)At the time the Borrowers submit a Revolving Loan Commitment Increase Notice, they shall advise the Lenders of the allocations of the applicable Commitment Increase to their respective Sublimits, which allocations would become effective to increase the applicable Sublimits upon the effectiveness of such Commitment Increase pursuant hereto.

2.7 Notes.

(a)Revolving Loan Notes. The Revolving Loans made by the Lenders to a Borrower shall be evidenced, upon request by any Lender, by a promissory note of such Borrower payable to each Lender in substantially the form of Exhibit 2.7(a) hereto (the “Revolving Loan Notes”) and in a principal amount equal to the amount of such Lender’s Commitment Percentage of the Revolving Loan Commitment as originally in effect.

(b)Recordation of Loan Information. The date, amount, type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to each Borrower, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books; provided that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of such Borrower to make a payment when due of any amount owing hereunder or under any Note in respect of the Loans to be evidenced by such Note, and each such recordation or endorsement shall be conclusive and binding absent manifest error.

2.8 Extension of Maturity Date.

(a)On any anniversary of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.

(b)If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.

(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender.

(d)Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

2.9 Adjustment of Sublimits.

So long as no Event of Default exists with respect to any Borrower and the representations and warranties made by each Borrower in or pursuant to the Credit Documents (excluding clause (ii) of the second paragraph of Section 7.6 and excluding Section 7.9) are true and correct in all material respects on and as of the date of a Sublimit Adjustment Letter with the same effect as if made on such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date), upon five Business Days’ notice to the Administrative Agent pursuant to a Sublimit Adjustment Letter substantially in the form of Exhibit 2.9, the Borrowers may up to six times in a calendar year reallocate the amounts of their Sublimits between their respective Sublimits, provided that the Questar Gas Sublimit shall not at any time exceed $1,000,000,000 and the SCE&G Sublimit shall not at any time exceed $1,000,000,000.

SECTION 3. PAYMENTS

3.1 Interest.

(a)Interest Rate.

(i)All Base Rate Loans made to a Borrower shall accrue interest at the Base Rate with respect to such Borrower.

(ii)All Eurodollar Loans made to a Borrower shall accrue interest at the Adjusted Eurodollar Rate applicable to such Borrower.

(b)Default Rate of Interest. Upon the occurrence, and during the continuance, of an Event of Default under Section 10.1(a) with respect to any Borrower, the principal of and, to the extent permitted by law, interest on the Loans outstanding to such Borrower and any other amounts owing by such Borrower hereunder or under the other Credit Documents shall bear interest, payable on demand, at a per annum rate equal to 2% plus the rate which would otherwise be applicable (or if no rate is applicable, then the rate for Loans outstanding to such Borrower that are Base Rate Loans plus 2% per annum).

(c)Interest Payments. Interest on Loans shall be due and payable in arrears on each Interest Payment Date.

3.2 Prepayments.

(a)Voluntary Prepayments. Each Borrower shall have the right to prepay Loans made to it in whole or in part from time to time without premium or penalty; provided, however, that (i) Eurodollar Loans may only be prepaid on three Business Days’ prior written notice to the Administrative Agent and any prepayment of Eurodollar Loans will be subject to Section 4.3 hereof and (ii) each such partial prepayment of Loans shall be in the minimum principal amount of $10,000,000. Amounts prepaid hereunder shall be applied as such Borrower may elect; provided that if such Borrower fails to specify the application of a voluntary prepayment then such prepayment shall be applied in each case first to Base Rate Loans of such Borrower and then to Eurodollar Revolving Loans of such Borrower in direct order of Interest Period maturities.

(b)Mandatory Prepayments. If at any time the amount of the Utilized Revolving Commitment exceeds the Revolving Loan Commitment, one or more of the Borrowers shall immediately make a principal payment to the Administrative Agent in the manner and in an amount necessary to be in compliance with Section 2.1 hereof. Any payments made under this Section 3.2(b) shall be subject to Section 4.3 hereof and shall be applied first to Base Rate Loans of the relevant Borrower, then to Eurodollar Revolving Loans of the relevant Borrower in direct order of Interest Period maturities pro rata among all Lenders holding same.

3.3 Payment in Full at Maturity.

On the Maturity Date, the entire outstanding principal balance of all Loans, together with accrued but unpaid interest and all other sums owing under this Credit Agreement, shall be due and payable in full, unless accelerated sooner pursuant to Section 10 hereof.

3.4 Fees

(a)Facility Fees.

(i)In consideration of the Revolving Loan Commitment being made available by the Lenders hereunder, DEI agrees to pay to the Administrative Agent (for itself and on behalf of VaPower, Questar Gas, and SCE&G), for the pro rata benefit of each Lender (except as otherwise provided in Section 12.9 with respect to a Defaulting Lender), a per annum fee equal to the Applicable Percentage for Facility Fees multiplied by the Revolving Loan Commitment (the “Facility Fees”).

(ii)The accrued Facility Fees shall be due and payable in arrears on each Fee Payment Date (as well as on any date that the Revolving Loan Commitment is reduced) for the immediately preceding fiscal quarter (or portion thereof), beginning with the first of such dates to occur after the Closing Date.

(b)Administrative Fees. Dominion Energy agrees to pay to the Administrative Agent an annual fee as agreed to between the Borrowers and the Administrative Agent.

3.5 Place and Manner of Payments.

All payments of principal, interest, fees, expenses and other amounts to be made by each Borrower under this Credit Agreement shall be received not later than 2:00 p.m. on the date when due in Dollars and in immediately available funds, without setoff, deduction, counterclaim or withholding of any kind, by the Administrative Agent at its offices in New York, New York, except payments to be made directly to an Issuing Lender as provided herein. Each Borrower shall, at the time it makes any payment under this Credit Agreement, specify to the Administrative Agent, the Loans, fees or other amounts payable by such Borrower hereunder to which such payment is to be applied (and in the event that it fails to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent, shall distribute such payment to the Lenders in such manner as it reasonably determines in its sole discretion).

3.6 Pro Rata Treatment.

Except to the extent otherwise provided herein, all Revolving Loans, each payment or prepayment of principal of any Revolving Loan, each payment of interest on the Revolving Loans, each payment of Facility Fees and Letter of Credit Fees, each reduction of the Revolving Loan Commitment, and each conversion or continuation of any Revolving Loans, shall be allocated pro rata among the Lenders in accordance with the respective Commitment Percentages.

3.7 Computations of Interest and Fees.

(a)Except for Base Rate Loans computed using the Prime Rate, on which interest shall be computed on the basis of a 365 or 366 day year as the case may be, all computations of interest and fees hereunder shall be made on the basis of the actual number of days elapsed over a year of 360 days.

(b)It is the intent of the Lenders and each Borrower to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Borrowers are hereby limited by the provisions of this paragraph which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the maturity of any obligation), shall the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum non-usurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the maximum non-usurious amount, any such construction shall be subject to the provisions of this paragraph and such documents shall be automatically reduced to the maximum non-usurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in excess of the maximum lawful amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans of the relevant Borrower and not to the payment of interest, or refunded to the relevant Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans of the relevant Borrower. The right to demand payment of the Loans of any Borrower or any other indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum non-usurious amount permitted by applicable law.

3.8 Sharing of Payments.

Each Lender agrees that, in the event that any Lender shall obtain payment in respect of any Revolving Loan or L/C Obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata share as provided for in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a participation in such Loans, in such amounts and with such other adjustments from time to time, as shall be equitable in order that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender further agrees that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise) shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit to each Lender whose payment shall have been rescinded or otherwise restored. Each Borrower agrees that any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Rate.

3.9 Evidence of Debt.

(a)Each Lender shall maintain an account or accounts evidencing each Loan made by such Lender to a Borrower from time to time, including the amounts of principal and interest payable and paid to such Lender by or for the account of each Borrower from time to time under this Credit Agreement. Each Lender will make reasonable efforts to maintain the accuracy of its account or accounts and to promptly update its account or accounts from time to time, as necessary.

(b)The Administrative Agent shall maintain the Register for each Borrower pursuant to Section 12.3(c), and a subaccount for each Lender, in which Registers and subaccounts (taken together) shall be recorded (i) the amount, type and Interest Period of each such Loan hereunder in accordance with the documents submitted by a Borrower under Section 2.2, (ii) the amount of any principal or interest due and payable or to become due and payable to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from or for the account of the Borrowers and each Lender’s share thereof. The Administrative Agent will make reasonable efforts to maintain the accuracy of the subaccounts referred to in the preceding sentence and to promptly update such subaccounts from time to time, as necessary.

(c)The entries made in the accounts, Registers and subaccounts maintained pursuant to subsection (b) of this Section 3.9 (and, if consistent with the entries of the Administrative Agent, subsection (a)) shall be prima facie evidence of the existence and amounts

of the obligations of each Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain any such account, such Registers or such subaccounts, as applicable, or any error therein, shall not in any manner affect the obligation of any Borrower to repay the Loans made by such Lender to such Borrower in accordance with the terms hereof.

SECTION 4. ADDITIONAL PROVISIONS REGARDING LOANS

4.1 Eurodollar Loan Provisions.

(a)Unavailability.

(i)If, prior to the commencement of any Interest Period for a Eurodollar Loan:

(A)the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Interbank Offered Rate or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period; or

(B)the Administrative Agent is advised by the Required Lenders that the Interbank Offered Rate or the Eurodollar Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and such Loan shall remain or convert to a Base Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Loan, such Loan shall be made as a Base Rate Loan.

(ii)If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (x) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (y) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Interbank Offered Rate and/or Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for loans in the United States at such time, and shall enter into an amendment to this Credit Agreement to reflect such alternate rate of interest and such other related changes to this Credit Agreement as may be applicable. Notwithstanding anything to the contrary in Section 12.6, such amendment shall become effective without any further action or consent of any other

party to this Credit Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (ii) (but, in the case of the circumstances described in clause (y) of the first sentence of this clause (ii), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and (y) if any Notice of Borrowing requests a Eurodollar Loan, such Loan shall be made as a Base Rate Borrowing; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Credit Agreement.

(b)Change in Legality.

(i)Notwithstanding any other provision herein, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the relevant Borrower and to the Administrative Agent, such Lender may:

(A)declare that Eurodollar Loans, and conversions to or continuations of Eurodollar Loans, will not thereafter be made by such Lender to such Borrower hereunder, whereupon any request by such Borrower for, or for conversion into or continuation of, Eurodollar Loans shall, as to such Lender only, be deemed a request for, or for conversion into or continuation of, Base Rate Loans, unless such declaration shall be subsequently withdrawn; and

(B)require that all outstanding Eurodollar Loans made by it to such Borrower be converted to Base Rate Loans in which event all such Eurodollar Loans shall be automatically converted to Base Rate Loans.

In the event any Lender shall exercise its rights under clause (A) or (B) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender to such Borrower or the converted Eurodollar Loans of such Lender to such Borrower shall instead be applied to repay the Base Rate Loans made by such Lender to such Borrower in lieu of, or resulting from the conversion of, such Eurodollar Loans.

(c)Increased Costs. If at any time a Lender or Issuing Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to the making, continuing or converting, the commitment to make or the maintaining of any Eurodollar Loan or the issuance, the commitment to issue or the maintaining of any Letter of Credit or any participation therein, including subjecting any Lender to any taxes (other than Taxes, Other Taxes and the excluded taxes described in the definition of Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital

attributable thereto, because of (i) any change since the date of this Credit Agreement in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or such order) including, without limitation, the imposition, modification or deemed applicability of any reserves, deposits, liquidity or similar requirements (such as, for example, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Adjusted Eurodollar Rate) or (ii) other circumstances affecting the London interbank Eurodollar market; then the relevant Borrower shall pay to such Lender or Issuing Lender promptly upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender or Issuing Lender may determine in its sole discretion) as may be required to compensate such Lender or Issuing Lender for such increased costs or reductions in amounts receivable hereunder.

Each determination and calculation made by a Lender or Issuing Lender under this Section 4.1 shall, absent manifest error, be binding and conclusive on the parties hereto.

Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law, regardless of the date enacted, adopted, issued or implemented.

4.2 Capital Adequacy.

If any Lender or Issuing Lender determines that the adoption or effectiveness, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy or liquidity, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Lender (or its parent corporation) with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or Issuing Lender’s (or parent corporation’s) capital or assets as a consequence of its commitments or obligations hereunder to any Borrower to a level below that which such Lender or Issuing Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or Issuing Lender’s (or parent corporation’s) policies with respect to capital adequacy or liquidity), then, upon notice from such Lender or Issuing Lender, the relevant Borrower shall pay to such Lender or Issuing Lender such additional amount or amounts (but without duplication of any amounts payable under Section 4.1(c)) as will compensate such Lender or Issuing Lender (or its parent corporation) for such reduction. Each determination by any such Lender or Issuing Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on the parties hereto.

4.3 Compensation.

Each Borrower shall compensate each Lender, upon its written request, for all reasonable losses, expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by the Lender to fund its Eurodollar Loans to such Borrower) which such Lender may sustain:

(a)if for any reason (other than a default by such Lender or the Administrative Agent) a borrowing of Eurodollar Loans by such Borrower does not occur on a date specified therefor in a Notice of Borrowing submitted by such Borrower;

(b)if any repayment, continuation or conversion of any Eurodollar Loan by such Borrower occurs on a date which is not the last day of an Interest Period applicable thereto, including, without limitation, in connection with any demand, acceleration, mandatory prepayment, assignment or otherwise (including any demand under this Section 4); or

(c)if such Borrower fails to repay its Eurodollar Loans when required by the terms of this Credit Agreement.

Calculation of all amounts payable to a Lender under this Section 4.3 shall be made as though the Lender has actually funded its relevant Eurodollar Loan through the purchase of a Eurodollar deposit bearing interest at the Eurodollar Rate in an amount equal to the amount of that Loan, having a maturity comparable to the relevant Interest Period and through the transfer of such Eurodollar deposit from an offshore office of that Lender to a domestic office of that Lender in the United States of America; provided, however, that each Lender may fund each of its Eurodollar Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 4.3.

4.4 Taxes.

(a)Tax Liabilities. Any and all payments by a Borrower hereunder or under any of the Credit Documents shall be made, in accordance with the terms hereof and thereof, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes measured by net income and franchise taxes imposed on the Administrative Agent or any Lender by the jurisdiction under the laws of which the Administrative Agent or such Lender is organized or transacting business or any political subdivision thereof, any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which Borrower is located, in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in this Credit Agreement pursuant to a law in effect on the date on which (y) such Lender acquires such interest in this Credit Agreement (other than pursuant to an assignment request by a Borrower under Section 4.5 below) or (z) such Lender changes its lending office, except in each case to the extent that, pursuant to this Section 4.4, amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, and any withholding Taxes imposed under FATCA (all such non-excluded taxes, being hereinafter referred to as “Taxes”). If such Borrower

shall be required by law to deduct any Taxes or Other Taxes (as defined in Section 4.4(b)) from or in respect of any sum payable hereunder to the Administrative Agent or any Lender, as applicable, as determined in good faith by the applicable Withholding Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.4) the Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions, (iii) such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law, and (iv) such Borrower shall deliver to the Administrative Agent or such Lender, as the case may be, evidence of such payment to the relevant Governmental Authority.

(b)Other Taxes. In addition, each Borrower agrees to pay, upon notice from a Lender and prior to the date when penalties attach thereto, all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies of the United States or any state or political subdivision thereof or any applicable foreign jurisdiction that arise from any payment made hereunder by such Borrower or from the execution, delivery or registration of, or otherwise from such Borrower’s participation with respect to, this Credit Agreement or any other Credit Document, including any interest, addition to tax or penalties applicable thereto (collectively, the “Other Taxes”) to the relevant Governmental Authority in accordance with applicable law.

(c)If (i) a Borrower fails to pay any Taxes or Other Taxes when due to the appropriate taxing authority, (ii) a Borrower fails to comply with Section 4.4(a)(iii) above or (iii) any Taxes or Other Taxes are imposed directly upon the Administrative Agent or any Lender, such Borrower shall indemnify the Administrative Agent or the Lenders, as the case may be, for such amounts and any incremental taxes, interest or penalties paid by the Administrative Agent or any Lender, as the case may be, solely as a result of any such failure, in the case of (i) and (ii), or any such direct imposition, in the case of (iii). Notwithstanding the foregoing, no amounts shall be payable by a Borrower pursuant to Section 4.4(a)(i) or this Section 4.4(c) to the extent that such Taxes or Other Taxes resulted solely from the applicable Lender’s failure to submit to the Borrowers and the Administrative Agent on or before the Closing Date (or, in the case of a Person that becomes a Lender after the Closing Date by assignment, promptly upon such assignment) the applicable forms described in Section 4.4(f).

(d)Without duplication of any amounts paid to the Administrative Agent pursuant to Section 11.7, each Lender shall indemnify the Administrative Agent for the full amount of any taxes, levies, imposts, duties, charges, fees, deductions, withholdings or similar charges imposed by any Governmental Authority that are attributable to such Lender and that are payable or paid by the Administrative Agent, together with all interest, penalties, reasonable costs and expenses arising therefrom or with respect thereto, as determined by the Administrative Agent in good faith. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.

(e)Refunds. If a Lender or the Administrative Agent (as the case may be) shall become aware that it is entitled to claim a refund (or a refund in the form of a credit) (each, a “Refund”) from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower has paid, or with respect to which a Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify such Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by such Borrower, make a claim to such Governmental Authority for such Refund at such Borrower’s expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise materially disadvantageous to it; provided that nothing in this subsection (e) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund.

If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to such Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that such Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to such Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(e) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary).

Notwithstanding anything to the contrary in this paragraph (e), in no event will the Administrative Agent or any Lender be required to pay any amount to any Borrower pursuant to this paragraph (e) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent or such Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.

(f)Tax Forms. (i) Each Lender (which, for purposes of this Section 4.4, shall include any Affiliate of a Lender that makes any Eurodollar Loan pursuant to the terms of this Credit Agreement) that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrowers and the Administrative Agent on or before the Closing Date (or, in the case of a Person that becomes a Lender after the Closing Date by assignment, promptly upon such assignment), two duly completed and signed copies, as applicable, of (A) Form W-8BEN-E (or W-BEN if applicable), or any applicable successor form, of the United States Internal Revenue Service entitling such Lender to a complete exemption from

withholding on all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Notes, (B) Form W-8ECI or W-8IMY, or any applicable successor form, of the United States Internal Revenue Service relating to all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Notes and (C) Form W-8BEN-E (or W-BEN if applicable) of the United States Internal Revenue Service entitling such Lender to receive a complete exemption from United States backup withholding tax. Each such Lender shall, from time to time after submitting any such form, submit to the Borrowers and the Administrative Agent such additional duly completed and signed copies of such forms (or such successor forms), along with any other documents or certifications as shall be adopted from time to time by the relevant United States taxing authorities, in each case as may be reasonably requested in writing by the Borrowers or the Administrative Agent and appropriate under then current United States laws or regulations.

(ii) Each Lender that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrowers and the Administrative Agent on or before the Closing Date (or, in the case of a Person that becomes a Lender after the Closing Date by assignment, promptly upon such assignment), two duly completed and signed copies of Form W-9, or any applicable successor form, of the United States Internal Revenue Service certifying that such Lender is exempt from United States federal withholding and backup withholding tax. Each such Lender shall, from time to time after submitting such form, submit to the Borrowers and the Administrative Agent such additional duly completed and signed copies of such forms (or such successor forms or other documents as shall be adopted from time to time by the relevant United States taxing authorities) as may be (1) reasonably requested in writing by the Borrowers or the Administrative Agent and (2) appropriate under then current United States laws or regulations.

(iii) If a payment made to a Lender under any Credit Document would be subject to withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrowers and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrowers or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrowers or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender's obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (iii), “FATCA” shall include any amendments made to FATCA after the date of this Credit Agreement.

4.5 Mitigation; Mandatory Assignment.

The Administrative Agent and each Lender shall use reasonable efforts to avoid or mitigate any increased cost or suspension of the availability of an interest rate under Sections 4.1 through 4.4 above to the greatest extent practicable (including transferring the Loans to another lending office or Affiliate of a Lender) unless, in the opinion of the Administrative Agent or such Lender, such efforts would be likely to have an adverse effect upon it. In the event a Lender makes a request to a Borrower for additional payments in accordance with, or exercises any of its rights under, Section 4.1, 4.2 or 4.4, then, provided that no Default or Event of Default with respect to

such Borrower has occurred and is continuing at such time, such Borrower may, at its own expense (such expense to include any transfer fee payable to the Administrative Agent under Section 12.3(b) and any expense pursuant to Section 4 hereof) and in its sole discretion, require such Lender to transfer and assign in whole (but not in part), without recourse (in accordance with and subject to the terms and conditions of Section 12.3(b)), all of its interests, rights and obligations under this Credit Agreement to an Eligible Assignee which shall assume such assigned obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that (a) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and (b) the Borrowers or such Eligible Assignee shall have paid to the assigning Lender in immediately available funds the principal of and interest accrued to the date of such payment on the portion of the Loans hereunder held by such assigning Lender and all other amounts owed to such assigning Lender hereunder, including amounts owed pursuant to Sections 4.1 through 4.4 hereof. Notwithstanding anything contained herein to the contrary, no Borrower shall be required to make any additional payments to a Lender pursuant to any of Sections 4.1 through 4.4 unless such Lender has notified such Borrower of such Lender’s claim for such payments within 180 days after the occurrence of the event giving rise to the same; provided that, if any change in law giving rise to such payment is retroactive, then such 180-day period shall be extended to include the period of retroactive effect thereof.

SECTION 5. LETTERS OF CREDIT

5.1 L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 (“Existing Letters of Credit”) shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.4(a), agrees to issue new letters of credit (“Letters of Credit”) for the account of any Borrower requesting the same and for the benefit of such Borrower or any Subsidiary of such Borrower on any Business Day from the Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that such Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment (ii) the aggregate amount of the Utilized Revolving Commitments would be greater than the Revolving Loan Commitments or (iii) the Utilized Revolving Commitments of such Borrower would exceed such Borrower’s Sublimit. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the applicable Issuing Lender) and expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Maturity Date; provided, that, if one or more Letters of Credit shall at any time have an expiry date that is later than the Maturity Date, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by Moody’s and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit if the relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as

published by Moody’s or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the relevant Borrower shall survive the Maturity Date and shall remain in effect until no Letters of Credit for such Borrower remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the relevant Borrower by an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c).

(b)No Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable requirement of law.

(c) Each Issuing Lender’s share of the aggregate L/C Commitment (so determined) shall not exceed the amount that such Issuing Lender has agreed shall be its “Maximum L/C Commitment”. Each Issuing Lender listed in Schedule 1.1 hereby agrees that its “Maximum L/C Commitment” shall be the amount set forth opposite the name of such Issuing Lender in the Schedule 1.1. The Maximum L/C Commitment of any Issuing Lender that agrees to change its Maximum L/C Commitment or that becomes an Issuing Lender after the date hereof pursuant to the definition of the “Issuing Lender” shall be the amount specified by the Borrowers and such Issuing Lender, subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed). In no event shall any Issuing Lender be obligated to increase its Maximum L/C Commitment upon any Commitment Increase pursuant to Section 2.6. Concurrently with any reduction of the Revolving Loan Commitments pursuant to Section 2.5, the Maximum L/C Commitment of each Issuing Lender shall be automatically reduced pro rata.

5.2 Procedure for Issuance of Letter of Credit. Any Borrower may from time to time request that an Issuing Lender issue a Letter of Credit (or amend, renew, cancel or extend an outstanding Letter of Credit) by delivering to such Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender and such other certificates, documents and other papers and information as such Issuing Lender may request. Upon receipt of any Application, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue, amend, renew, cancel or extend the Letter of Credit as requested thereby (but in no event shall such Issuing Lender be required to issue, amend, renew, cancel or extend any Letter of Credit (a) earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto or (b) that would violate one or more of such Issuing Lender’s customary, generally applicable policies pertaining to the issuance of letters of credit) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the relevant Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit or amendment, renewal, cancellation or extension thereof to the relevant Borrower promptly following the issuance, amendment, renewal, cancellation or extension thereof. The Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof), as well as notice of any amendments to, payments on or

cancellations of such Letter of Credit, or any other change that would extend the expiry date of such Letter of Credit.

5.3 Fees and Other Charges. (a) Each Borrower will pay a fee (“Letter of Credit Fees”) on all outstanding Letters of Credit issued for its account at a per annum rate equal to the Applicable Percentage then in effect with respect to Eurodollar Loans, shared ratably among the Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date. In addition, in accordance with the Fee Letter (or as separately agreed between the relevant Borrower and any Issuing Lender) the relevant Borrower shall pay to each Issuing Lender for its own account a fronting fee on the undrawn and unexpired amount of each Letter of Credit, payable quarterly in arrears on each Fee Payment Date after the issuance date.

(b)In addition to the foregoing fees, the relevant Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

5.4 L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed.

(b)If any amount required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 5.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Base Rate. A certificate of such Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error.

(c)Whenever, at any time after any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 5.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the relevant Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

5.5 Reimbursement Obligation of the Borrowers. Each Borrower for whose account a Letter of Credit is issued agrees to reimburse the Issuing Lender no later than the Business Day immediately following the Business Day on which such Issuing Lender notifies such Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment. Each such payment shall be made to the Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full (i) at the Base Rate until the Business Day next succeeding the date of the relevant notice and (ii) thereafter, at the rate set forth in Section 3.1(b).

5.6 Obligations Absolute. Each Borrower’s obligations under this Section 5 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Credit Agreement under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that such Borrower may have or have had against the Issuing Lender, any beneficiary of a Letter of Credit or any other Person. Each Borrower also agrees with the Issuing Lender that the Issuing Lender shall not be responsible for, and the relevant Borrower’s Reimbursement Obligations under Section 5.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among any Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of any Borrower against any beneficiary of such Letter of Credit or any such transferee. The Administrative Agent, the Lenders, the Issuing Lender and/or its Affiliates, their respective officers, directors, employees, representatives and agents shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Lender, except for errors or omissions found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Issuing Lender. Each Borrower agrees that any action taken or omitted by the Issuing Lender under or in connection with any Letter of Credit issued for such Borrower’s account or the related drafts or documents shall be binding on such Borrower and shall not result in any liability of the Issuing Lender to such Borrower unless a court of competent jurisdiction determines that such action constitutes gross negligence or willful misconduct on the part of the Issuing Lender. In furtherance

of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Lender may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

5.7 Letter of Credit Payments. If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall promptly notify the relevant Borrower of the date and amount thereof. The responsibility of the Issuing Lender to the relevant Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are substantially in conformity with such Letter of Credit, subject to Section 5.6.

5.8 Applications. To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Credit Agreement, the provisions of this Credit Agreement shall control.

5.9 Cash collateral. For purposes of this Credit Agreement, providing “cash collateral” for, or to “cash collateralize” a Letter of Credit means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Lenders and the L/C Participants, as collateral for the L/C Obligations, cash or deposit account balances in the currency in which the Letters of Credit are denominated and in an amount equal to the undrawn amount of such Letter of Credit and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the Borrowers. Each Borrower hereby grants to the Administrative Agent, for the benefit of each Issuing Lender issuing a Letter of Credit for such Borrower’s account and each L/C Participant in such Letter of Credit, a security interest in all such cash, deposit accounts and all balances therein provided by such Borrower and all proceeds of the foregoing. All cash collateral shall be maintained in a blocked deposit account with the Administrative Agent.

SECTION 6. CONDITIONS PRECEDENT

6.1 Restatement Effective Date Conditions. The amendment and restatement of the Existing Credit Agreement shall become effective at such time (the “Restatement Effective Date”) when all of the conditions set forth in this Section 6.1 have been satisfied or waived by the Lenders, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of each Borrower, the Administrative Agent and each Lender and their respective successors and permitted assigns:

(a)Credit Agreement. Receipt by the Administrative Agent of duly executed copies of this Credit Agreement.

(b)Corporate Documents. Receipt by the Administrative Agent of the following:

(i)Charter Documents. Copies of the articles of incorporation, articles of organization or other charter documents of each Borrower certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation and certified by a secretary or assistant secretary of the relevant Borrower to be true and correct as of the Restatement Effective Date.

(ii)Bylaws and Operating Agreement. A copy of the bylaws or operating agreement, as applicable, of each Borrower certified by a secretary or assistant secretary of the relevant Borrower to be true and correct as of the Restatement Effective Date.

(iii)Resolutions. Copies of resolutions of the Board of Directors of each Borrower approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower to be true and correct and in force and effect as of the Restatement Effective Date.

(iv)Good Standing. Copies of certificates of good standing, existence or its equivalent with respect to each Borrower certified as of a recent date by the appropriate Governmental Authorities of its jurisdiction of incorporation.

(c)Closing Certificate. Receipt by the Administrative Agent of a certificate of each Borrower, dated the Restatement Effective Date, substantially in the form of Exhibit 6.1(c), executed by the Treasurer or any Assistant Treasurer and the Secretary or any Assistant Secretary of such Borrower, and attaching the documents referred to in subsection 6.1(b).

(d)Fees. The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented.

(e)Opinion of Counsel. Receipt by the Administrative Agent of opinions, satisfactory in form and content to the Administrative Agent and the Lenders, addressed to the Administrative Agent and each of the Lenders and dated as of the Restatement Effective Date, from McGuireWoods LLP, legal counsel to the Borrowers, Stoel Rives LLP, Utah counsel to Questar Gas , and Burr & Forman LLP, South Carolina counsel to SCE&G.

(f)Consents. Receipt by the Administrative Agent of a written representation from each Borrower that (i) all governmental, shareholder and third party consents and approvals necessary or, in the reasonable opinion of the Administrative Agent, advisable in connection with the transactions contemplated hereby have been received and are in full force and effect and (ii) no condition or requirement of law exists which could reasonably be likely to restrain, prevent or impose any material adverse condition on the transactions contemplated hereby, and receipt by the Administrative Agent of copies of any required orders of the Virginia State Corporation Commission, the Public Service Commission of South Carolina or any other state utilities commission approving the relevant Borrower’s execution, delivery and performance of this Credit Agreement and the borrowings hereunder.

(g)No Default; Representations and Warranties. As of the Restatement Effective Date (i) there shall exist no Default or Event of Default by any Borrower and (ii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects.

(h)Material Adverse Effect. No event or condition shall have occurred since the latest date of the financial statements delivered pursuant to Section 8.1(a) of the Existing Credit Agreement prior to the Restatement Effective Date that has or would be likely to have a Material Adverse Effect on the Borrowers.

(i)Financial Statements. Receipt by the Administrative Agent and the Lenders of the audited financial statements of each Borrower and its Consolidated Affiliates for the fiscal year ended as of December 31, 2018 (it being agreed that each Borrower may make available such items on its corporate website, any Securities and Exchange Commission website or any such other publicly available website and will notify the Administrative Agent and Lenders of the availability on such website).

(j)KYC. To the extent reasonably requested at least ten Business Days prior to the Restatement Effective Date by the Administrative Agent or any Lender, the Administrative Agent shall have received, at least three Business Days prior to the Restatement Effective Date, all documentation and other information required by any Governmental Authority under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act and, to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Borrower shall have delivered to each Lender so requesting a Beneficial Ownership Certification in relation to such Borrower.

(k)Other. Receipt by the Lenders of such other documents, instruments, agreements or information as reasonably requested by any Lender.

6.2 Conditions to Loans and Letters of Credit.

In addition to the conditions precedent stated elsewhere herein, the Lenders shall not be obligated to make new Loans to any Borrower (including the initial Loans to be made hereunder) or to issue, renew or participate in any Letter of Credit unless:

(a)Request. Such Borrower shall have timely delivered a duly executed and completed Notice of Borrowing or Application, as applicable, in conformance with all the terms and conditions of this Credit Agreement.

(b)Representations and Warranties. The representations and warranties made by such Borrower in or pursuant to this Credit Agreement are true and correct in all material respects at and as if made as of the date of the funding of the Loans or issuance or renewal of any Letter of Credit or, if any such representation and warranty was made as of a specific date, such representation and warranty was true and correct in all material respects as of such date; provided, however, that the representations and warranties set forth in (x) clause (ii) of the second paragraph of Section 7.6 hereof and (y) Section 7.9 hereof need not be true and correct as a condition to the

making of any Loans or the issuance, renewal or participations in any Letter of Credit made after the Closing Date.

(c)No Default. On the date of the funding of the Loans or issuance or renewal of any Letter of Credit, no Default or Event of Default with respect to such Borrower has occurred and is continuing or would be caused by making the Loans or issuing the Letter of Credit.

(d)Availability. Immediately after giving effect to the making of a Loan (and the application of the proceeds thereof) or issuance or renewal of the Letter of Credit, the Utilized Revolving Commitment shall not exceed the Revolving Loan Commitment.

The delivery of each Notice of Borrowing and Application shall constitute a representation and warranty by such Borrower of the correctness of the matters specified in subsections (b), (c) and (d) above.

SECTION 7. REPRESENTATIONS AND WARRANTIES

Each Borrower, severally and not jointly, hereby represents and warrants to each Lender that:

7.1 Organization and Good Standing.

Such Borrower and each Material Subsidiary of such Borrower (other than any such Material Subsidiary that is not a corporation) (a) is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (b) is duly qualified and in good standing as a foreign corporation authorized to do business in every jurisdiction where the failure to so qualify would have a Material Adverse Effect on such Borrower and (c) has the requisite corporate power and authority to own its properties and to carry on its business as now conducted and as proposed to be conducted. Each Material Subsidiary of a Borrower that is not a corporation (a) is a limited liability company or other legal entity duly organized and validly existing under the laws of its jurisdiction of organization, (b) is registered or qualified as a limited liability company or other entity authorized to do business in every jurisdiction where the failure to be so registered or qualified would have a Material Adverse Effect on such Borrower and (c) has the requisite power and authority to own its properties and to carry on its business as now conducted and as proposed to be conducted.

7.2 Due Authorization.

Such Borrower (a) has the requisite corporate or limited liability company, as applicable, power and authority to execute, deliver and perform this Credit Agreement and the other Credit Documents and to incur the obligations herein and therein provided for and (b) is duly authorized to, and has been authorized by all necessary corporate or limited liability company, as applicable, action, to execute, deliver and perform this Credit Agreement and the other Credit Documents.

7.3 No Conflicts.

Neither the execution and delivery of the Credit Documents and the consummation of the transactions contemplated therein, nor the performance of and compliance with the terms and provisions thereof by such Borrower will (a) violate or conflict with any provision of its articles of incorporation, articles of organization, bylaws or operating agreement, as applicable, (b) violate, contravene or materially conflict with any law, regulation (including without limitation, Regulation U or Regulation X), order, writ, judgment, injunction, decree or permit applicable to it, (c) violate, contravene or materially conflict with contractual provisions of, or cause an event of default under, any indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument to which it is a party or by which it may be bound, the violation of which could have a Material Adverse Effect on such Borrower or (d) result in or require the creation of any Lien upon or with respect to its properties.

7.4 Consents.

No consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or third party is required to be obtained or made by such Borrower in connection with such Borrower’s execution, delivery or performance of this Credit Agreement or any of the other Credit Documents that has not been obtained or made, other than any filings with the Securities and Exchange Commission and other Governmental Authorities that may be required to be made after the date hereof.

7.5 Enforceable Obligations.

This Credit Agreement and the other Credit Documents have been duly executed and delivered and constitute legal, valid and binding obligations of such Borrower enforceable against such Borrower in accordance with their respective terms, except as may be limited by bankruptcy or insolvency laws or similar laws affecting creditors’ rights generally or by general equitable principles.

7.6 Financial Condition.

The financial statements provided to the Lenders pursuant to Section 6.1(i) and pursuant to Section 8.1(a) and (b) present fairly the financial condition, results of operations and cash flows of such Borrower and its Consolidated Affiliates as of the dates stated therein.

In addition, (i) such financial statements were prepared in accordance with GAAP and (ii) since the latest date of such financial statements, there have occurred no changes or circumstances which have had or would be reasonably expected to have a Material Adverse Effect on such Borrower.

7.7 No Default.

Neither such Borrower nor any of its Material Subsidiaries is in default in any respect under any contract, lease, loan agreement, indenture, mortgage, security agreement or other agreement or obligation to which it is a party or by which any of its properties is bound which

default would have or would be reasonably expected to have a Material Adverse Effect on such Borrower.

7.8 Indebtedness.

As of the Restatement Effective Date, the ratio of (i) Total Funded Debt to (ii) Capitalization (a) for DEI is less than or equal to 0.675 to 1.00 (on a consolidated basis) and (b) for each of the other Borrowers is less than or equal to 0.65 to 1.00 (each on a consolidated basis).

7.9 Litigation.

As of the Restatement Effective Date, except as disclosed in each Borrower’s Annual Report on Form 10-K for the year ended December 31, 2018, there are no actions, suits or legal, equitable, arbitration or administrative proceedings, pending or, to the knowledge of such Borrower, threatened against such Borrower or a Material Subsidiary of such Borrower in which there is a reasonable expectation of an adverse decision which would have or would reasonably be expected to have a Material Adverse Effect on such Borrower.

7.10 Taxes.

Such Borrower and each Material Subsidiary of such Borrower has filed, or caused to be filed, all material tax returns (federal, state, local and foreign) required to be filed by it and paid all material amounts of taxes shown thereon to be due (including interest and penalties) and has paid all other material taxes, fees, assessments and other governmental charges (including mortgage recording taxes, documentary stamp taxes and intangibles taxes) owing by it, except for such taxes which are not yet delinquent or that are being contested in good faith and by proper proceedings, and against which adequate reserves are being maintained in accordance with GAAP.

7.11 Compliance with Law.

Except as disclosed in each Borrower’s Annual Report on Form 10-K for the year ended December 31, 2018, such Borrower and each Material Subsidiary of such Borrower is in compliance with all laws, rules, regulations, orders and decrees applicable to it, or to its properties, unless such failure to comply would not have a Material Adverse Effect on such Borrower.

7.12 ERISA.

To the extent that it would have or would be reasonably expected to have a Material Adverse Effect on any Borrower, (a) no Reportable Event has occurred and is continuing with respect to any Plan of such Borrower; (b) no Plan of such Borrower has an accumulated funding deficiency determined under Section 412 of the Code; (c) no proceedings have been instituted, or, to the knowledge of such Borrower, planned to terminate any Plan of such Borrower; (d) neither such Borrower, nor any ERISA Affiliate including such Borrower, nor any duly-appointed administrator of a Plan of such Borrower has instituted or intends to institute proceedings to withdraw from any Multiemployer Pension Plan (as defined in Section 3(37) of ERISA); and (e) each Plan of such Borrower has been maintained and funded in all material respects in accordance with its terms and with the provisions of ERISA applicable thereto.

7.13 Government Regulation.

Such Borrower is not an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and is not controlled by such a company, nor is otherwise subject to regulation under the Investment Company Act.

7.14 Solvency.

Such Borrower is and, after the consummation of the transactions contemplated by this Credit Agreement and the other Credit Documents, will be Solvent.

7.15 Anti-Corruption Laws and Sanctions.

Such Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by such Borrower, its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws and the Sanctions, if any, applicable to such Persons. Such Borrower and its Subsidiaries, and to the knowledge of such Borrower, its and their respective directors, officers and employees, are in compliance in all material respects with Anti-Corruption Laws and the Sanctions, if any, applicable to such Persons. Neither such Borrower nor any of its Subsidiaries nor, to the knowledge of such Borrower, any of its or their respective directors, officers or employees, is a Sanctioned Person.

7.16 Affected Financial Institutions.

No Borrower is an Affected Financial Institution.

SECTION 8. AFFIRMATIVE COVENANTS

Each Borrower, severally but not jointly, hereby covenants and agrees that so long as this Credit Agreement is in effect and until the Loans made to it, together with interest, fees and other obligations hereunder, have been paid in full and the Commitments and all Letters of Credit hereunder shall have terminated:

8.1 Information Covenants.

Such Borrower will furnish, or cause to be furnished, to the Administrative Agent and each Lender:

(a)Annual Financial Statements. As soon as available, and in any event within 120 days after the close of each fiscal year of such Borrower, its audited consolidated balance sheet and related audited consolidated statements of income and cash flow as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Deloitte & Touche or another independent registered public accounting firm of recognized national standing reasonably acceptable to the Administrative Agent and whose opinion shall be to the effect that such financial statements have been prepared in accordance with GAAP (except for changes with which such accountants concur) and shall not be limited as to the scope of the audit or qualified in any respect.

(b)Quarterly Financial Statements. As soon as available, and in any event within 60 days after the close of each of the first three fiscal quarters of such Borrower, its unaudited consolidated balance sheet and the related statements of income and cash flows for the portion of the then-current fiscal year through the end of such fiscal quarter, setting forth in each case in comparative form the figures as of the end of and for the corresponding period or periods of the previous fiscal year, and accompanied by a certificate of the chief financial officer or treasurer of such Borrower to the effect that such quarterly financial statements fairly present in all material respects the financial condition of such Borrower and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year-end audit adjustments.

(c)Officer’s Certificate. At the time of delivery of the financial statements provided for in Sections 8.1(a) and 8.1(b) above, a certificate of a Responsible Officer of such Borrower, substantially in the form of Exhibit 8.1(c), (i) demonstrating compliance with the financial covenant contained in Section 8.11 by calculation thereof as of the end of each such fiscal period and (ii) stating that no Default or Event of Default by such Borrower exists, or if any such Default or Event of Default does exist, specifying the nature and extent thereof and what action such Borrower proposes to take with respect thereto.

(d)Reports. Promptly upon transmission or receipt thereof, copies of any publicly available filings and registrations with, and reports to or from, the Securities and Exchange Commission, or any successor agency, and copies of all publicly available financial statements, proxy statements, notices and reports as Dominion Energy shall send to its shareholders.

(e)Notices. Upon such Borrower obtaining knowledge thereof, written notice to the Administrative Agent immediately of (i) the occurrence of an event or condition consisting of a Default or Event of Default by such Borrower, specifying the nature and existence thereof and what action such Borrower proposes to take with respect thereto and (ii) the occurrence of any of the following: (A) the pendency or commencement of any litigation, arbitral or governmental proceeding against such Borrower or a Material Subsidiary of such Borrower which, if adversely determined, is likely to have a Material Adverse Effect on such Borrower, (B) the institution of any proceedings against such Borrower or a Material Subsidiary of such Borrower with respect to, or the receipt of notice by such Person of potential liability or responsibility for violation, or alleged violation of any federal, state or local law, rule or regulation, the violation of which would likely have a Material Adverse Effect on such Borrower or (C) any notice or determination concerning the imposition of any withdrawal liability by a Multiemployer Plan against such Borrower or any of its ERISA Affiliates, or the termination of any Plan of such Borrower.

(f)Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of such Borrower as the Administrative Agent or the Required Lenders may reasonably request, including information as may reasonably be requested from time to time for purposes of compliance with applicable laws (including without limitation the Patriot Act, the Financial Crimes Enforcement Network of the U.S. Department of the Treasury, the Beneficial Ownership Regulation and other “know your customer” and anti-money laundering rules and regulations), and any policy or procedure implemented by the Administrative Agent or Lender to comply therewith.

In lieu of furnishing the Lenders the items referred to in this Section 8.1, the Borrower may make available such items on the Borrower’s corporate website, any Securities and Exchange Commission website (including, for the avoidance of doubt, a Form 10-K or Form 10-Q, as applicable, as required to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the Exchange Act, with respect to Sections 8.1(a) or (b), as the case may be) or any such other publicly available website as notified to the Administrative Agent and the Lenders.

8.2 Preservation of Existence and Franchises.

Such Borrower will do (and will cause each of its Material Subsidiaries to do) all things necessary to preserve and keep in full force and effect its (i) existence (in the case of the Borrowers, in a United States jurisdiction) and (ii) to the extent material to the conduct of the business of the Borrower or any of its Material Subsidiaries, its rights, franchises and authority; provided that nothing in this Section 8.2 shall prevent any transaction otherwise permitted under Section 9.2 or Section 9.3 or any change in the form of organization (by merger or otherwise) of any Material Subsidiary of any Borrower so long as such change shall not have an adverse effect on such Borrower’s ability to perform its obligations hereunder.

8.3 Books and Records.

Such Borrower will keep (and will cause each of its Material Subsidiaries to keep) complete and accurate books and records of its transactions in accordance with good accounting practices on the basis of GAAP (including the establishment and maintenance of appropriate reserves).

8.4 Compliance with Law.

Such Borrower will comply (and will cause each of its Material Subsidiaries to comply) with all laws, rules, regulations and orders, and all applicable restrictions imposed by all Governmental Authorities, applicable to it and its property if noncompliance with any such law, rule, regulation, order or restriction would be reasonably expected to have a Material Adverse Effect on such Borrower.

8.5 Payment of Taxes.

Such Borrower will pay and discharge all material taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent; provided, however, that such Borrower shall not be required to pay any such tax, assessment, charge, levy, or claim which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP.

8.6 Insurance.

Such Borrower will at all times maintain in full force and effect insurance (including worker’s compensation insurance, liability insurance and casualty insurance) in such amounts, covering such risks and liabilities and with such deductibles or self-insurance retentions as are in accordance with normal industry practice.

8.7 Performance of Obligations.

Such Borrower will perform (and will cause each of its Material Subsidiaries to perform) in all material respects all of its obligations under the terms of all agreements that are material to the conduct of the business of the Borrower or any of its Material Subsidiaries, including all such material indentures, mortgages, security agreements or other debt instruments to which it is a party or by which it is bound, if nonperformance would be reasonably expected to have a Material Adverse Effect on such Borrower.

8.8 ERISA.

Such Borrower and each of its ERISA Affiliates will (a) at all times make prompt payment of all contributions (i) required under all employee pension benefit plans (as defined in Section 3(2) of ERISA) (“Pension Plans”) and (ii) required to meet the minimum funding standard set forth in ERISA with respect to each of its Plans; (b) promptly upon request, furnish the Administrative Agent and the Lenders copies of each annual report/return (Form 5500 Series), as well as all schedules and attachments required to be filed with the Department of Labor and/or the Internal Revenue Service pursuant to ERISA, and the regulations promulgated thereunder, in connection with each of its Pension Plans for each Plan Year (as defined in ERISA); (c) notify the Administrative Agent immediately of any fact, including, but not limited to, any Reportable Event arising in connection with any of its Plans, which might constitute grounds for termination thereof by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Plan, together with a statement, if requested by the Administrative Agent, as to the reason therefor and the action, if any, proposed to be taken in respect thereof; and (d) furnish to the Administrative Agent, upon its request, such additional information concerning any of its Plans as may be reasonably requested. Such Borrower will not nor will it permit any of its ERISA Affiliates to (A) terminate a Plan if any such termination would have a Material Adverse Effect on such Borrower or (B) cause or permit to exist any Reportable Event under ERISA or other event or condition which presents a material risk of termination at the request of the PBGC if such termination would have a Material Adverse Effects.

8.9 Use of Proceeds.

The proceeds of the Loans made to each Borrower hereunder may be used solely (a) to provide credit support for such Borrower’s commercial paper, (b) for working capital of such Borrower and its Subsidiaries and (c) for other general corporate purposes.

None of the proceeds of the Loans made to such Borrower hereunder will be used for the purpose of purchasing or carrying any “margin stock” which violates Regulation U or Regulation X or for the purpose of reducing or retiring in violation of Regulation U or Regulation

X any Indebtedness which was originally incurred to purchase or carry “margin stock” or for any other purpose which might constitute this transaction a “purpose credit” in violation of Regulation U or Regulation X.

8.10 Audits/Inspections.

Upon reasonable notice, during normal business hours and in compliance with the reasonable security procedures of such Borrower (and subject to applicable confidentiality restrictions and limitations), such Borrower will permit representatives appointed by the Administrative Agent or the Required Lenders (or, upon a Default or Event of Default, any Lender), including, without limitation, independent accountants, agents, attorneys, and appraisers to visit and inspect such Borrower’s property, including its books and records, its accounts receivable and inventory, the Borrower’s facilities and its other business assets, and to make photocopies or photographs thereof and to write down and record any information such representative obtains and shall permit the Required Lenders (or, upon a Default or Event of Default, any Lender) or the Administrative Agent or its representatives to investigate and verify the accuracy of information provided to the Lenders and to discuss all such matters with the officers, employees and representatives of such Borrower.

8.11 Total Funded Debt to Capitalization.

The ratio of (a) Total Funded Debt to (b) Capitalization shall be (i) for DEI less than or equal to 0.675 to 1.00 (on a consolidated basis) and (ii) for each of the other Borrowers less than or equal to 0.65 to 1.00 (each on a consolidated basis) as of the last day of any fiscal quarter of such Borrower.

8.12 Anti-Corruption Laws and Sanctions.

Such Borrower will maintain in effect and enforce policies and procedures designed to promote and achieve compliance by such Borrower, its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws and the Sanctions, if any, applicable to such Persons.

SECTION 9. NEGATIVE COVENANTS

Each Borrower, severally but not jointly, hereby covenants and agrees that so long as this Credit Agreement is in effect and until the Loans, together with interest, fees and other obligations hereunder, have been paid in full and the Commitments and all Letters of Credit hereunder shall have terminated:

9.1 Nature of Business.

Such Borrower will not alter the character of its business from that conducted as of the Restatement Effective Date and activities reasonably related thereto and similar and related businesses; provided, however, that the Borrower may transfer Non-Regulated Assets to one or more Wholly-Owned Subsidiaries of DEI to the extent permitted under Section 9.3.

9.2 Consolidation and Merger.

Such Borrower will not enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that notwithstanding the foregoing provisions of this Section 9.2, the following actions may be taken if, after giving effect thereto, no Default or Event of Default by such Borrower exists:

(a)a Subsidiary or Consolidated Affiliate of such Borrower may be merged or consolidated with or into any Borrower; provided that a Borrower shall be the continuing or surviving entity;

(b)such Borrower may merge or consolidate with any other Person if either (i) such Borrower shall be the continuing or surviving entity or (ii) such Borrower shall not be the continuing or surviving entity and the entity so continuing or surviving (A) is an entity organized and duly existing under the law of any state of the United States and (B) executes and delivers to the Administrative Agent and the Lenders an instrument in form satisfactory to the Required Lenders pursuant to which it expressly assumes the Loans of such Borrower and all of the other obligations of such Borrower under the Credit Documents and procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders and from counsel satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such instrument and covering such other matters as the Required Lenders may reasonably request; and

(c)such Borrower may be merged or consolidated with or into any other Borrower.

9.3 Sale or Lease of Assets.

Such Borrower will not convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of its business or assets whether now owned or hereafter acquired, it being understood and agreed that any Borrower (or any Material Subsidiary of a Borrower) may transfer Non-Regulated Assets to one or more Wholly-Owned Subsidiaries of Dominion Energy, provided that (i) each such Wholly-Owned Subsidiary remains at all times a Wholly-Owned Subsidiary of Dominion Energy and (ii) the Ratings of Dominion Energy and such Borrower will not be lowered to less than BBB by S&P, Baa2 by Moody’s or BBB by Fitch in connection with or as a result of such transfer.

9.4 Limitation on Liens.

In the case of VaPower, VaPower shall not, nor shall it permit any of its Material Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for (i) Liens permitted by the VaPower Indenture, (ii) Liens created in the ordinary course of business and (iii) Liens on any and all assets, revenues and related contracts, agreements and other documents associated with the development and operation of a new nuclear unit number three at its North Anna Power Station, in each case securing financing thereof, including any common and/or shared facilities, assets or agreements that will be utilized in connection therewith.

In the case of Dominion Energy, if Dominion Energy shall pledge as security for any indebtedness or obligations, or permit any Lien as security for Indebtedness or obligations upon, any capital stock owned by it on the date hereof or thereafter acquired, of any of its Material Subsidiaries, Dominion Energy will secure the outstanding Loans ratably with the indebtedness or obligations secured by such pledge, except for Liens incurred or otherwise arising in the ordinary course of business.

In the case of Questar Gas, Questar Gas shall not, nor shall it permit any of its Material Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for (i) Liens that do not secure Indebtedness for borrowed money or that is evidenced by bonds, debentures, notes or similar instruments and (ii) Liens created in the ordinary course of business.

In the case of SCE&G, SCE&G shall not, nor shall it permit any of its Material Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for (i) Liens permitted by the SCE&G Indenture, (ii) Liens that do not secure Indebtedness for borrowed money or that is evidenced by bonds, debentures, notes or similar instruments and (iii) Liens created in the ordinary course of business.

9.5 Fiscal Year.

Such Borrower will not change its fiscal year without prior notification to the Lenders.

9.6 Use of Proceeds.

Such Borrower will not request any Borrowing or any issuance of a Letter of Credit, and such Borrower shall not use, directly or, to the knowledge of the Borrower, indirectly, the proceeds of any Borrowing or any Letter of Credit in any manner, that violates Anti-Corruption Laws or the Sanctions, if any, applicable to such Borrower and its Subsidiaries.

SECTION 10. EVENTS OF DEFAULT

10.1 Events of Default.

An Event of Default with respect to a Borrower shall exist upon the occurrence and continuation of any of the following specified events with respect to such Borrower (each an “Event of Default”):

(a)Payment. Such Borrower shall:

(i)default in the payment when due of any principal of any of the Loans or Reimbursement Obligations, or shall fail to deliver to the Administrative Agent, when due, any cash collateral required to be provided in accordance with Section 5.1(a); or

(ii)default, and such default shall continue for five or more Business Days, in the payment when due of any interest on the Loans or of any fees or other amounts owing hereunder, under any of the other Credit Documents or in connection herewith.

(b)Representations. Any representation, warranty or statement made or deemed to be made by such Borrower herein, in any of the other Credit Documents, or in any statement or certificate delivered or required to be delivered pursuant hereto or thereto shall prove untrue in any material respect on the date as of which it was deemed to have been made.

(c)Covenants. Such Borrower shall:

(i)default in the due performance or observance of any term, covenant or agreement contained in Sections 8.2, 8.9, 8.11, 9.1, 9.2, 9.3 or 9.5; or

(ii)default in the due performance or observance by it of any term, covenant or agreement contained in Section 8.1(a), (b) or (c), 9.4 or 9.6 and such default shall continue unremedied for a period of five Business Days after the earlier of a Responsible Officer of such Borrower becoming aware of such default or notice thereof given by the Administrative Agent; or

(iii)default in the due performance or observance by it of any term, covenant or agreement (other than those referred to in subsections (a), (b), (c)(i), or (c)(ii) of this Section 10.1) contained in this Credit Agreement or any other Credit Document and such default shall continue unremedied for a period of at least 30 days after the earlier of a Responsible Officer of such Borrower becoming aware of such default or notice thereof given by the Administrative Agent.

(d)Invalidity of Credit Documents. Any Credit Document shall fail to be in full force and effect in all material respects with respect to such Borrower or to give the Administrative Agent and/or the Lenders all material security interests, liens, rights, powers and privileges purported to be created thereby and relating to such Borrower.

(e)Bankruptcy, etc. The occurrence of any of the following with respect to such Borrower or a Material Subsidiary of such Borrower: (i) a court or governmental agency having jurisdiction in the premises shall enter a decree or order for relief in respect of such Borrower or a Material Subsidiary of such Borrower in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of such Borrower or a Material Subsidiary of such Borrower or for any substantial part of its property or ordering the winding up or liquidation of its affairs; or (ii) an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect is commenced against such Borrower or a Material Subsidiary of such Borrower and such petition remains unstayed and in effect for a period of 60 consecutive days; or (iii) such Borrower or a Material Subsidiary of such Borrower shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of such Person or any substantial part of its

property or make any general assignment for the benefit of creditors; or (iv) such Borrower or a Material Subsidiary of such Borrower shall admit in writing its inability to pay its debts generally as they become due or any action shall be taken by such Person in furtherance of any of the aforesaid purposes.

(f)Defaults under Other Agreements. With respect to any Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such Borrower or a Material Subsidiary of such Borrower in a principal amount in excess of $100,000,000, (i) such Borrower or a Material Subsidiary of such Borrower shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemption, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.

(g)Judgments. One or more judgments, orders, or decrees shall be entered against such Borrower or a Material Subsidiary of such Borrower in an outstanding amount of $50,000,000 or more, in the aggregate (to the extent not paid or covered by insurance provided by a carrier who has acknowledged coverage), and such judgments, orders or decrees shall continue unsatisfied, undischarged and unstayed for a period ending on the 30th day after such judgment, order or decree becomes final and unappealable.

(h)ERISA. (i) Such Borrower, or a Material Subsidiary of such Borrower or any ERISA Affiliate including such Borrower shall fail to pay when due an amount or amounts aggregating in excess of $50,000,000 which it shall have become liable to pay under Title IV of ERISA; or (ii) notice of intent to terminate a Plan or Plans of such Borrower which in the aggregate have unfunded liabilities in excess of $50,000,000 (individually and collectively, a “Material Plan”) shall be filed under Title IV of ERISA by such Borrower or ERISA Affiliate including such Borrower, any plan administrator or any combination of the foregoing; or (iii) the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan of such Borrower; or (iv) a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan of such Borrower must be terminated; or (v) there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could cause one or more ERISA Affiliate including such Borrower to incur a current payment obligation in excess of $50,000,000 unless paid by such Borrower on the date such payment is due.

(i)Change of Control. The occurrence of any Change of Control with respect to such Borrower.

10.2 Acceleration; Remedies.

(a)Upon the occurrence of an Event of Default with respect to any Borrower, and at any time thereafter unless and until such Event of Default has been waived by the Required Lenders or cured to the reasonable satisfaction of the Required Lenders, the Administrative Agent may with the consent of the Required Lenders, and shall, upon the request and direction of the Required Lenders, by written notice to such Borrower take any of the following actions without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against such Borrower, except as otherwise specifically provided for herein:

(i)Termination of Commitments. Declare the Commitments with respect to such Borrower (and, if such Borrower is VaPower, then also to Dominion Energy) terminated whereupon the Commitments with respect to such Borrower (and, if such Borrower is VaPower, then also to Dominion Energy) shall be immediately terminated.

(ii)Acceleration of Loans. Declare the unpaid principal of and any accrued interest in respect of all Loans made to such Borrower (and, if such Borrower is VaPower, then also to Dominion Energy) and any and all other indebtedness or obligations of any and every kind (including all amounts of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 5.5) owing by such Borrower (and, if such Borrower is VaPower, then also by Dominion Energy) to any of the Lenders or the Administrative Agent hereunder to be due whereupon the same shall be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by such Borrower (and, if such Borrower is VaPower, then also by Dominion Energy).

(iii)Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Documents, including, without limitation, all rights of set-off, as against such Borrower.

(b)Notwithstanding the foregoing, if an Event of Default specified in Section 10.1(e) shall occur, then the Commitments with respect to such Borrower (and, if such Borrower is VaPower, then also to Dominion Energy) shall automatically terminate and all Loans made to such Borrower (and, if such Borrower is VaPower, then also to Dominion Energy), all accrued interest in respect thereof, all accrued and unpaid fees and other indebtedness or obligations owing by such Borrower (and, if such Borrower is VaPower, then also by Dominion Energy) to the Lenders and the Administrative Agent hereunder shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders.

(c)With respect to any Letter of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this Section 10.2, the Borrower for whose account any such Letter of Credit was issued shall at such time cash collateralize in accordance with Section 5.9 an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of such Borrower hereunder and

under the other Credit Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of such Borrower hereunder and under the other Credit Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to such Borrower (or such other Person as may be lawfully entitled thereto).

10.3 Allocation of Payments After Event of Default.

Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any Borrower, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows:

FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth below;

SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth below;

THIRD, to the payment of all accrued interest payable to the Lenders by such Borrower hereunder, pro rata as set forth below;

FOURTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such Borrower, pro rata as set forth below;

FIFTH, to all other obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” above; and

SIXTH, the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided above until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) of amounts available to be applied.

SECTION 11. AGENCY PROVISIONS

11.1 Appointment.

Each Lender hereby designates and appoints JPMCB as administrative agent of such Lender to act as specified herein and the other Credit Documents, and each such Lender hereby authorizes the Administrative Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated by the terms hereof and of the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere herein and in the other Credit Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Credit Documents, or shall otherwise exist against the Administrative Agent. The provisions of this Section are solely for the benefit of the Administrative Agent and the Lenders and no Borrower shall have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Borrower.

11.2 Delegation of Duties.

The Administrative Agent may execute any of its duties hereunder or under the other Credit Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

11.3 Exculpatory Provisions.

Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s own gross negligence or willful misconduct), or responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by a Borrower contained herein or in any of the other Credit Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrowers to perform their respective obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by a Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or

therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of a Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of a Borrower. The Administrative Agent is not a trustee for the Lenders and owes no fiduciary duty to the Lenders. None of the Lenders identified on the facing page or signature pages of this Credit Agreement as “Syndication Agents” or “Joint Bookrunners” shall have any right, power, obligation, liability, responsibility or duty under this Credit Agreement other than those applicable to all Lenders as such, nor shall they have or be deemed to have any fiduciary relationship with any Lender.

11.4 Reliance on Communications.

The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to a Borrower, independent accountants and other experts selected by the Administrative Agent with reasonable care). The Administrative Agent may deem and treat the Lenders as the owner of its interests hereunder for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent in accordance with Section 12.3(b). The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement or under any of the other Credit Documents unless it shall first receive such advice or concurrence of the Required Lenders (or to the extent specifically provided in Section 12.6, all the Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Credit Documents in accordance with a request of the Required Lenders (or to the extent specifically provided in Section 12.6, all the Lenders) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders (including their successors and assigns).

11.5 Notice of Default.

The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has received notice from a Lender or the relevant Borrower referring to the Credit Document, describing such Default or Event of Default and stating that such notice is a “notice of default.” In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give prompt notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be directed by the Required Lenders (or, to the extent specifically provided in Section 12.6, all the Lenders).

11.6 Non-Reliance on Administrative Agent and Other Lenders.

Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Administrative Agent or any affiliate thereof hereinafter taken, including any review of the affairs of a Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of a Borrower and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of a Borrower. Except for (i) delivery of the Credit Documents and (ii) notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of a Borrower which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

11.7 Indemnification.

Each Lender agrees to indemnify the Administrative Agent in its capacity as such and each Issuing Lender in its capacity as such (to the extent not reimbursed by a Borrower and without limiting the obligation of a Borrower to do so), ratably according to its Revolving Loan Commitment, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including without limitation at any time following the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent in its capacity as such or an Issuing Lender in its capacity as such in any way relating to or arising out of this Credit Agreement or the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or an Issuing Lender under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Administrative Agent or such Issuing Lender, as applicable. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder and under the other Credit Documents.

11.8 Administrative Agent in Its Individual Capacity.

The Administrative Agent and its Affiliates may make loans to, issue or participate in Letters of Credit for the account of, accept deposits from and generally engage in any kind of business with a Borrower as though the Administrative Agent were not Administrative Agent hereunder. With respect to the Loans made by it, the Administrative Agent shall have the same rights and powers under this Credit Agreement as any Lender and may exercise the same as though they were not Administrative Agent, and the terms “Lender” and “Lenders” shall include the Administrative Agent in its individual capacity.

11.9 Successor Administrative Agent.

The Administrative Agent may, at any time, resign upon 30 days written notice to the Lenders. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent that is, except during the existence of a Default or Event of Default, reasonably satisfactory to the Borrowers. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent provided such successor is reasonably satisfactory to the Borrowers and an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent until such time, if any, as a successor Administrative Agent shall have been so appointed and shall have accepted such appointment as provided for above). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 11.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement.

11.10 ERISA Matters

(a)Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates, that at least one of the following is and will be true:

(i)such Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in connection with the Loans, Letter of Credit or the Commitments,

(ii)the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain

transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), and the conditions for exemptive relief thereunder will be satisfied in connection with respect to, such Lender’s entrance into, participation in, administration of and performance of the Loans, Letter of Credit or the Commitments,

(iii)(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, Letter of Credit or the Commitments and this Credit Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, Letter of Credit or the Commitments and this Credit Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to, and the conditions for exemptive relief under PTE 84-14 will be satisfied in connection with, such Lender’s entrance into, participation in, administration of and performance of the Loans, Letter of Credit or the Commitments and this Credit Agreement, or

(iv)such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender to the effect that such Lender’s entrance into, participation in, administration of and performance of the Loans, Letter of Credit or the Commitments and this Credit Agreement will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

(b)In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates that:

(i)none of the Administrative Agent or the Joint Lead Arrangers or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Credit Agreement, any Credit Document or any documents related hereto or thereto),

(ii)the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, Letter of Credit or the Commitments and this Credit Agreement is independent (within the meaning of 29 CFR § 2510.3-21, as amended from time to time (the “Fiduciary Rule”)) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),

(iii)the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, Letter of Credit or the Commitments and this Credit Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies, within the meaning of the Fiduciary Rule,

(iv)the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, Letter of Credit or the Commitments and this Credit Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, Letter of Credit or the Commitments and this Credit Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and

(v)no fee or other compensation is being paid directly to the Administrative Agent, the Joint Lead Arrangers or any of their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, Letter of Credit or the Commitments or this Credit Agreement.

(c)The Administrative Agent and the Joint Lead Arrangers hereby informs the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, Letter of Credit or the Commitments and this Credit Agreement, (ii) may recognize a gain if it extended the Loans, Letter of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, Letter of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Credit Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

SECTION 12. MISCELLANEOUS

12.1 Notices.

Except as otherwise expressly provided herein, all notices and other communications shall have been duly given and shall be effective (a) when delivered, (b) when transmitted via telecopy (or other facsimile device), (c) the Business Day following the day on which the same has been delivered prepaid (or pursuant to an invoice arrangement) to a reputable national overnight air courier service, or (d) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case to the respective parties at the address or telecopy numbers set forth on Schedule 12.1, or at such other address as such party may specify by written notice to the other parties hereto; provided, that, in the case of a notice or other communication given pursuant to clause (a) or (b) above, if such notice or other communication is not delivered or transmitted during the normal business hours of the recipient,

such notice or communication shall be deemed to be effective on the next Business Day for the recipient.

Notices and other communications to any Lender hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or a Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

12.2 Right of Set-Off; Adjustments.

In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2, each Lender and each of its Affiliates is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of such Borrower against obligations and liabilities of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation in the Loans and Commitments to it hereunder pursuant to Section 12.3(e) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a “Benefitted Lender”) shall receive any payment of all or part of the obligations owing to it by a Borrower under this Credit Agreement, receive any collateral in respect thereof (whether voluntarily or involuntarily, by set‑off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations owing to such other Lender by such Borrower under this Credit Agreement, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

12.3 Benefit of Agreement.

(a)Generally. This Credit Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided that a Borrower may not assign and transfer any of its interests hereunder (except as permitted by Section 9.2) without prior written consent of the Lenders; and provided further that the rights of each Lender to transfer, assign or grant participations in its rights and/or obligations hereunder shall be limited as set forth in this Section 12.3.

(b)Assignments. Each Lender may assign all or a portion of its rights and obligations under this Credit Agreement (including, without limitation, all or a portion of its Loans, its Notes, and its Commitment); provided, however, that:

(i)each such assignment shall be to an Eligible Assignee;

(ii)each of (A) the Administrative Agent (other than in the case of an Eligible Assignee that is a Lender) and (B) the Issuing Lenders, shall have provided their written consent (not to be unreasonably withheld or delayed);

(iii)To the extent required in the definition of “Eligible Assignee,” DEI shall have provided its written consent (not to be unreasonably withheld or delayed) which consent shall not be required during the existence of a Default or Event of Default; provided, however, that DEI shall be deemed to have consented to any proposed assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof;

(iv)any such partial assignment shall be in an amount at least equal to $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) or an integral multiple of $5,000,000 in excess thereof;

(v)each such assignment by a Lender shall be of a constant, and not varying, percentage of all of its rights and obligations under this Credit Agreement and the Notes;

(vi)the parties to such assignment shall execute and deliver to the Administrative Agent for its acceptance an Assignment Agreement in substantially the form of Exhibit 12.3, together with a processing fee from the assignor of $4,000; and

(vii)without the prior written consent of the Administrative Agent, no assignment shall be made to a prospective assignee that bears a relationship to any Borrower described in Section 108(e)(4) of the Code.

Upon execution, delivery, and acceptance of such Assignment Agreement, the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Credit Agreement. Upon the consummation of any assignment pursuant to this Section 12.3(b), the assignor, the Administrative Agent and the relevant Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignee. If the assignee is not

incorporated under the laws of the United States of America or a State thereof, it shall deliver to such Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4.

By executing and delivering an assignment agreement in accordance with this Section 12.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (A) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of a Borrower or the performance or observance by such Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender; and (H) such assignee represents and warrants that it does not bear a relationship to any Borrower described in Section 108(e)(4) of the Code (provided that such representation shall not be required where the Administrative Agent has been made aware of such relationship existing between the assignee and the Borrower and has given its consent to such assignment pursuant to Section 12.3(b)(vii)).

For avoidance of doubt, the parties to this Credit Agreement acknowledge that the provisions of this Section 12.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank or other central bank having jurisdiction over such Lender in accordance with applicable law.

(c)Register. The Administrative Agent shall maintain a copy of each Assignment Agreement delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount (and stated interest) of the Loans owing to, each Lender from time to time by each Borrower (collectively, the “Registers”). The entries in the Registers shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the relevant Register as a Lender hereunder for all purposes of this Credit Agreement. The Registers shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice.

(d)Acceptance. Upon its receipt of an assignment agreement executed by the parties thereto, together with any Note subject to such assignment and payment of the processing fee, the Administrative Agent shall, if such Assignment Agreement has been completed and is in substantially the form of Exhibit 12.3, (i) accept such assignment agreement, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the parties thereto.

(e)Participations. Each Lender may, on or after the delivery of notice to the Borrowers, sell, transfer, grant or assign participations in all or any part of such Lender’s interests and obligations hereunder; provided that (i) such selling Lender shall remain a “Lender” for all purposes under this Credit Agreement (such selling Lender’s obligations under the Credit Documents remaining unchanged) and the participant shall not constitute a Lender hereunder, (ii) no Lender shall grant to any such participant rights to approve any amendment or waiver relating to the Credit Documents, except to the extent any such amendment or waiver would (A) reduce the principal of or rate of interest on or fees in respect of any Loans in which the participant is participating, or (B) postpone the date fixed for any payment of principal (including extension of the Maturity Date or the date of any mandatory prepayment), interest or fees in respect of any Loans in which the participant is participating, (iii) such selling Lender shall deliver notice to the Borrowers of any sub‑participations by the participant (except to an Affiliate, parent company or Affiliate of a parent company of the participant) and (iv) without the prior written consent of the Administration Agent, no participation shall be sold to a prospective participant that bears a relationship to any Borrower described in Section 108(e)(4) of the Code. In the case of any such participation and notwithstanding the foregoing, (i) the participant shall not have any rights under this Credit Agreement or the other Credit Documents (the participant’s rights against the selling Lender in respect of such participation to be those set forth in the participation agreement with such Lender creating such participation in a manner consistent with this Section 12.3(e)), (ii) the Borrowers, the Administrative Agent and the other Lenders shall be entitled to deal solely with the Lender who has sold a participation with respect to all matters arising under this Credit Agreement, and (iii) all amounts payable by such Borrower hereunder shall be determined as if such Lender had not sold such participation; provided, however, that such participant shall be entitled to receive additional amounts under Section 4 to the same extent that the Lender from which such participant acquired its participation would be entitled to the benefit of such cost protection provisions.

Each Lender that sells a participation, acting solely for this purpose as a non-fiduciary agent of the Borrowers (solely for tax purposes), shall maintain a register for the recordation of the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under this Credit Agreement (the

“Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any participant or any information relating to a participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Credit Document) except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive and binding for all purposes, absent manifest error, and such Lender and the Administrative Agent shall treat each person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Credit Agreement.

(f)Payments. No Eligible Assignee, participant or other transferee of any Lender’s rights shall be entitled to receive any greater payment under Section 4 than such Lender would have been entitled to receive with respect to the rights transferred.

(g)Nonrestricted Assignments. Notwithstanding any other provision set forth in this Credit Agreement, any Lender may at any time assign and pledge all or any portion of its Loans and its Notes to any Federal Reserve Bank or other central bank having jurisdiction over such Lender as collateral security pursuant to Regulation A and any operating circular issued by such Federal Reserve Bank or such other central bank having jurisdiction over such Lender. No such assignment shall release the assigning Lender from its obligations hereunder.

(h)Information. Any Lender may furnish any information concerning a Borrower or any of its Subsidiaries in the possession of such Lender from time to time to assignees and participants (including prospective assignees and participants) who is notified of the confidential nature of the information and agrees to use its reasonable best efforts to keep confidential all non-public information from time to time supplied to it.

12.4 No Waiver; Remedies Cumulative.

No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or privilege hereunder or under any other Credit Document and no course of dealing between a Borrower and the Administrative Agent or any Lender shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Credit Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies which the Administrative Agent or any Lender would otherwise have. No notice to or demand on a Borrower in any case shall entitle such Borrower to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Administrative Agent or the Lenders to any other or further action in any circumstances without notice or demand.

12.5 Payment of Expenses, etc.

Each Borrower agrees to: (a) pay all reasonable out-of-pocket costs and expenses of (i) the Administrative Agent and the Joint Lead Arrangers in connection with the negotiation, preparation, execution and delivery of this Credit Agreement and the other Credit Documents and

the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of outside legal counsel to the Administrative Agent) and any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by such Borrower under this Credit Agreement and (ii) of the Administrative Agent and the Lenders in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Administrative Agent and each of the Lenders) against such Borrower; and (b) indemnify the Administrative Agent, the Joint Lead Arrangers, each Issuing Lender and each Lender and its Affiliates, their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or reasonable expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Joint Lead Arrangers, any Issuing Lender or any Lender or its Affiliates is a party thereto, or whether or not such investigation, litigation or other proceeding was initiated by any Borrower, its Affiliates or any other party, other than in the case of any investigation, litigation or other proceeding initiated by any Borrower in connection with a material breach of obligations (as determined by a court of competent jurisdiction) by the Administrative Agent, the Joint Lead Arrangers, any Issuing Lender or any Lender hereunder) related to the entering into of this Credit Agreement, any Credit Document, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, any Loans or Letter of Credit or the use of proceeds therefrom (including other extensions of credit or the refusal of the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or the consummation of any other transactions contemplated in any Credit Document by such Borrower, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified, in each case, as determined by a court of competent jurisdiction).

12.6 Amendments, Waivers and Consents.

Neither this Credit Agreement nor any other Credit Document (other than Letters of Credit as provided herein) nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and by the Borrower or Borrowers directly affected thereby; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby:

(a)extend the Maturity Date or the Commitment Period;

(b)reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;

(c)reduce or forgive the principal amount of any Loan or Reimbursement Obligation;

(d)increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender);

(e)release a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations;

(f)amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 10.3, 11.7, 12.2, 12.3, 12.5 or 12.9(b);

(g)reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any provision hereof; or

(h)release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding.

Notwithstanding the above, (i) any provision of any Letter of Credit or any L/C Obligation shall not be amended, modified or waived without the written consent of the affected Issuing Lender and (ii) the Maximum L/C Commitment of an Issuing Lender may be amended without the consent of the Required Lenders but only with the consent of such affected Issuing Lender.

Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent, and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be.

Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein.

In the event any proposed amendment or waiver of the terms of this Credit Agreement or any other Credit Document requires the consent of all Lenders or of all Lenders directly affected thereby, and such proposed amendment or waiver is approved by Required Lenders, the Borrowers may, in their sole discretion, require any Lender that has failed to consent to such proposed amendment or waiver (the “Non-Consenting Lender”) to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent

in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Non-Consenting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 12.6 unless the Borrowers have notified such Non-Consenting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

12.7 Counterparts; Telecopy; Electronic Delivery.

This Credit Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Credit Agreement to produce or account for more than one such counterpart. Delivery of executed counterparts by facsimile or other electronic means (including by e-mail with a “pdf” copy thereof attached thereto) shall be effective as an original and shall constitute a representation that an original will be delivered.

12.8 Headings.

The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Credit Agreement.

12.9 Defaulting Lenders.

Notwithstanding any provision of this Credit Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a)no Facility Fees shall accrue on the unfunded portion of any Commitment of any Defaulting Lender pursuant to Section 3.4(a)(i).

(b)the Commitment and Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 12.6), provided that any waiver, amendment or modification requiring the consent of each affected Lender pursuant to Section 12.6(a)-(d) or any waiver, amendment or modification of this Section 12.9(b) shall require the consent of such Defaulting Lender if such Defaulting Lender would be directly adversely affected thereby.

(c)if any L/C Obligations exist at the time a Lender becomes a Defaulting Lender then:

(i)all or any part of such L/C Obligations shall be reallocated among the non-Defaulting Lenders in accordance with their respective Commitment Percentages, but only to the extent (x) the sum of all non-Defaulting Lenders’ Credit Exposures plus such Defaulting Lender’s LC Obligations does not exceed the total of all non-Defaulting Lenders’ Commitments and (y) no Default or Event of Default has occurred and is

continuing at the time such Lender becomes a Defaulting Lender and its L/C Obligation is reallocated;

(ii)if the reallocation described in clause (i) above cannot, or can only partially, be effected, each Borrower for whom a Letter of Credit was issued shall within one Business Day following notice by the Administrative Agent (which notice shall be promptly delivered by the Administrative Agent upon the failure of the reallocation in clause (i) above to be fully effected) cash collateralize such Defaulting Lender’s L/C Obligation as to such Letter of Credit (after giving effect to any partial reallocation pursuant to clause (i) above), which cash collateral shall be deposited into a cash collateral account in the name of and under the control of the Administrative Agent, in accordance with the procedures set forth in Section 5.9 for so long as such L/C Obligation is outstanding;

(iii)if a Borrower cash collateralizes any portion of such Defaulting Lender’s L/C Obligation pursuant to this Section 12.9(c), such Borrower shall not be required to pay any Letter of Credit Fees to such Defaulting Lender with respect to such Defaulting Lender’s L/C Obligation during the period such Defaulting Lender’s L/C Obligation are cash collateralized;

(iv)if the L/C Obligation of the non-Defaulting Lenders is reallocated pursuant to Section 12.9(c), then the fees payable to the Lenders pursuant to Section 5.3 shall be adjusted in accordance with such non-Defaulting Lenders’ Commitment Percentage; and

(v)if any Defaulting Lender’s L/C Obligation is neither cash collateralized nor reallocated pursuant to this Section 2.19(c), then, without prejudice to any rights or remedies of the Issuing Lenders or any Lender hereunder, all Facility Fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such L/C Obligation) and Letter of Credit Fees payable with respect to such Defaulting Lender’s L/C Obligation shall be payable to the Administrative Agent as cash collateral until such L/C Obligation is cash collateralized and/or reallocated.

(d)so long as any Lender is a Defaulting Lender, the Issuing Lender shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that 100% of the related exposure will be covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers in accordance with Section 12.9(c), and participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 12.9(c)(i) (and Defaulting Lenders shall not participate therein).

(e)except as otherwise provided in this Credit Agreement, any amount payable to or for the account of any Defaulting Lender in its capacity as a Lender hereunder (whether on account of principal, interest, fees or otherwise, and including any amounts payable to such Defaulting Lender) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated account and, subject to any applicable requirements of law, (A) be applied, at such time or times as may be determined by the Administrative Agent, (1) first,

to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (2) second, pro rata, to the payment of any amounts owing by such Defaulting Lender to the Issuing Lenders in respect of such Defaulting Lender’s participations in Letters of Credit, (3) third, to cash collateralize participation obligations of such Defaulting Lender in respect of outstanding Letters of Credit and (4) fourth, to the funding of such Defaulting Lender’s Commitment Percentage of any Loans in respect of which such Defaulting Lender shall have failed to fund such share as required hereunder, (B) to the extent not applied as aforesaid, be held, if so determined by the Administrative Agent, as cash collateral for funding obligations of such Defaulting Lender in respect of future Loans hereunder, (C) to the extent not applied or held as aforesaid, be applied, pro rata, to the payment of any amounts owing to any Borrower or any non-Defaulting Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Borrower or any non-Defaulting Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations hereunder and (D) to the extent not applied or held as aforesaid, be distributed to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction.

(f)The Borrowers may, in their sole discretion, require any Defaulting Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in a manner consistent with the terms and conditions of Section 4.5 (but at the expense of such Defaulting Lender) to an Eligible Assignee that shall assume such assigned obligations; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. The Borrowers shall not be permitted to require a Defaulting Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 10.(f) unless the Borrowers have notified such Defaulting Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date.

(g)In the event that the Administrative Agent, the Borrowers and the Issuing Lender agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the L/C Obligations of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Revolving Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Revolving Loans in accordance with its Commitment Percentage.

12.10 Survival of Indemnification and Representations and Warranties.

All indemnities set forth herein, the agreements contained in Sections 4.1(c), 4.2, 4.3 and 4.4 and all representations and warranties made herein shall survive the execution and delivery of this Credit Agreement, the making of the Loans, and the repayment of the Loans and other obligations and the termination of the Commitments hereunder.

12.11 GOVERNING LAW.

THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Each Borrower

irrevocably consents to the service of process out of any competent court in any action or proceeding brought in connection with this Credit Agreement by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 12.1, such service to become effective 30 days after such mailing. Nothing herein shall affect the right of a Lender to serve process in any other manner permitted by law.

12.12 WAIVER OF JURY TRIAL.

EACH OF THE PARTIES TO THIS CREDIT AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

12.13 Severability.

If any provision of any of the Credit Documents is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

12.14 Entirety.

This Credit Agreement together with the other Credit Documents represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Credit Documents or the transactions contemplated herein and therein.

12.15 Binding Effect.

This Credit Agreement shall become effective at such time when all of the conditions set forth in Section 6.1 have been satisfied or waived by the Lenders and this Credit Agreement shall have been executed by each of the Borrowers and the Administrative Agent, and the Administrative Agent shall have received copies (telefaxed or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of each Borrower, the Administrative Agent and each Lender and their respective successors and permitted assigns.

12.16 Submission to Jurisdiction.

Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Credit Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action

or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Credit Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Credit Agreement against any Borrower or its properties in the courts of any jurisdiction. Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Credit Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the Borrowers also hereby irrevocably and unconditionally waives any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

12.17 Confidentiality. Each of the Administrative Agent and each Lender agrees to keep confidential all non-public information provided to it by any Borrower pursuant to this Credit Agreement that is designated by such Borrower as confidential; provided that nothing herein shall prevent the Administrative Agent or any Lender from disclosing any such information (a) to the Administrative Agent, any other Lender or any of its Affiliates and other parties hereto, (b) subject to an agreement to comply with the provisions of this Section 12.17 (or terms substantially consistent with and no less restrictive than this Section 12.17), to (i) any actual or prospective Assignee or participant, (ii) credit insurance providers requiring access to such information in connection with credit insurance issued for the benefit of such Lender, and (iii) any contractual counterparties (or the professional advisors thereto) to any swap, derivative or securitization transaction relating directly to obligations of parties under this Credit Agreement, (c) to its employees, directors, agents, attorneys and accountants or those of any of its affiliates, (d) upon the request or demand of any Governmental Authority or any self-regulatory organization claiming jurisdiction or oversight over the Administrative Agent or such Lender or any of their respective affiliates, (e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any requirement of law, (f) if required to do so in connection with any litigation or similar proceeding, (g) that has been publicly disclosed, (h) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, (i) in connection with the exercise of any remedy hereunder or under any other Credit Document, (j) market data collectors, league table providers and similar service providers to the lending industry, such information to consist of deal terms and other information customarily provided by arrangers to league table providers or found in Gold Sheets and similar industry publications, and (k) with the written consent of any Borrower.

12.18 Designation of SPVs.

Notwithstanding anything to the contrary contained herein, any Lender, (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPV”), identified as such in writing from time to time by such Granting Lender to the Administrative Agent and the Borrowers, the option to fund all or any part of any Loan that such Granting Lender would otherwise be obligated to fund pursuant to this Credit Agreement; provided that (i) nothing herein shall constitute a commitment by any SPV to fund any Loan, (ii) if an SPV elects not to exercise such option or otherwise fails to fund all or any part of such Loan, the Granting Lender shall be

obligated to fund such Loan pursuant to the terms hereof, (iii) no SPV shall have any voting rights pursuant to Section 12.6 and (iv) with respect to notices, payments and other matters hereunder, the Borrowers, the Administrative Agent and the Lenders shall not be obligated to deal with an SPV, but may limit their communications and other dealings relevant to such SPV to the applicable Granting Lender. The funding of a Loan by an SPV hereunder shall utilize the Revolving Loan Commitment of the Granting Lender to the same extent that, and as if, such Loan were funded by such Granting Lender.

As to any Loans or portion thereof made by it, each SPV shall have all the rights that its applicable Granting Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however, that each SPV shall have granted to its Granting Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV’s behalf, all of such SPV’s voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Granting Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Granting Lender as agent for such SPV.

Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof.

In addition, notwithstanding anything to the contrary contained in this Credit Agreement, any SPV may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Granting Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 12.17 may not be amended without the written consent of any Granting Lender affected thereby.

12.19 USA Patriot Act. Each Lender hereby notifies each Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Patriot Act”), it is required to obtain, verify and record information that identifies each Borrower, which information includes the name and address of each Borrower and other information that will allow such Lender to identify each Borrower in accordance with the Patriot Act.

12.20 No Fiduciary Duty

Each Borrower agrees that nothing in the Credit Documents will be deemed to create an advisory, fiduciary, agency relationship or other similar duty between any Credit Party and its Affiliates, on the one hand, and any Borrower, its stockholders or its affiliates on the other with respect to the transactions contemplated hereby (irrespective of whether any Credit Party or its Affiliates has advised, is currently advising or will advise any Borrower on other unrelated matters), or any other obligation by a Credit Party or its Affiliates to any Borrower its stockholders or its affiliates except the obligations expressly set forth in the Credit Documents. Each Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowers, in connection with the transactions contemplated hereby or the process leading thereto. Each Credit Party and their respective Affiliates may have economic interests that conflict with those of the Borrowers, their stockholders, and/or their respective Affiliates.

12.21 Acknowledgement and Consent to Bail-In of Affected Financial Institutions.

Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b)the effects of any Bail-In Action on any such liability, including, if applicable:

(i)a reduction in full or in part or cancellation of any such liability;

(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Credit Agreement or any other Credit Document; or

(iii)the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.

12.22 Effect of Restatement. This Credit Agreement shall amend and restate the Existing Credit Agreement in its entirety, with the parties hereby agreeing that there is no novation of the Existing Credit Agreement and from and after the Closing Date, the rights and obligations of the parties under the Existing Credit Agreement shall be subsumed and governed by this Credit Agreement. From and after the Closing Date, the obligations and Commitments under the Existing Credit Agreement shall continue as obligations and Commitments under this Credit Agreement until otherwise paid or terminated in accordance with the terms hereof.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first written above.

DOMINION ENERGY, INC.

By: ________________________________

Name:

Title:

VIRGINIA ELECTRIC AND POWER COMPANY

By: ________________________________

Name:

Title:

QUESTAR GAS COMPANY

By: ________________________________

Name:

Title:

DOMINION energy South Carolina, inc.

By: ________________________________

Name:

Title:

[FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT]

JPMORGAN CHASE BANK, N.A., as Administrative Agent

By: ________________________________

Name:

Title:

[FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT]

JPMORGAN CHASE BANK, N.A., as an Issuing Lender

By: ________________________________

Name:

Title:

JPMORGAN CHASE BANK, N.A., as a Lender

By: ________________________________

Name:

Title:

MIZUHO BANK, LTD., as a Lender

By: ________________________________

Name:

Title:

BANK OF AMERICA, N.A., as an Issuing Lender

By: ________________________________

Name:

Title:

BANK OF AMERICA, N.A., as a Lender

By: ________________________________

Name:

Title:

[FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT]

THE BANK OF NOVA SCOTIA, as an Issuing Lender

By: ________________________________

Name:

Title:

THE BANK OF NOVA SCOTIA, as a Lender

By: ________________________________

Name:

Title:

WELLS FARGO BANK, N.A., as an Issuing Lender

By: ________________________________

Name:

Title:

WELLS FARGO BANK, N.A., as a Lender

By: ________________________________

Name:

Title:

MUFG BANK, LTD., as a Lender

By: ________________________________

Name:

Title:

[FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT]

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender

By: ________________________________

Name:

Title:

By: ________________________________

Name:

Title:

U.S. BANK NATIONAL ASSOCIATION, as an Issuing Lender

By: ________________________________

Name:

Title:

U.S. BANK NATIONAL ASSOCIATION, as a Lender

By: ________________________________

Name:

Title:

BARCLAYS BANK PLC, as a Lender

By: ________________________________

Name:

Title:

[FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT]

BNP PARIBAS, as a Lender

By: ________________________________

Name:

Title:

By: __ __

Name:

Title:

CITIBANK, N.A., as a Lender

By: ________________________________

Name:

Title:

DEUTSCHE BANK AG NEW YORK BRANCH as a Lender

By: ________________________________

Name:

Title:

By: ________________________________

Name:

Title:

GOLDMAN SACHS BANK USA, as a Lender

By: ________________________________

Name:

Title:

[FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT]

MORGAN STANLEY BANK, N.A., as a Lender

By: ________________________________

Name:

Title:

MORGAN STANLEY SENIOR FUNDING, INC., as a Lender

By: ________________________________

Name:

Title:

ROYAL BANK OF CANADA, as a Lender

By: ________________________________

Name:

Title:

SUMITOMO MITSUI BANKING CORPORATION, as a Lender

By: ________________________________

Name:

Title:

SUNTRUST BANK, as a Lender

By: ________________________________

Name:

Title:

[FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT]

THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Lender

By: ________________________________

Name:

Title:

KEYBANK NATIONAL ASSOCIATION, as an Issuing Lender

By: ________________________________

Name:

Title:

KEYBANK NATIONAL ASSOCIATION, as a Lender

By: ________________________________

Name:

Title:

BRANCH BANKING AND TRUST COMPANY, as a Lender

By: ________________________________

Name:

Title:

PNC BANK, NATIONAL ASSOCIATION, as a Lender

By: ________________________________

Name:

Title:

[FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT]

Schedule 1.1

COMMITMENTS

Lender	Commitment	Commitment Percentage (rounded to nearest 1/100%)	Maximum L/C Commitment
JPMorgan Chase Bank, N.A.	$315,000,000.00	5.25%	$50,000,000.00
Mizuho Bank, Ltd.	$315,000,000.00	5.25%
Bank of America, N.A.	$315,000,000.00	5.25%	$50,000,000.00
The Bank of Nova Scotia	$315,000,000.00	5.25%	$50,000,000.00
Wells Fargo Bank, N.A.	$315,000,000.00	5.25%	$50,000,000.00
MUFG Bank, Ltd.	$315,000,000.00	5.25%
Credit Suisse AG, Cayman Islands Branch	$315,000,000.00	5.25%
U.S. Bank National Association	$315,000,000.00	5.25%	$150,000,000.00
Barclays Bank PLC	$315,000,000.00	5.25%
BNP Paribas	$315,000,000.00	5.25%
Citibank, N.A.	$315,000,000.00	5.25%
Deutsche Bank AG New York Branch	$315,000,000.00	5.25%
Goldman Sachs Bank USA	$315,000,000.00	5.25%
Morgan Stanley Bank, N.A.	$275,000,000.00	4.58%
Morgan Stanley Senior Funding, Inc.	$40,000,000.00	0.67%
Royal Bank of Canada	$315,000,000.00	5.25%
Sumitomo Mitsui Banking Corporation	$315,000,000.00	5.25%
SunTrust Bank	$315,000,000.00	5.25%
The Toronto-Dominion Bank, New York Branch	$315,000,000.00	5.25%
PNC Bank, National Association	$220,000,000.00	3.67%
KeyBank National Association	$110,000,000.00	1.83%	$50,000,000.00
TOTAL:	$6,000,000,000.00	100.00%	$350,000,000.00

Schedule 5.1

EXISTING LETTERS OF CREDIT

Borrower	Issuing Lender	Current Amount	Expiration Date	Beneficiary
Dominion Energy	Keybank	$ 2,350,000.00	10/12/2019	Liberty Mutual
Dominion Energy	Keybank	$ 67,157.77	5/1/2019	Kern County
Dominion Energy	Keybank	$ 158,088.03	5/1/2019	Kern County
Dominion Energy	U.S. Bank	$ 2,188,305.00	8/30/2019	Pacific Gas and Electric Co.
Dominion Energy	U.S. Bank	$ 4,110,783.00	6/30/2019	Pacific Gas and Electric Co.
Dominion Energy	U.S. Bank	$ 3,918,474.00	10/31/2019	Southern California Edison Company
Dominion Energy	U.S. Bank	$ 545,050.00	7/31/2019	Southern California Edison Company
Dominion Energy	U.S. Bank	$ 10,000,000.00	2/28/2020	California Department of Water Resources
Dominion Energy	U.S. Bank	$ 2,350,000.00	12/31/2019	Southern California Public Authority
Dominion Energy	U.S. Bank	$ 336,101.00	3/13/2020	RE Columbia LLC
Dominion Energy	U.S. Bank	$ 1,840.00	12/6/2019	Town of Myersville – Planning and Zoning ADMM
Dominion Energy	U.S. Bank	$ 4,844,635.00	12/14/2019	Pacific Gas and Electric Co.
Dominion Energy	U.S. Bank	$ 424,571.00	12/14/2019	Southern California Edison Company
Dominion Energy	U.S. Bank	$ 5,235,192.00	12/31/2019	Pacific Gas and Electric Co.
Dominion Energy	U.S. Bank	$ 466,593.01	3/1/2020	Southern California Edison Company
Dominion Energy	U.S. Bank	$ 4,269,082.00	12/15/2019	Pacific Gas and Electric Co.
Dominion Energy	U.S. Bank	$ 5,385,000.00	7/1/2020	Southern California Edison Company
Dominion Energy	U.S. Bank	$ 418,968.00	1/6/2020	Kern County
Dominion Energy	U.S. Bank	$ 165,015.00	1/6/2020	Kern County
Dominion Energy	U.S. Bank	$ 2,796,113.61	12/31/2019	San Diego Gas and Electric Company
Dominion Energy	U.S. Bank	$ 26,500.00	12/31/2019	Kern County
Dominion Energy	U.S. Bank	$ 353,100.00	10/29/2019	Maricopa Sun, LLC
Dominion Energy	U.S. Bank	$ 55,320.00	12/31/2019	Genesee Township
Dominion Energy	U.S. Bank	$ 9,936,685.00	12/31/2019	Imperial Irrigation District
Dominion Energy	U.S. Bank	$ 500,000.00	12/31/2019	Old Dominion Electric Cooperative
Dominion Energy	U.S. Bank	$ 5,109,083.00	12/31/2019	Duke Energy Progress, LLC
Dominion Energy	U.S. Bank	$ 1,000,000.00	12/31/2019	Old Dominion Electric Cooperative
Dominion Energy	U.S. Bank	$ 4,094,261.00	12/31/2019	Pacific Gas and Electric Co.
Dominion Energy	JPM	$ 3,000,000.00	12/31/2019	Atlanta Gas Light Company
Virginia Electric & Power Co.	U.S. Bank	$ 257,784.00	12/31/2019	County of York
Virginia Electric & Power Co.	U.S. Bank	$ 119,447.35	4/24/2020	Board of County Supervisors of Prince William County

Virginia Electric & Power Co.	U.S. Bank	$ 247,027.55	4/15/2020	Board of County Supervisors of Prince William County
Virginia Electric & Power Co.	U.S. Bank	$ 15,000,000.00	8/16/2019	PJM Settlement, Inc.
Virginia Electric & Power Co.	JPM	$ 10,000.00	12/31/2019	Town of Gordonsville
Virginia Electric & Power Co.	JPM	$ 300,000.00	12/31/2019	Town of Gordonsville
South Carolina Electric & Gas Co.	Wachovia	$ 250,000.00	4/30/2019	Georgia Self Insurers Guaranty Trust Fund
Total		$ 90,290,176.32

Schedule 12.1

NOTICES

Borrowers

Dominion Energy, Inc.

120 Tredegar Street

Richmond, Virginia 23219

Attn: James R. Chapman

Telephone: 804-819-2181

Fax: 804-819-2211

Virginia Electric and Power Company

120 Tredegar Street

Richmond, Virginia 23219

Attn: James R. Chapman

Telephone: 804-819-2181

Fax: 804-819-2211

Questar Gas Company

120 Tredegar Street

Richmond, Virginia 23219

Attn: James R. Chapman

Telephone: 804-819-2181

Fax: 804-819-2211

Dominion Energy South Carolina, Inc.

120 Tredegar Street

Richmond, Virginia 23219

Attn: James R. Chapman

Telephone: 804-819-2181

Fax: 804-819-2211

with a copy to:

Dominion Energy Services, Inc.

120 Tredegar Street

Richmond, Virginia 23219

Attn: Russell J. Singer, Esq.

Telephone: 804-819-2389

Fax: 804-819-2202

Administrative Agent

JPMorgan Chase Bank, NA

Floor 3, Stanton Christiana Road, Ops 2

Newark, DE 19713

Attn: Nicholas Fattori

Telephone: 302-552-0588

Fax: 302-634-1417

with a copy to:

JPMorgan Chase Bank, NA

383 Madison Avenue

24^th Floor

New York, New York

Attn: Brad Alvarez

Telephone: 212-270-9618

Fax: 212-270-5100

Exhibit 2.2(a)

FORM OF NOTICE OF BORROWING

Pursuant to subsection 6.2(a) of the Fourth Amended and Restated Revolving Credit Agreement, dated as of March 22, 2019, as amended by the First Amendment dated as of ________, 2020 (as so amended and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Dominion Energy, Inc., a Virginia corporation, Virginia Electric and Power Company, a Virginia corporation, Questar Gas Company, a Utah corporation, and Dominion Energy South Carolina, Inc., a South Carolina corporation (each of the above, individually, a “Borrower”, collectively, the “Borrowers”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents party thereto, the undersigned hereby delivers this Notice of Borrowing.

[Insert name of relevant Borrower] hereby requests that a [Eurodollar Revolving/ Base Rate] Loan be made in the aggregate principal amount of _____________ on _________ __, 20__ [with an Interest Period of ___ [days] [months]].

The undersigned hereby certifies as follows:

(a)The representations and warranties made by [insert name of relevant Borrower] in or pursuant to the Credit Agreement are true and correct in all material respects on and as of the date hereof with the same effect as if made on the date hereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and [insert name of relevant Borrower] hereby certifies that the proceeds of this Loan will be used to provide credit support for such Borrower’s commercial paper, for working capital of such Borrower and its Subsidiaries, and/or for other general corporate purposes; [; provided that the representations and warranties set forth in (x) clause (ii) of the second paragraph of Section 7.6 of the Credit Agreement and (y) Section 7.9 of the Credit Agreement need not be true and correct as a condition to any borrowing utilized by [insert name of relevant Borrower]]¹; and

(b)No Default or Event of Default has occurred and is continuing on the date hereof or after giving effect to the Loans and other extensions of credit requested to be made on such date.

Capitalized terms used herein and not defined herein shall have the meanings given to them in the Credit Agreement.

[Insert name of relevant Borrower] agrees that if prior to the time of the borrowing requested hereby any matter certified to herein by it will not be true and correct in all material respects at such time as if then made, it will immediately so notify the Administrative

¹	Include with any Notice of Borrowing delivered after the Closing Date.

Agent. Except to the extent, if any, that prior to the time of the borrowing requested hereby the Administrative Agent shall receive written notice to the contrary from [insert name of relevant Borrower], each matter certified to herein shall be deemed once again to be certified as true and correct in all material respects at the date of such borrowings as if then made.

Please transfer by wire the proceeds of the borrowing as directed by [insert name of relevant Borrower] on the attached Schedule 1.

[Insert name of relevant Borrower] has caused this Notice of Borrowing to be executed and delivered, and the certification and warranties contained herein to be made, by its [Treasurer] this ___ day of ________, 20__.

[Insert name of relevant Borrower]

By:_________________________________
Name:
Title:

Exhibit 2.2(c)

FORM OF NOTICE OF CONVERSION/CONTINUATION

Pursuant to subsection 2.2(c) of the Fourth Amended and Restated Revolving Credit Agreement, dated as of March 22, 2019, as amended by the First Amendment dated as of ________, 2020 (as so amended and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Dominion Energy, Inc., a Virginia corporation, Virginia Electric and Power Company, a Virginia corporation, Questar Gas Company, a Utah corporation, and Dominion Energy South Carolina, Inc., a South Carolina corporation (each of the above, individually, a “Borrower”, and, collectively, the “Borrowers”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents party thereto, this represents [insert name of relevant Borrower]’s request to convert or continue Revolving Loans as follows:

1	Date of conversion/continuation:__________________

2.	Amount of Revolving Loans being converted/continued: $________________

3.	Type of Revolving Loans being converted/continued:

☐a.Eurodollar Revolving Loans
☐b.Base Rate Loans

4.	Nature of conversion/continuation:

☐a.Conversion of Base Rate Loans to Eurodollar Revolving Loans

☐b.Conversion of Eurodollar Revolving Loans to Base Rate Loans

☐c.Continuation of Eurodollar Revolving Loans as such

5.	Interest Periods:

If Revolving Loans are being continued as or converted to Eurodollar Revolving Loans, the duration of the new Interest Period that commences on the conversion/ continuation date: ________________ days/month(s)

In the case of a conversion to or continuation of Eurodollar Revolving Loans, the undersigned officer, to the best of his or her knowledge, on behalf of [insert name of relevant Borrower], certifies that no Default or Event of Default has occurred and is continuing under the Credit Agreement.

Capitalized terms used herein and not defined herein shall have the meanings given to them in the Credit Agreement.



DATED:	[insert name of relevant Borrower]

	By:
		Name: Title:

Exhibit 2.7(a)

FORM OF REVOLVING LOAN NOTE

Not to Exceed $________ (as set forth below)

New York, New York
______ __, ____

FOR VALUE RECEIVED, each of Dominion Energy, Inc., a Virginia corporation, Virginia Electric and Power Company, a Virginia corporation, Questar Gas Company, a Utah corporation, and Dominon Energy South Carolina, Inc., a South Carolina corporation (collectively, the “Borrowers” and each, individually, a “Borrower”), hereby unconditionally promises, severally and not jointly, to pay on the Maturity Date to the order of ________(the “Lender”) at the office of JPMorgan Chase Bank, N.A. located at 270 Park Avenue, New York, New York, 10017, in lawful money of the United States of America and in immediately available funds, the least of (a) __________ DOLLARS ($_____), (b) the Sublimit of the applicable Borrower and (c) the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the applicable Borrower pursuant to subsection 2.1 of the Credit Agreement referred to below. Each of the Borrowers further agrees to pay interest in like money at such office on the unpaid principal amount of its Revolving Loans from time to time outstanding at the rates per annum and on the dates specified in subsection 3.1 of the Credit Agreement, until paid in full (both before and after judgment to the extent permitted by law). The holder of this Revolving Loan Note is hereby authorized to endorse the date, amount, type, interest rate and duration of each Revolving Loan made or converted by the Lender to each Borrower, the date and amount of each repayment of principal thereof, and, in the case of Eurodollar Revolving Loans, the Interest Period with respect thereto, on the schedules annexed hereto and made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, which endorsement shall constitute prima facie evidence of the accuracy of the information so endorsed; provided, however, that failure by any holder to make any such recordation on such schedules or continuation thereof shall not in any manner affect any of the obligations of any Borrower to make payments of principal and interest in accordance with the terms of this Revolving Loan Note and the Credit Agreement.

This Revolving Loan Note is one of the Revolving Loan Notes referred to in the Fourth Amended and Restated Revolving Credit Agreement, dated as of March 22, 2019, as amended by the First Amendment dated as of ________, 2020 (as so amended and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents party thereto, is entitled to the benefits thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein.

Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

Upon the occurrence of any one or more Events of Default with respect to any Borrower, all amounts owed by such Borrower and then remaining unpaid on this Revolving Loan Note shall become, or may be declared to be, immediately due and payable as provided in the Credit Agreement.

This Revolving Loan Note shall be governed by and construed and interpreted in accordance with the laws of the State of New York.

DOMINION ENERGY, INC.

By:__________________________
Name:
Title:

Virginia Electric and Power Company

By:__________________________
Name:
Title:

Questar Gas Company

By:__________________________
Name:
Title:

DOMINON ENERGY SOUTH CAROLINA, INC.

By:__________________________
Name:
Title:

Schedule I to
Revolving
Loan Note

BASE RATE LOANS AND CONVERSIONS AND
REPAYMENTS OF PRINCIPAL


Date	Amount of Base Rate Loans	Amount of Base Rate Loans Converted into Eurodollar Revolving Loans	Amount of Eurodollar Revolving Loans Converted into Base Rate Loans	Amount of Principal Repaid	Unpaid Principal Balance	Notation Made by

Schedule II to
Revolving
Loan Note

EURODOLLAR REVOLVING LOANS AND CONVERSIONS
AND REPAYMENTS OF PRINCIPAL


Date	Amount of Eurodollar Revolving Loans	Interest Period	Amount of Base Rates Loans Converted into Eurodollar Revolving Loans	Amount of Eurodollar Revolving Loans Converted into Base Rate Loans	Amount of Principal Repaid	Unpaid Principal Balance	Notation Made by

Exhibit 2.8(a)

FORM OF EXTENSION OF MATURITY DATE REQUEST

[Date]

JPMorgan Chase Bank, N.A., as Administrative Agent

270 Park Avenue

New York, New York 10017

Attention:

Ladies and Gentlemen:

This is an Extension of Maturity Date Request pursuant to Section 2.8(a) of the Credit Agreement requesting an extension of the Maturity Date to [INSERT REQUESTED MATURITY DATE]. Please transmit a copy of this Extension of Maturity Date Request to each of the Lenders.

DOMINION ENERGY, INC.

By:_____________________________

Title:_____________________________

VIRGINIA ELECTRIC AND POWER COMPANY

By:_____________________________

Title:_____________________________

QUESTAR GAS COMPANY

By:_____________________________

Title:_____________________________

Dominon Energy South Carolina, Inc.

By:_____________________________

Title:_____________________________

Exhibit 2.8(b)

FORM OF EXTENSION OF MATURITY DATE CERTIFICATE

[Date]

JPMorgan Chase Bank, N.A., as Administrative Agent

270 Park Avenue

New York, New York 10017

Attention:

Ladies and Gentlemen:

This is an Extension of Maturity Date Certificate required to be furnished pursuant to Section 2.8(b) of the Credit Agreement in connection with the extension of the Maturity Date to [INSERT REQUESTED MATURITY DATE].

DOMINION ENERGY, INC.

By:_____________________________

Title:_____________________________

VIRGINIA ELECTRIC AND POWER COMPANY

By:_____________________________

Title:_____________________________

QUESTAR GAS COMPANY

By:_____________________________

Title:_____________________________

Dominon Energy South Carolina, Inc.

By:_____________________________

Title:_____________________________

Exhibit 2.9

FORM OF SUBLIMIT ADJUSTMENT LETTER

[Date]

JPMorgan Chase Bank, N.A., as Administrative Agent

270 Park Avenue

New York, New York 10017

Attention:

Ladies and Gentlemen:

Pursuant to Section 2.9 of the Credit Agreement the undersigned hereby request that their respective Sublimits be reallocated as follows:

Dominion Energy, Inc. agrees that as of ____________ ___, 20___, the DEI Sublimit shall be $_________________; and

Virginia Electric and Power Company agrees that as of ____________ ___, 20___, the VaPower Sublimit shall be $_________________.

Questar Gas Company agrees that as of ____________ ___, 20___, the Questar Gas Sublimit shall be $_________________.

Dominon Energy South Carolina, Inc. agrees that as of ____________ ___, 20___, the SCE&G Sublimit shall be $_________________.

The undersigned hereby represent and warrant that (i) on the date hereof no Default or Event of Default has occurred and is continuing and (ii) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date hereof with the same effect as if made on such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date); provided that the representations and warranties set forth in (x) clause (ii) of the second paragraph of Section 7.6 of the Credit Agreement and (y) Section 7.9 of the Credit Agreement need not be true and correct as a condition to any reallocation of the Sublimits.

DOMINION ENERGY, INC.

By:_____________________________

Title:_____________________________

VIRGINIA ELECTRIC AND POWER COMPANY

By:_____________________________

Title:_____________________________

QUESTAR GAS COMPANY

By:_____________________________

Title:_____________________________

Dominon Energy South Carolina, Inc.

By:_____________________________

Title:_____________________________

Exhibit 6.1(c)

FORM OF CLOSING CERTIFICATE

[_________________, 2019]

Pursuant to Section 6.1(c) of the Fourth Amended and Restated Revolving Credit Agreement, dated as of March 22, 2019, as amended by the First Amendment dated as of ________, 2020 (as so amended and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Dominion Energy, Inc., Virginia Electric and Power Company, Questar Gas Company, Dominon Energy South Carolina, Inc., the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents party thereto, the undersigned [Assistant Treasurer] of the [insert name of relevant Borrower] (the “Borrower”) (solely in his or her capacity as such and not personally) hereby certifies as follows:

1.The representations and warranties made by the Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date hereof with the same effect as if made on such date;

2.The conditions precedent set forth in subsection 6.1 of the Credit Agreement have been satisfied;

3.On the date hereof, no Default or Event of Default has occurred;

4.___________________ is the duly elected and qualified [Assistant] Secretary of the Borrower and the signature set forth on the signature line for such officer below is such officer’s true and genuine signature;

and the undersigned [Assistant] Secretary of the Borrower hereby certifies as follows:

5.The Borrower is a [corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Virginia][limited liability company duly organized and validly existing under the laws of the Commonwealth of Virginia][corporation, validly existing and in good standing under the laws of the State of Utah][corporation, validly existing and in good standing under the laws of the State of South Carolina];

6.Attached hereto as Exhibit A is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing (i) the execution, delivery and performance of the Credit Agreement and (ii) the borrowings contemplated thereunder; such resolutions have not in any way been amended, modified, revoked or rescinded and have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect; and such resolutions are the only [corporate proceedings][limited liability company proceedings] of the Borrower now in

force relating to or affecting the matters referred to therein; attached hereto as Exhibit B is a true and complete copy of the [By-Laws][Operating Agreement] of the Borrower as in effect on the date hereof; and attached hereto as Exhibit C is a true and complete copy of the [Articles of Incorporation][Articles of Organization] of the Borrower as in effect on the date hereof; and attached hereto as Exhibit D is a certified copy of the Borrower’s good standing certificate or its equivalent.

7.All governmental, shareholder and third party consents (including Securities and Exchange Commission clearance) and approvals necessary or desirable in connection with the transactions contemplated hereby have been received and are in full force and effect, and no condition or requirement of law exists which could reasonably be likely to restrain, prevent or impose any material adverse condition on the transactions contemplated by the Credit Agreement, and attached hereto as Exhibit E are copies of any required orders of the Virginia State Corporation Commission, the Public Service Commission of South Carolina or any other state utilities commission approving the Borrower’s execution, delivery and performance of the Credit Agreement and the borrowings thereunder.

8.The following persons are now duly elected and qualified officers of the Borrower, holding the offices indicated next to their respective names below, and such officers hold such offices with the Borrower on the date hereof, and the signatures appearing opposite their respective names below are the true and genuine signatures of such officers, and each of such officers is an authorized signatory of the Borrower and is duly authorized to execute and deliver on behalf of the Borrower, any and all notes, notices, documents, statements and papers under and relating to the Credit Agreement, and otherwise to act as an authorized signatory of the Borrower under the Credit Documents and all other documents to be executed in connection therewith for all purposes:


Name	Office	Signature

[remainder of the page left blank intentionally]

IN WITNESS WHEREOF, the undersigned have hereunto set our names as of the date first above written.


By:			By:
	Name: Title: [Assistant Treasurer]			Name: Title: [Assistant Secretary]

		Date

Exhibit 8.1(c)

FORM OF OFFICER’S CERTIFICATE

________________ ______, 20___

This certificate is provided pursuant to Section 8.1(c) of the Fourth Amended and Restated Revolving Credit Agreement, dated as of March 22, 2019, as amended by the First Amendment dated as of ________, 2020 (as so amended and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Dominion Energy, Inc., Virginia Electric and Power Company, Questar Gas Company, Dominon Energy South Carolina, Inc., the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents party thereto. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The undersigned officer of the Borrower hereby certifies that [he/she] is the [Chief Financial Officer][Treasurer] of the Borrower, and that as such [he/she] is authorized to execute this certificate required to be furnished pursuant to subsection 8.1(c) of the Credit Agreement, and further certifies that:

(a)

Attached hereto is a copy of the financial statements of the Borrower required to be delivered pursuant to Section 8.1(a) or 8.1(b) of the Credit Agreement.

(b)

The financial statements attached hereto are complete and correct in all material respects and were prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein.

(c)

The undersigned has no knowledge of any Default or Event of Default.

(d)

The Borrower has complied with the financial covenants set forth in Section 8.11 of the Credit Agreement, as supported by the following calculation (all amounts are as of [insert date]):

IN WITNESS WHEREOF, I have hereunto set my hand as of the date first above written.

By:__________________________
Name:
Title:

Exhibit 12.3

FORM OF ASSIGNMENT AGREEMENT

Reference is made to the Fourth Amended and Restated Revolving Credit Agreement, dated as of March 22, 2019, as amended by the First Amendment dated as of ________, 2020 (as so amended and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Dominion Energy, Inc., Virginia Electric and Power Company, Questar Gas Company, Dominon Energy South Carolina, Inc., the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents party thereto. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. This Assignment Agreement, between the Assignor (as set forth on Schedule 1 hereto and made a part hereof) and the Assignee (as set forth on Schedule 1 hereto and made a part hereof) is dated as of the Effective Date (as set forth on Schedule 1 hereto and made a part hereof, the “Effective Date”).

1.The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date, a [___]% interest (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Credit Agreement respecting those credit facilities contained in the Credit Agreement as are set forth on Schedule 1 (the “Assigned Facilities”), in a principal amount for each Assigned Facility as set forth on Schedule 1; provided, however, it is expressly understood and agreed that (i) the Assignor is not assigning to the Assignee and the Assignor shall retain (A) all of the Assignor’s rights under subsection 4.3 of the Credit Agreement with respect to any cost, reduction or payment incurred or made prior to the Effective Date, including, without limitation, the rights to indemnification and to reimbursement for taxes, costs and expenses and (B) any and all amounts paid to the Assignor prior to the Effective Date and (ii) both Assignor and Assignee shall be entitled to the benefits of subsection 12.5 of the Credit Agreement.

2.The Assignor (i) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Credit Document or any other instrument or document furnished pursuant thereto, other than that it has not created any adverse claim upon the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers, any of their subsidiaries or any other obligor or the performance or observance by the Borrowers, any of their subsidiaries or any other obligor of any of their respective obligations under the Credit Agreement or any other Credit Document or any other instrument or document furnished pursuant hereto or thereto; and (iii) attaches the Revolving Loan Note held by it evidencing the Assigned Facilities and requests that the Administrative Agent exchange such Revolving Loan Note for a new Revolving Loan Note payable to the Assignor (if the Assignor has retained any interest in the Assigned

Facility) and a new Revolving Loan Note payable to the Assignee in the respective amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Effective Date).

3.The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment Agreement; (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements delivered pursuant to Section 8.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement; (iii) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other person which has become a Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; (v) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 4.4(d) of the Credit Agreement to deliver the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee’s exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Credit Agreement, or such other documents as are necessary to indicate that all such payments are subject to such tax at a rate reduced by an applicable tax treaty and (vi) represents and warrants that it does not bear a relationship to any Borrower described in Section 108(e)(4) of the Code (provided that such representation shall not be required where the Administrative Agent has been made aware of such relationship existing between the assignee and the Borrower and has given its consent to such assignment pursuant to Section 12.3(b)(vii) of the Credit Agreement).

4.Following the execution of this Assignment Agreement, it will be delivered to the Administrative Agent for acceptance by it and recording by the Administrative Agent pursuant to subsection 12.3(b) of the Credit Agreement, effective as of the Effective Date (which shall not, unless otherwise agreed to by the Administrative Agent, be earlier than five Business Days after the date of acceptance and recording by the Administrative Agent of the executed Assignment Agreement).

5.Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to the Effective Date and to the Assignee for amounts which have accrued subsequent to the Effective Date.

6.From and after the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment Agreement, have the rights and obligations of a Lender thereunder and under the other Credit Documents and shall be bound by the provisions thereof and (ii) the Assignor shall, to the extent provided in this Assignment Agreement, relinquish its rights and be released from its obligations under the Credit Agreement.

7.This Assignment Agreement shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be executed by their respective duly authorized officers on Schedule 1 hereto.

Schedule 1 to Assignment Agreement


Name of Assignor: Name of Assignee: Effective Date of Assignment:
Revolving Loans		Principal Amount Assigned	Commitment Percentage Assigned (to at least fifteen decimals) (shown as a percentage of aggregate principal amount of all Lenders)

[Name of Assignee]
By:
	Name: Title:

		[Name of Assignor]
		By:
			Name: Title:

Accepted and Consented to:		Accepted and Consented to:
JPMORGAN CHASE BANK, N.A., as Administrative Agent		[__________] as Issuing Lender
By:		By: ____________________
	Name: Title:	Name: Title:
		Accepted and Consented to:
		[___________] as Issuing Lender
		By: ____________________
		Name: Title:

Consented To: DOMINION ENERGY, INC., as Borrower
By:
	Name: Title:
VIRGINIA ELECTRIC AND POWER COMPANY, as Borrower
By:
	Name: Title:
QUESTAR GAS COMPANY, as Borrower
By:
	Name: Title:
Dominon Energy South Carolina, Inc., as Borrower
By:
	Name: Title:

By:

Exhibit 10.2

DOMINION ENERGY, INC.

RESTRICTED STOCK AWARD AGREEMENT – SPECIAL RETENTION GRANT

PARTICIPANT

Diane Leopold

DATE OF GRANT

October 1, 2020

NUMBER OF SHARES OF RESTRICTED STOCK GRANTED

38,173

PERSONNEL NUMBER

«#####»

VESTING SCHEDULE

Vesting Date Percentage

October 1, 2021 33.33%

October 1, 2022 66.67%

October 1, 2023 100%

THIS AGREEMENT, effective as of the Date of Grant shown above, between Dominion Energy, Inc., a Virginia corporation (the “Company”) and the Participant named above is made pursuant and subject to the provisions of the Dominion Energy, Inc. 2014 Incentive Compensation Plan and any amendments thereto (the “Plan”). All terms used in this Agreement that are defined in the Plan have the same meaning given to such terms in the Plan.

Award of Stock. Pursuant to the Plan, the Number of Shares of Restricted Stock Granted shown above (the “Restricted Stock”) were awarded to the Participant on the Date of Grant shown above, subject to the terms and conditions of the Plan, and subject further to the terms and conditions set forth in this Agreement.

Vesting. Except as provided in Sections 3, 4, 5 or 6, one-third (1/3) of the shares of Restricted Stock awarded under this Agreement will vest on each of the Vesting Dates shown above.

Forfeiture. Except as provided in Sections 4 or 5, the Participant will forfeit any and all rights in the Restricted Stock if the Participant’s employment with the Company or a Dominion Company terminates for any reason prior to the final Vesting Date.

Death, Disability, Retirement or Involuntary Termination without Cause. Except as provided in Section 5, if the Participant terminates employment due to death, Disability, or Retirement (as such term is defined in Section 8(e)) before the final Vesting Date or if the Participant’s employment is involuntarily terminated by the Company or a Dominion Company without Cause (as defined in the Employment Continuity Agreement between the Participant and the Company) before the final Vesting Date, the Participant will become vested in a number of shares of Restricted Stock determined by (A) minus (B), where (A) equals the number of shares of Restricted Stock awarded under this Agreement multiplied by a fraction, the numerator of which is the number of whole months from the Date of Grant to

the first day of the month coinciding with or immediately following the date of the Participant’s termination of employment, and the denominator of which is the number of whole months from the Date of Grant to the final Vesting Date, rounded down to the nearest whole share, and (B) equals the number of shares of Restricted Stock, if any, which have vested prior to the date of such termination of employment. If the Participant Retires, however, the Participant’s Restricted Stock will not vest if the Company’s Chief Executive Officer in his sole discretion (or, if the Participant is the Company’s Chief Executive Officer, the Committee in its sole discretion) determines that the Participant’s Retirement is detrimental to the Company. The vesting will occur on the date of the Participant’s termination of employment due to death, Disability, Retirement, or termination by the Company without Cause. Any shares of Restricted Stock that do not vest in accordance with this Section 4 will be forfeited.

Change of Control. Upon a Change of Control prior to the Vesting Date, provided the Participant has remained continuously employed with the Company or a Dominion Company from the Date of Grant to the date of the Change of Control, the Participant’s rights in the Restricted Stock will become vested as follows:

A portion of the Restricted Stock will be immediately vested equal to (A) minus (B), where (A) equals the number of shares of Restricted Stock awarded under this Agreement multiplied by a fraction, the numerator of which is the number of whole months from the Date of Grant to the Change of Control date, and the denominator of which is the number of whole months from the Date of Grant to the final Vesting Date, rounded down to the nearest whole share, and (B) equals the number of shares of Restricted Stock, if any, which have vested on an applicable Vesting Date prior to the date of the Change in Control.

Unless previously forfeited, the remaining shares of Restricted Stock will become vested after a Change of Control at the earliest of the following events and in accordance with the terms described in subsections (i) through (iii) below:

(i)

Vesting Date. The remaining shares of Restricted Stock will become vested on the applicable Vesting Date following the date of the Change in Control as follows: (1) the number of remaining shares of Restricted Stock that will vest on the first Vesting Date following the date of the Change of Control will equal (A) minus (B), where (A) one-third (1/3) of the number of shares of Restricted Stock granted under this Agreement and (B) equals the number of shares of Restricted Stock that vested pursuant to Section 5(a) above; and (2) the number of remaining shares of Restricted Stock that will vest on any subsequent Vesting Date will

equal one third (1/3) of the shares of Restricted Stock granted hereunder.

(ii)

Death, Disability or Retirement. If the Participant terminates employment due to death, Disability or Retirement (as defined in Section 8(e)) before the final Vesting Date, the Participant will become vested in a number of shares of Restricted Stock equal to (A) minus (B), where (A) equals the remaining shares of Restricted Stock multiplied by a fraction, the numerator of which is the number of whole months from the first day of the month in which the Change of Control occurs to the first day of the month coinciding with or immediately following the Participant’s termination of employment, and the denominator of which is the number of whole months from the first day of the month in which the Change of Control occurs to the Vesting Date, rounded down to the nearest whole share, and (B) equals the number of remaining shares of Restricted Stock, if any, that have vested on an applicable Vesting Date after the date of the Change of Control. If the Participant Retires, however, the Participant’s Restricted Stock will not vest if the Company’s Chief Executive Officer in his sole discretion (or, if the Participant is the Company’s Chief Executive Officer, the Committee in its sole discretion) determines that the Participant’s Retirement is detrimental to the Company. The vesting will occur on the date of the Participant’s termination of employment due to death, Disability, or Retirement. Any shares of the Restricted Stock that do not vest in accordance with the terms of this subsection (ii) will be forfeited.

(iii)

Involuntary Termination without Cause. All remaining shares of Restricted Stock will become vested upon the Participant’s involuntary termination by the Company or a Dominion Company without Cause before the final Vesting Date, or upon the Participant’s Constructive Termination before the final Vesting Date, as such terms are defined by the Employment Continuity Agreement between the Participant and the Company.

Termination for Cause. Notwithstanding any provision of this Agreement to the contrary, if the Participant’s employment with the Company or a Dominion Company is terminated for Cause (as defined by the Employment Continuity Agreement between the Participant and the Company), the Participant will forfeit all Restricted Stock shares awarded pursuant to this Agreement.

Clawback of Award Payment.

Restatement of Financial Statements. If the Company’s financial statements are required to be restated at any time within a two (2) year period following the Vesting Date as a result of fraud or intentional misconduct, the Committee may, in its discretion, based on the facts and circumstances surrounding the restatement, direct the Company to withhold issuance of all or a portion of the shares granted pursuant to this Agreement, or if shares have been issued, to recover all or a portion of the shares from the Participant if the Participant’s conduct directly caused or partially caused the need for the restatement.

Fraudulent or Intentional Misconduct. If the Company determines that the Participant has engaged in fraudulent or intentional misconduct related to or materially affecting the Company’s business operations or the Participant’s duties at the Company, the Committee may, in its discretion, based on the facts and circumstances surrounding the misconduct, direct the Company to withhold issuance of all or a portion of the shares granted pursuant to this Agreement, or if shares have been issued, to recover all or a portion of the shares from the Participant.

Recovery of Payout. The Company reserves the right to recover a Restricted Stock Award payout pursuant to this Section 7 by (i) seeking recovery of the vested shares from the Participant; (ii) reducing the amount that would otherwise be payable to the Participant under another Company benefit plan or compensation program to the extent permitted by applicable law; (iii) withholding future annual and long-term incentive awards or salary increases; or (iv) taking any combination of these actions.

No Limitation on Remedies. The Company’s right to recover Restricted Stock or issued shares pursuant to this Section 7 shall be in addition to, and not in lieu of, actions the Company may take to remedy or discipline a Participant’s misconduct including, but not limited to, termination of employment or initiation of a legal action for breach of fiduciary duty.

Subject to Future Rulemaking. The Restricted Stock granted under this Agreement is subject to any claw back policies the Company may adopt in order to conform to the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and resulting rules issued by the Securities and Exchange Commission or national securities exchanges thereunder and that the Company determines should apply to said Restricted Stock.

Terms and Conditions.

Nontransferability. Except as provided in Sections 4 and 5, the shares of Restricted Stock are not transferable and are subject to a substantial risk of forfeiture until the Vesting Date.

Uncertificated Shares; Power of Attorney. The Company may issue the Restricted Shares in uncertificated form. Such uncertificated shares shall be credited to a book entry account maintained by the Company (or its transfer agent) on behalf of the Participant. As a condition of accepting this award, the Participant hereby irrevocably appoints Dominion Energy Services, Inc., or its successor, as the Participant’s attorney-in-fact, with full power of substitution, to transfer (or provide instructions to the Company’s transfer agent to transfer) such shares on the Company’s books.

Custody of Share Certificates; Stock Power. The Company will retain custody of any share certificates for the Restricted Stock that may be issued until such shares vest or are forfeited. If share certificates are issued, the Participant shall execute and deliver a stock power, endorsed in blank, to Dominion Energy Services, Inc., with respect to such shares.

Shareholder Rights. The Participant will have the right to receive dividends and will have the right to vote the shares of Restricted Stock awarded under Section 1, both vested and unvested.

Retirement. For purposes of this Agreement, the term Retire or Retirement means a voluntary termination of employment on a date when the Participant is eligible for early or normal retirement benefits under the terms of the Company Pension Plan (as defined below), or would be eligible if any crediting of deemed additional years of age or service applicable to the Participant under a supplemental retirement plan of the Company was applied under the Company Pension Plan, as in effect at the time of the determination, or, for a Participant who is not eligible to participate in a Company Pension Plan, a voluntary termination of employment on or after age 55, unless (in each case) the Company’s Chief Executive Officer in his sole discretion (or, if the Participant is the Company’s Chief Executive Officer, the Committee in its sole discretion) determines that the Participant’s retirement is detrimental to the Company. “Company Pension Plan” means the applicable pension plan of the Company or its subsidiaries, if any, in which the Participant is eligible to participate as of the Date of Grant, which may include either the Dominion Energy Pension Plan or the SCANA Corporation Retirement Plan or any successor thereto, but excluding the cash balance portion of any such plan.

Delivery of Shares.

(i)

Share Delivery. On or as soon as administratively feasible after the Vesting Date or the date on which the shares of Restricted Stock have become vested due to the occurrence of an event described in Section 4 or 5, the Company will remove (or provide instructions to its transfer agents to remove) the transfer restrictions described herein, and (if any share certificate has been issued) shall deliver to the Participant (or in the event of the Participant’s death, the Participant’s Beneficiary) any such certificates free of the transfer restrictions described herein. The Company will also cancel any stock power covering such shares.

(ii)

Withholding of Taxes. No Company Stock will be delivered until the Participant (or the Participant’s Beneficiary) has paid to the Company the amount that must be withheld under federal, state and local income and employment tax laws (the "Applicable Withholding Taxes") or the Participant and the Company have made satisfactory arrangements for the payment of such taxes. Unless the Participant makes an alternative election, the Company will retain the number of shares of Restricted Stock (valued at their Fair Market Value) required to satisfy the Applicable Withholding Taxes. As an alternative to the Company retaining shares, the Participant or the Participant’s Beneficiary may elect to (i) deliver Mature Shares (valued at their Fair Market Value) or (ii) make a cash payment to satisfy Applicable Withholding Taxes.

Fractional Shares. Fractional shares of Company Stock will not be issued.

No Right to Continued Employment. This Agreement does not confer upon the Participant any right with respect to continuance of employment by the Company or a Dominion Company, nor shall it interfere in any way with the right of the Company or a Dominion Company to terminate the Participant's employment at any time.

Change in Capital Structure. The number and fair market value of shares of Restricted Stock awarded by this Agreement shall be automatically adjusted as provided in Section 18(a) of the Plan if the Company has a change in capital structure.

Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Virginia, other than its choice of law provisions.

Conflicts. In the event of any conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall govern.

Participant Bound by Plan. By accepting this Agreement, Participant hereby acknowledges receipt of a copy of the prospectus and Plan document accessible on the Company Intranet and agrees to be bound by all the terms and provisions thereof.

Binding Effect. This Agreement shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of the Participant and any successors of the Company.

Exhibit 31.a

I, Robert M. Blue, certify that:

1.	I have reviewed this report on Form 10-Q of Dominion Energy, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 6, 2020	/s/ Robert M. Blue
	Robert M. Blue President and Chief Executive Officer

Exhibit 31.b

I, James R. Chapman, certify that:

1.	I have reviewed this report on Form 10-Q of Dominion Energy, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 6, 2020	/s/ James R. Chapman
	James R. Chapman Executive Vice President, Chief Financial Officer and Treasurer

Exhibit 31.c

I, Robert M. Blue, certify that:

1.	I have reviewed this report on Form 10-Q of Virginia Electric and Power Company;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 6, 2020	/s/ Robert M. Blue
	Robert M. Blue Chief Executive Officer

Exhibit 31.d

I, James R. Chapman, certify that:

1.	I have reviewed this report on Form 10-Q of Virginia Electric and Power Company;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 6, 2020

/s/ James R. Chapman

James R. Chapman

Executive Vice President,
Chief Financial Officer and Treasurer

Exhibit 32.a

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Dominion Energy, Inc. (the “Company”), certify that:

1.	the Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 (the “Report”), of the Company to which this certification is an exhibit fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)).

2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of September 30, 2020, and for the period then ended.

/s/ Robert M. Blue

Robert M. Blue

President and Chief Executive Officer

November 6, 2020

/s/ James R. Chapman

James R. Chapman

Executive Vice President,

Chief Financial Officer and Treasurer

November 6, 2020

Exhibit 32.b

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Virginia Electric and Power Company (the “Company”), certify that:

1.	the Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 (the “Report”), of the Company to which this certification is an exhibit fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)).

2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of September 30, 2020, and for the period then ended.

/s/ Robert M. Blue

Robert M. Blue

Chief Executive Officer

November 6, 2020

/s/ James R. Chapman

James R. Chapman

Executive Vice President,

Chief Financial Officer and Treasurer

November 6, 2020

Exhibit 99

DOMINION ENERGY, INC.

CONDENSED CONSOLIDATED EARNINGS STATEMENT

(Unaudited)


	Twelve Months Ended September 30, 2020
(millions, except per share amounts)
Operating Revenue	$ 14,546

Operating Expenses	12,411

Income from operations	2,135

Other income	612

Interest and related charges	1,489

Income from continuing operations including noncontrolling interest before income tax expense	1,258

Income tax expense (benefit)	(75)

Net income from continuing operations including noncontrolling interest	1,333

Net income (loss) from discontinued operations including noncontrolling interest	(1,563)

Net income (loss) including noncontrolling interests	(230)
Noncontrolling interests	(156)

Net Income (Loss) Attributable to Dominion Energy	$ (74)

Amounts attributable to Dominion Energy
Net income (loss) from continuing operations	$ 1,591
Net income (loss) from discontinued operations	(1,665)
Net income (loss) attributable to Dominion Energy	$ (74)

EPS - Basic
Net income (loss) from continuing operations	$ 1.84
Net income (loss) from discontinued operations	(2.00)
Net income (loss) attributable to Dominion Energy	$ (0.16)

EPS - Diluted
Net income (loss) from continuing operations	$ 1.81
Net income (loss) from discontinued operations	(2.00)
Net income (loss) attributable to Dominion Energy	$ (0.19)

VIRGINIA ELECTRIC AND POWER COMPANY

CONDENSED CONSOLIDATED EARNINGS STATEMENT

(Unaudited)


	Twelve Months Ended September 30, 2020
(millions)
Operating Revenue	$7,924

Operating Expenses	6,076

Income from operations	1,848

Other income	64

Interest and related charges	514

Income before income tax expense	1,398

Income tax expense	286

Net Income	$1,112