DOMINION ENERGY, INC (Form: 10-Q, Received: 11/05/2021 14:58:53)

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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, 2021

☐	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
	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 29, 2021, the latest practicable date for determination, Dominion Energy, Inc. had 809,908,408 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	83
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	99
Item 4.	Controls and Procedures	100

	PART II. Other Information

Item 1.	Legal Proceedings	101
Item 1A.	Risk Factors	101
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	102
Item 5.	Other Information	102
Item 6.	Exhibits	103

GLOSSARY OF TERMS

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

Abbreviation or Acronym		Definition
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
2021 Triennial Review		Virginia Commission review of Virginia Power’s earned return on base rate generation and distribution services for the four successive 12-month test periods beginning January 1, 2017 and ending December 31, 2020
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.
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
bcf		Billion cubic feet
Birdseye		Birdseye Renewable Energy, LLC
Bear Garden		A 590 MW combined-cycle, natural gas-fired power station in Buckingham County, Virginia
BHE		The legal entity, Berkshire Hathaway Energy Company, one or more of its consolidated subsidiaries (including Dominion Energy Gas, Dominion Energy Midstream and Cove Point effective November 1, 2020), or the entirety of Berkshire Hathaway Energy Company and its consolidated subsidiaries
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
CCR		Coal combustion residual
CCRO		Customer credit reinvestment offset
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
Clearway		The legal entity, Clearway Energy, Inc. (a subsidiary of Global Infrastructure Partners), one or more of its consolidated subsidiaries, or the entirety of Clearway Energy, Inc. and its consolidated subsidiaries
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		Cove Point LNG, LP (formerly known as Dominion Energy Cove Point LNG, LP)
CPCN		Certificate of Public Convenience and Necessity
CVOW Commercial Project		A proposed 2.6 GW wind generation facility 27 miles off the coast of Virginia Beach, Virginia in federal waters adjacent to the CVOW Pilot Project and associated interconnection facilities in and around Virginia Beach, Virginia
CVOW Pilot Project		A 12 MW wind generation facility 27 miles off the coast of Virginia Beach, Virginia in federal waters
CWA		Clean Water Act
DCP		The legal entity, CPMLP Holding Company, LLC (formerly known as Dominion Cove Point, LLC), one or more of its consolidated subsidiaries (including Dominion Energy Midstream), or the entirety of CPMLP Holding Company, LLC and its consolidated subsidiaries
DECGS		Carolina Gas Services, Inc. (formerly known as 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		Eastern Gas Transmission and Storage, Inc. (formerly known as Dominion Energy Transmission, Inc.)
DGI		Dominion Generation, Inc.
DGP		Eastern Gathering and Processing, Inc. (formerly known as Dominion Gathering and Processing, Inc.)
DMLPHCII		Eastern MLP Holding Company II, LLC (formerly known as 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, Northeast Midstream Partners, LP (formerly known as Dominion Energy Midstream Partners, LP), one or more of its consolidated subsidiaries, or the entirety of Northeast 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 Iroquois, Inc. (formerly known as Dominion Iroquois, Inc.), one or more of its consolidated subsidiaries, or the entirety of Iroquois, Inc. and its consolidated subsidiaries, which held 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
EnergySolutions		EnergySolutions, LLC
EPA		U.S. Environmental Protection Agency
EPS		Earnings per common share
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 Clearway
Fowler Ridge		Fowler I Holdings LLC, a wind-turbine facility in Benton County, Indiana
FTRs		Financial transmission rights
GAAP		U.S. generally accepted accounting principles
Gas Distribution		Gas Distribution operating segment
GENCO		South Carolina Generating Company, Inc.
GHG		Greenhouse gas
Granite Mountain		Granite Mountain Holdings, LLC, a limited liability company owned by Dominion Energy and Granite Mountain Renewables, LLC, a subsidiary of Clearway
Grassfield Solar		An approximate 20 MW utility-scale solar power station under development 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, Eastern Energy Field Services, Inc. (formerly known as Dominion Energy Field Services, Inc.) and Modular LNG Holdings, Inc. (formerly known as 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
Iron Springs		Iron Springs Holdings, LLC, a limited liability company owned by Dominion Energy and Iron Springs Renewables, LLC, a subsidiary of Clearway
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
July 2016 hybrids		Dominion Energy’s 2016 Series A Enhanced Junior Subordinated Notes due 2076
Kewaunee		Kewaunee nuclear power station

kV		Kilovolt
LIBOR		London Interbank Offered Rate
LNG		Liquefied natural gas
MD&A		Management’s Discussion and Analysis of Financial Condition and Results of Operations
MGD		Million gallons per 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
NAV		Net asset value
NND Project		V.C. Summer Units 2 and 3 nuclear development project under which DESC and Santee Cooper undertook to construct two Westinghouse AP1000 Advanced Passive Safety nuclear units in Jenkinsville, South Carolina
Norge Solar		An approximate 20 MW utility-scale solar power station under development in James City County, Virginia
North Anna		North Anna nuclear power station
North Carolina Commission		North Carolina Utilities Commission
NRC		U.S. Nuclear Regulatory Commission
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, LLC
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 Group		Collectively, Dominion Energy Questar Pipeline, DEQPS and QPC Holding Company, LLC (including its subsidiary Questar Southern Trails Pipeline Company)
Q-Pipe Transaction		A previously proposed sale by Dominion Energy to BHE of the Q-Pipe Group pursuant to a purchase and sale agreement entered into on October 5, 2020 and terminated on July 9, 2021
Questar Gas		Questar Gas Company, doing business as Dominion Energy Utah, Dominion Energy Wyoming and Dominion Energy Idaho
Regulation Act		Legislation effective July 1, 2007, that amended the Virginia Electric Utility Restructuring Act and fuel factor statute, which legislation is also known as the Virginia Electric Utility Regulation Act, as amended in 2015 and 2018
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 CCR		A rate adjustment clause associated with the recovery of costs related to the removal of CCR at certain power stations
Rider CE		A rate adjustment clause associated with the recovery of costs related to certain renewable generation facilities in Virginia
Rider D		A rate mechanism which allows PSNC to recover from customers all prudently incurred gas costs and certain uncollectible expenses as well as losses on negotiated gas and transportation sales.
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 RGGI		A rate adjustment clause associated with the recovery of costs related to the purchase of allowances through the RGGI market-based trading program for CO₂
Rider RPS		A rate adjustment clause associated with the recovery of costs related to the mandatory renewable portfolio standard program established by the VCEA
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, C3A and C4A		Rate adjustment clauses associated with the recovery of costs related to certain DSM programs approved in DSM cases
ROE		Return on equity
RTO		Regional transmission organization
Sadler Solar		A 100 MW 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

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
South Carolina Commission		Public Service Commission of South Carolina
Southwest Gas		The legal entity, Southwest Gas Holdings, Inc., one or more of its consolidated subsidiaries, or the entirety of Southwest Gas Holdings, Inc. and its consolidated subsidiaries
Spring Grove 1		A 98 MW 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		An approximate 42 MW utility-scale solar power station under development in Pittsylvania County, Virginia
Terra Nova Renewable Partners		The legal entity, Terra Nova Renewable Partners, LLC, a partnership comprised primarily of institutional investors advised by J.P. Morgan Asset Management-Global Real Assets, or one or more of its consolidated subsidiaries
Three Cedars		Granite Mountain and Iron Springs, collectively
UEX Rider		Uncollectible Expense Rider deployed by East Ohio
Utah Commission		Utah Public Service Commission
VCEA		Virginia Clean Economy Act of March 2020
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 Facilities		Proposed electric interconnection and transmission facilities in and around Virginia Beach, Virginia, comprising transmission facilities required to interconnect the CVOW Commercial Project reliably with the existing transmission system; including 3 miles of 230 kV offshore export circuits, 4 miles of underground 230 kV onshore export circuits, a new Harpers switching station, 14 miles of three new overhead 230 kV transmission circuits between a new Harpers switching station and the Fentress substation, rebuild eight miles of two existing 230 kV overhead lines and an expansion of the Fentress substation
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
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

Wisconsin Commission		Public Services Commission of Wisconsin
Woodland Solar		A 19 MW utility-scale solar power station in Isle of Wight County, Virginia
WP&L		Wisconsin Power and Light Company, a subsidiary of Alliant Energy Corporation
WPSC		Wisconsin Public Service Corporation, a subsidiary of WEC Energy Group
Wrangler		Wrangler Retail Gas Holdings, LLC, a partnership between Dominion Energy and Interstate Gas Supply, Inc.

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,
	2021			2020			2021		2020
(millions, except per share amounts)
Operating Revenue	$	3,176		$	3,607		$	10,084	$	10,651
Operating Expenses
Electric fuel and other energy-related purchases		703			594			1,740		1,758
Purchased electric capacity		26			23			62		36
Purchased gas		60			37			665		561
Other operations and maintenance		924			977			2,806		2,720
Depreciation, depletion and amortization		621			595			1,833		1,751
Other taxes		223			203			702		663
Impairment of assets and other charges (benefits)		(222	)		1,151			194		1,963
Total operating expenses		2,335			3,580			8,002		9,452
Income from operations		841			27			2,082		1,199
Earnings (loss) from equity method investees		69			(5	)		214		—
Other income		133			286			732		327
Interest and related charges		407			306			978		1,136
Income from continuing operations including noncontrolling interests before income tax expense (benefit)		636			2			2,050		390
Income tax expense (benefit)		35			(110	)		200		(123	)
Net Income From Continuing Operations Including Noncontrolling Interests		601			112			1,850		513
Net Income (Loss) From Discontinued Operations Including Noncontrolling Interests⁽¹⁾⁽²⁾		65			19			119		(1,753	)
Net Income (Loss) Including Noncontrolling Interests		666			131			1,969		(1,240	)
Noncontrolling Interests		12			(225	)		22		(157	)
Net Income (Loss) Attributable to Dominion Energy	$	654		$	356		$	1,947	$	(1,083	)
Amounts attributable to Dominion Energy
Net income from continuing operations	$	589		$	369		$	1,828	$	767
Net income (loss) from discontinued operations		65			(13	)		119		(1,850	)
Net income (loss) attributable to Dominion Energy	$	654		$	356		$	1,947	$	(1,083	)
EPS - Basic
Net income from continuing operations	$	0.71		$	0.42		$	2.20	$	0.86
Net income (loss) from discontinued operations		0.08			(0.01	)		0.15		(2.21	)
Net income (loss) attributable to Dominion Energy	$	0.79		$	0.41		$	2.35	$	(1.35	)
EPS - Diluted
Net income from continuing operations	$	0.71		$	0.42		$	2.20	$	0.83
Net income (loss) from discontinued operations		0.08			(0.01	)		0.15		(2.21	)
Net income (loss) attributable to Dominion Energy	$	0.79		$	0.41		$	2.35	$	(1.38	)

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

(2)	Includes income tax expense (benefit) of $(6) million and $(10) million for the three months ended September 30, 2021 and 2020, respectively, and $5 million and $(572) million for the nine months ended September 30, 2021 and 2020, 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,
	2021			2020			2021			2020
(millions)
Net income (loss) including noncontrolling interests	$	666		$	131		$	1,969		$	(1,240	)
Other comprehensive income (loss), net of taxes:
Net deferred gains (losses) on derivatives-hedging activities⁽¹⁾		(2	)		10			21			(254	)
Changes in unrealized net gains (losses) on investment securities⁽²⁾		4			4			(15	)		32
Changes in net unrecognized pension and other postretirement benefit costs⁽³⁾		(1	)		(261	)		5			(262	)
Amounts reclassified to net income (loss):
Net derivative (gains) losses-hedging activities⁽⁴⁾		10			188			35			215
Net realized (gains) losses on investment securities⁽⁵⁾		(3	)		(1	)		(5	)		(15	)
Net pension and other postretirement benefit costs⁽⁶⁾		19			23			63			60
Changes in other comprehensive income from equity method investees⁽⁷⁾		(3	)		1			(3	)		1
Total other comprehensive income (loss)		24			(36	)		101			(223	)
Comprehensive income (loss) including noncontrolling interests		690			95			2,070			(1,463	)
Comprehensive income (loss) attributable to noncontrolling interests		12			(225	)		22			(157	)
Comprehensive income (loss) attributable to Dominion Energy	$	678		$	320		$	2,048		$	(1,306	)

(1)	Net of $— million and $(4) million tax for the three months ended September 30, 2021 and 2020, respectively, and net of $(8) million and $85 million tax for nine months ended September 30, 2021 and 2020, respectively.

(2)	Net of $— million and $(2) million tax for the three months ended September 30, 2021 and 2020, respectively, and net of $8 million and $(12) million tax for the nine months ended September 30, 2021 and 2020, respectively.

(3)	Net of $(1) million and $91 million tax for the three months ended September 30, 2021 and 2020, respectively, and net of $(8) million and $94 million tax for the nine months ended September 30, 2021 and 2020, respectively.

(4)	Net of $(4) million and $(63) million tax for the three months ended September 30, 2021 and 2020, respectively, and net of $(12) million and $(72) million tax for the nine months ended September 30, 2021 and 2020, respectively.

(5)	Net of $1 million and $2 million tax for the three months ended September 30, 2021 and 2020, respectively, and net of $2 million and $6 million tax for the nine months ended September 30, 2021 and 2020, respectively.

(6)	Net of $(6) million and $(8) million tax for the three months ended September 30, 2021 and 2020, respectively, and net of $(22) million and $(21) million tax for the nine months ended September 30, 2021 and 2020, respectively.

(7)	Net of $1 million and $(1) million tax for the three months ended September 30, 2021 and 2020, respectively, and net of $1 million and $(1) million tax for the nine months ended September 30, 2021 and 2020, respectively.

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

DOMINION ENERGY, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30, 2021			December 31, 2020⁽¹⁾
(millions)
ASSETS
Current Assets
Cash and cash equivalents	$	180		$	172
Customer receivables (less allowance for doubtful accounts of $47 and $42)		1,853			2,295
Other receivables (less allowance for doubtful accounts of $4 and $3)		206			212
Inventories		1,593			1,550
Margin deposit assets		553			19
Prepayments		426			309
Regulatory assets		1,193			699
Other		255			148
Current assets held for sale		3,039			1,482
Total current assets		9,298			6,886
Investments
Nuclear decommissioning trust funds		7,506			6,900
Investment in equity method affiliates		2,920			2,934
Other		391			404
Total investments		10,817			10,238
Property, Plant and Equipment
Property, plant and equipment		84,738			82,959
Accumulated depreciation, depletion and amortization		(26,352	)		(25,111	)
Total property, plant and equipment, net		58,386			57,848
Deferred Charges and Other Assets
Goodwill		7,405			7,381
Regulatory assets		9,213			9,133
Other		4,685			4,419
Total deferred charges and other assets		21,303			20,933
Total assets	$	99,804		$	95,905

(1)	Dominion Energy’s Consolidated Balance Sheet at December 31, 2020 has been derived from the audited Consolidated Balance Sheet at that date.

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

DOMINION ENERGY, INC.

CONSOLIDATED BALANCE SHEETS—(Continued)

(Unaudited)

	September 30, 2021			December 31, 2020⁽¹⁾
(millions)
LIABILITIES AND EQUITY
Current Liabilities
Securities due within one year	$	2,845		$	1,937
Supplemental 364-Day credit facility borrowings		—			225
Short-term debt		3,885			895
Accounts payable		851			944
Accrued interest, payroll and taxes		1,185			1,133
Derivative liabilities		729			412
Regulatory liabilities		1,059			809
Liability to Atlantic Coast Pipeline		112			1,052
Q-Pipe Transaction deposit		—			1,290
Other⁽²⁾		1,507			1,521
Current liabilities held for sale		1,050			625
Total current liabilities		13,223			10,843
Long-Term Debt
Long-term debt		31,641			30,915
Junior subordinated notes		1,385			2,161
Supplemental credit facility borrowings		900			—
Other		849			881
Total long-term debt		34,775			33,957
Deferred Credits and Other Liabilities
Deferred income taxes and investment tax credits		6,313			5,953
Regulatory liabilities		10,346			10,187
Other		7,915			8,504
Total deferred credits and other liabilities		24,574			24,644
Total liabilities		72,572			69,444
Commitments and Contingencies (see Note 17)
Equity
Preferred stock (see Note 16)		2,387			2,387
Common stock – no par⁽³⁾		21,573			21,258
Retained earnings		4,562			4,189
Accumulated other comprehensive loss		(1,616	)		(1,717	)
Total shareholders' equity		26,906			26,117
Noncontrolling interests		326			344
Total equity		27,232			26,461
Total liabilities and equity	$	99,804		$	95,905

(1)	Dominion Energy’s Consolidated Balance Sheet at December 31, 2020 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; 810 million and 806 million shares outstanding at September 30, 2021 and December 31, 2020, 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, 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 (see Note 16)												(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


June 30, 2021		2	$	2,387		807		$	21,369		$	4,434		$	(1,640	)	$	26,550		$	334		$	26,884
Net income including noncontrolling interests												654						654			12			666
Issuance of stock						3			195									195						195
Stock awards (net of change in unearned compensation)									9									9						9
Preferred stock dividends (see Note 16)												(16	)					(16	)					(16	)
Common stock dividends ($0.630 per share) and distributions												(510	)					(510	)		(19	)		(529	)
Other comprehensive income, net of tax															24			24						24
Other																		—			(1	)		(1	)
September 30, 2021		2	$	2,387		810		$	21,573		$	4,562		$	(1,616	)	$	26,906		$	326		$	27,232

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, 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 (see Note 16)												(48	)					(48	)					(48	)
Common stock dividends ($2.820 per common 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


December 31, 2020		2	$	2,387		806		$	21,258		$	4,189		$	(1,717	)	$	26,117		$	344		$	26,461
Net income including noncontrolling interests												1,947						1,947			22			1,969
Issuance of stock						4			292									292						292
Stock awards (net of change in unearned compensation)									24									24						24
Preferred stock dividends (see Note 16)												(48	)					(48	)					(48	)
Common stock dividends ($1.890 per share) and distributions												(1,526	)					(1,526	)		(40	)		(1,566	)
Other comprehensive income, net of tax															101			101						101
Other									(1	)								(1	)					(1	)
September 30, 2021		2	$	2,387		810		$	21,573		$	4,562		$	(1,616	)	$	26,906		$	326		$	27,232

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,	2021			2020
(millions)
Operating Activities
Net income (loss) including noncontrolling interests	$	1,969		$	(1,240	)
Adjustments to reconcile net income (loss) including noncontrolling interests to net cash provided by operating activities:
Depreciation, depletion and amortization (including nuclear fuel)		2,058			2,178
Deferred income taxes and investment tax credits		199			(380	)
Provision for refunds to electric utility customers		350			—
Impairment of assets and other charges (benefits)		194			2,207
Loss from investment in Atlantic Coast Pipeline		19			2,376
Net gains on nuclear decommissioning trust funds and other investments		(370	)		(101	)
Other adjustments		254			138
Changes in:
Accounts receivable		207			237
Inventories		(45	)		29
Deferred fuel and purchased gas costs, net		(531	)		206
Prepayments		(121	)		(292	)
Accounts payable		(29	)		(186	)
Accrued interest, payroll and taxes		51			(113	)
Customer deposits		(19	)		(9	)
Margin deposit assets and liabilities		(539	)		3
Net realized and unrealized changes related to derivative activities		432			285
Pension and other postretirement benefits		(103	)		(170	)
Other operating assets and liabilities		(441	)		(358	)
Net cash provided by operating activities		3,535			4,810
Investing Activities
Plant construction and other property additions (including nuclear fuel)		(4,142	)		(4,409	)
Acquisition of solar development projects		(87	)		(245	)
Proceeds from sales of securities		3,324			2,868
Purchases of securities		(3,288	)		(2,948	)
Repayment of Q-Pipe Transaction deposit		(1,265	)		—
Contributions to equity method affiliates		(1,006	)		(92	)
Acquisition of equity method investments		—			(178	)
Other		(143	)		144
Net cash used in investing activities		(6,607	)		(4,860	)
Financing Activities
Issuance of short-term debt, net		2,990			1,417
Issuance of short-term notes		1,265			1,125
Repayment of short-term notes		—			(625	)
Supplemental 364-Day credit facility borrowings		—			225
Repayment of supplemental 364-day credit facility borrowings		(225	)		—
Issuance of long-term debt		2,500			5,677
Repayment of long-term debt, including redemption premiums		(2,708	)		(2,546	)
Supplemental credit facility borrowings		900			—
Issuance of common stock		144			159
Repurchase of common stock		—			(2,385	)
Common dividend payments		(1,526	)		(2,362	)
Other		(248	)		(346	)
Net cash provided by financing activities		3,092			339
Increase in cash, restricted cash and equivalents		20			289
Cash, restricted cash and equivalents at beginning of period		247			269
Cash, restricted cash and equivalents at end of period	$	267		$	558

See Note 2 for disclosure of supplemental cash flow information.

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,
	2021			2020		2021			2020
(millions)
Operating Revenue⁽¹⁾	$	1,976		$	2,248	$	5,547		$	5,983
Operating Expenses
Electric fuel and other energy-related purchases⁽¹⁾		515			424		1,270			1,282
Purchased (excess) electric capacity		15			3		16			(14	)
Other operations and maintenance:
Affiliated suppliers		77			69		242			236
Other		393			456		1,140			1,083
Depreciation and amortization		343			324		990			942
Other taxes		86			85		262			257
Impairment of assets and other charges (benefits)		(230	)		200		(269	)		1,008
Total operating expenses		1,199			1,561		3,651			4,794
Income from operations		777			687		1,896			1,189
Other income		21			34		93			34
Interest and related charges⁽¹⁾		136			135		400			398
Income before income tax expense		662			586		1,589			825
Income tax expense		106			111		245			140
Net Income	$	556		$	475	$	1,344		$	685

(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,
	2021			2020			2021			2020
(millions)
Net income	$	556		$	475		$	1,344		$	685
Other comprehensive income (loss), net of taxes:
Net deferred gains (losses) on derivatives-hedging activities⁽¹⁾		(2	)		5			18			(39	)
Changes in unrealized net gains (losses) on nuclear decommissioning trust funds⁽²⁾		—			—			(2	)		4
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	)		(1	)		(1	)		(2	)
Total other comprehensive income (loss)		(3	)		5			16			(36	)
Comprehensive income	$	553		$	480		$	1,360		$	649

(1)	Net of $— million and $(1) million tax for the three months ended September 30, 2021 and 2020, respectively, and net of $(6) million and $14 million tax for the nine months ended September 30, 2021 and 2020, respectively.

(2)	Net of $— million and $(1) million tax for the three months ended September 30, 2021 and 2020, respectively, and net of $— million and $(2) million tax for the nine months ended September 30, 2021 and 2020, respectively.

(3)	Net of $(1) million and $— million tax for the three months ended September 30, 2021 and 2020, respectively, and net of $(1) million and $(1) million tax for the nine months ended September 30, 2021 and 2020, respectively.

(4)	Net of $— million and $— million tax for the three months ended September 30, 2021 and 2020, respectively and net of $— million and $1 million tax for the nine months ended September 30, 2021 and 2020, 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, 2021			December 31, 2020⁽¹⁾
(millions)
ASSETS
Current Assets
Cash and cash equivalents	$	38		$	35
Customer receivables (less allowance for doubtful accounts of $32 and $23)		1,207			1,315
Other receivables (less allowance for doubtful accounts of $2 at both dates)		58			91
Affiliated receivables		2			5
Inventories (average cost method)		826			862
Regulatory assets		690			295
Other⁽²⁾		280			59
Total current assets		3,101			2,662
Investments
Nuclear decommissioning trust funds		3,507			3,197
Other		4			3
Total investments		3,511			3,200
Property, Plant and Equipment
Property, plant and equipment		48,795			46,736
Accumulated depreciation and amortization		(14,919	)		(14,167	)
Total property, plant and equipment, net		33,876			32,569
Deferred Charges and Other Assets
Regulatory assets		3,941			3,509
Other⁽²⁾		1,974			1,714
Total deferred charges and other assets		5,915			5,223
Total assets	$	46,403		$	43,654

(1)	Virginia Power’s Consolidated Balance Sheet at December 31, 2020 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, 2021			December 31, 2020⁽¹⁾
(millions)
LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities
Securities due within one year	$	761		$	8
Short-term debt		896			45
Accounts payable		393			332
Payables to affiliates		139			266
Affiliated current borrowings		310			380
Accrued interest, payroll and taxes		374			253
Regulatory liabilities		685			425
Derivative liabilities⁽²⁾		389			390
Other		703			728
Total current liabilities		4,650			2,827
Long-Term Debt
Long-term debt		12,462			13,207
Other		495			480
Total long-term debt		12,957			13,687
Deferred Credits and Other Liabilities
Deferred income taxes and investment tax credits		3,028			2,779
Asset retirement obligations		3,699			3,654
Regulatory liabilities		5,560			5,338
Other⁽²⁾		892			812
Total deferred credits and other liabilities		13,179			12,583
Total liabilities		30,786			29,097
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		8,802			7,758
Accumulated other comprehensive loss		(36	)		(52	)
Total common shareholder’s equity		15,617			14,557
Total liabilities and shareholder’s equity	$	46,403		$	43,654

(1)	Virginia Power’s Consolidated Balance Sheet at December 31, 2020 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, 2021 and December 31, 2020.

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, 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

June 30, 2021		275	$	5,738	$	1,113	$	8,246		$	(33	)	$	15,064
Net income								556						556
Other comprehensive loss, net of tax											(3	)	$	(3	)
September 30, 2021		275	$	5,738	$	1,113	$	8,802		$	(36	)	$	15,617

YEAR-TO-DATE

	Common Stock
	Shares		Amount		Other Paid-In Capital		Retained Earnings			AOCI			Total
(millions, except for shares)	(thousands)
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

December 31, 2020		275	$	5,738	$	1,113	$	7,758		$	(52	)	$	14,557
Net income								1,344						1,344
Dividends								(300	)					(300	)
Other comprehensive income, net of tax											16			16
September 30, 2021		275	$	5,738	$	1,113	$	8,802		$	(36	)	$	15,617

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,	2021			2020
(millions)
Operating Activities
Net income	$	1,344		$	685
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including nuclear fuel)		1,109			1,068
Deferred income taxes and investment tax credits		198			(259	)
Impairment of assets and other charges (benefits)		(269	)		1,004
Provision for refunds to customers		350			—
Other adjustments		81			11
Changes in:
Accounts receivable		(98	)		(186	)
Affiliated receivables and payables		(123	)		144
Inventories		36			46
Prepayments		(5	)		1
Deferred fuel expenses, net		(396	)		144
Accounts payable		66			(1	)
Accrued interest, payroll and taxes		121			81
Margin deposit assets and liabilities		(121	)		—
Net realized and unrealized changes related to derivative activities		8			(18	)
Asset retirement obligations		16			51
Pension and other postretirement benefits		6			(273	)
Other operating assets and liabilities		(83	)		67
Net cash provided by operating activities		2,240			2,565
Investing Activities
Plant construction and other property additions		(2,525	)		(2,301	)
Purchases of nuclear fuel		(73	)		(170	)
Acquisition of solar development projects		(61	)		(26	)
Proceeds from sales of securities		1,465			694
Purchases of securities		(1,470	)		(729	)
Other		(45	)		33
Net cash used in investing activities		(2,709	)		(2,499	)
Financing Activities
Issuance of short-term debt, net		851			179
Issuance (repayment) of affiliated current borrowings, net		(70	)		123
Issuance of long-term debt, net		—			427
Repayment of long-term debt, net		—			(427	)
Common dividend payments to parent		(300	)		(323	)
Other		(8	)		(6	)
Net cash provided by (used in) financing activities		473			(27	)
Increase in cash, restricted cash and equivalents		4			39
Cash, restricted cash and equivalents at beginning of period		35			24
Cash, restricted cash and equivalents at end of period	$	39		$	63

See Note 2 for disclosure of supplemental cash flow information.

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 distributors 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., nonregulated electric generation and, following completion of the GT&S Transaction in November 2020, a noncontrolling interest in Cove Point. 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 expected sale of Dominion Energy’s remaining regulated gas transmission and storage services in the Rocky Mountain region of the U.S. to Southwest Gas.

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, 2020.

In the Companies’ opinion, the accompanying unaudited Consolidated Financial Statements contain all adjustments necessary to present fairly their financial position at September 30, 2021, their results of operations and changes in equity for the three and nine months ended September 30, 2021 and 2020 and their cash flows for the nine months ended September 30, 2021 and 2020. 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, 2021, 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. Clearway’s ownership interest in Four Brothers and Three Cedars, Terra Nova Renewable Partners’ 33% interest in certain Dominion Energy nonregulated solar projects and Brookfield’s 25% interest in Cove Point (effective December 2019 until November 2020) are reflected as noncontrolling interest in Dominion Energy’s Consolidated Financial Statements. In August 2021, Dominion Energy entered into an agreement with Terra Nova Renewable Partners to sell its remaining controlling financial interest in certain nonregulated solar projects. Also in August 2021, Dominion Energy entered into an agreement with Clearway to sell its 50% voting interest in Four Brothers and Three Cedars. See Note 11 for more information.

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’ 2020 Consolidated Financial Statements and Notes have been reclassified to conform to the 2021 presentation for comparative purposes; however, such reclassifications did not affect the Companies’ net income, total assets, liabilities, equity or cash flows. Effective in the second quarter of 2021, the Companies updated their Statements of Cash Flows to present net charges for allowance for credit risk and write-offs of accounts receivables within other adjustments to reconcile net income to net cash provided by operating activities from the previous presentation within changes in accounts receivable. All prior period information has been conformed to this presentation, which does not result in a change to net cash provided by operating activities.

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, 2020, with the exception of the items described below.

Cash, Restricted Cash and Equivalents

Restricted Cash and Equivalents

The following table provides a reconciliation of the total cash, restricted cash and equivalents reported within the Companies’ Consolidated Balance Sheets to the corresponding amounts reported within the Companies’ Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020:

	Cash, Restricted Cash and Equivalents at End of Period				Cash, Restricted Cash and Equivalents at Beginning of Period
	September 30, 2021		September 30, 2020		December 31, 2020		December 31, 2019
(millions)
Dominion Energy
Cash and cash equivalents⁽¹⁾	$	195	$	462	$	179	$	166
Restricted cash and equivalents⁽²⁾⁽³⁾		72		96		68		103
Cash, restricted cash and equivalents shown in the Consolidated Statements of Cash Flows	$	267	$	558	$	247	$	269
Virginia Power
Cash and cash equivalents	$	38	$	62	$	35	$	17
Restricted cash and equivalents⁽³⁾		1		1		—		7
Cash, restricted cash and equivalents shown in the Consolidated Statements of Cash Flows	$	39	$	63	$	35	$	24

(1)	At September 30, 2021, September 30, 2020, December 31, 2020 and December 31, 2019, Dominion Energy had $15 million, $49 million, $7 million and $31 million of cash and cash equivalents included in current assets held for sale, respectively.

(2)	At September 30, 2021, September 30, 2020, December 31, 2020 and December 31, 2019, Dominion Energy had $22 million, $16 million, $3 million and $12 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.

Supplemental Cash Flow Information

The following table provides supplemental disclosure of cash flow information related to Dominion Energy:

	Nine Months Ended September 30,
	2021		2020
(millions)
Significant noncash investing and financing activities:⁽¹⁾
Accrued capital expenditures	$	374	$	461
Accrued contributions to equity method affiliates		—		15
Leases⁽²⁾		75		45

(1)	See Notes 16 and 17 for noncash financing activities related to derivative restructuring and the issuance of stock associated with the settlement of litigation and noncash investing activities related to property, plant and equipment conveyed to satisfy litigation, respectively.

(2)	Includes $34 million and $42 million of financing leases at September 30, 2021 and 2020, respectively, and $41 million and $3 million of operating leases at September 30, 2021 and 2020, respectively.

The following table provides supplemental disclosure of cash flow information related to Virginia Power:

	Nine Months Ended September 30,
	2021		2020
(millions)
Significant noncash investing and financing activities:⁽¹⁾
Accrued capital expenditures	$	238	$	234
Leases⁽²⁾		59		26

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

(2)	Includes $24 million and $26 million of financing leases at September 30, 2021 and 2020, respectively, and $35 million of operating leases at September 30, 2021.

Property, Plant and Equipment

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, 2020. In addition, see Note 13 for information on the proposed settlement of the 2021 Triennial Review.

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.

Asset Retirement Obligations

In the second quarter of 2021, Dominion Energy revised its estimated cash flow projections associated with the recovery of spent nuclear fuel costs for its AROs associated with the decommissioning of Kewaunee. As a result, Dominion Energy recorded a charge of $44 million ($35 million after-tax) within other operations and maintenance expense in its Consolidated Statements of Income.

In the third quarter of 2021, Dominion Energy revised its estimated cash flow projections associated with certain gas distribution pipeline AROs. As a result, Dominion Energy recorded a $252 million decrease to AROs with a corresponding $173 million decrease to property, plant and equipment, net and the remainder primarily recorded as an increase to regulatory liabilities.

Note 3. Acquisitions and Dispositions

Disposition of Gas Transmission & Storage Operations

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 the Q-Pipe Group 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 would sell the Q-Pipe Group 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 as discussed in Note 3 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

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 after closing, subsequently extended through June 2023 for certain services. In addition, BHE will provide certain administrative services to Dominion Energy. Dominion Energy recorded revenue of $5 million and $16 million associated with the transition service agreement in operating revenue in its Consolidated Statements of Income for the three and nine months ended September 30, 2021, respectively.

Also in November 2020, BHE provided a $1.3 billion deposit to Dominion Energy on the Q-Pipe Transaction. In July 2021, Dominion Energy and BHE mutually agreed to terminate the Q-Pipe Transaction as a result of ongoing uncertainty associated with receiving approval under the Hart-Scott-Rodino Act. Dominion Energy simultaneously announced its intention to pursue the divestiture of the Q-Pipe Group to an alternative buyer via competitive sales process with targeted closing, subject to applicable regulatory approval, by the end of 2021. Also in July 2021, Dominion Energy entered into an approximately $1.3 billion term loan credit agreement and borrowed the full amount available thereunder. The agreement matures in December 2021, which can be extended at Dominion Energy’s option to June 2022, and bears interest at a variable rate. The proceeds were utilized to repay the deposit received from BHE on the Q-Pipe Transaction. Upon completion of a sale of the Q-Pipe Group, Dominion Energy is required to utilize the net proceeds to repay any outstanding balances under the term loan agreement.

In October 2021, Dominion Energy entered into an agreement with Southwest Gas to sell the Q-Pipe Group. The total value of this transaction is approximately $2 billion, comprised of approximately $1.5 billion of cash consideration (subject to customary closing adjustments) plus the assumption of long-term debt. 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. The sale will be treated as an asset sale for tax purposes and is expected to close by the end of 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, 2021, Dominion Energy expects to recognize a gain of approximately $685 million ($500 million after-tax) 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 Group are presented in held for sale and discontinued operations effective July 2020, at which time depreciation and amortization ceased on the applicable assets. 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. See Note 10 for further information regarding Dominion Energy’s equity method investment in Cove Point.

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

	Three Months Ended September 30, 2021		Three Months Ended September 30, 2020					Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020
	Q-Pipe Group		GT&S Transaction			Q-Pipe Group		Q-Pipe Group		GT&S Transaction			Q-Pipe Group
(millions)
Operating revenue	$	62	$	511		$	59	$	188	$	1,554		$	182
Operating expense⁽¹⁾		24		208			16		52		1,311			78
Other income⁽²⁾		26		(5	)		1		27		27			3
Interest and related charges⁽³⁾		7		267			5		17		366			15
Income (loss) before income taxes		57		31			39		146		(96	)		92
Income tax expense (benefit)⁽⁴⁾		12		(14	)		5		29		(65	)		19
Net income (loss) including noncontrolling interests		45		45			34		117		(31	)		73
Noncontrolling interests		—		32			—		—		97			—
Net income (loss) attributable to Dominion Energy	$	45	$	13		$	34	$	117	$	(128	)	$	73

(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)	Q-Pipe Group includes a $25 million benefit associated with the termination of the Q-Pipe Transaction in the third quarter of 2021.

(3)	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.

(4)	Excludes $18 million income tax benefit recorded in the third quarter of 2021 associated with the GT&S Transaction.

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, 2021		At December 31, 2020
	Q-Pipe Group		Q-Pipe Group
(millions)
Current assets⁽¹⁾	$	47	$	47
Equity method investments⁽²⁾		35		35
Property, plant and equipment, net		1,142		1,113
Other deferred charges and other assets, including goodwill and intangible assets⁽³⁾		223		224
Current liabilities		35		30
Long-term debt		426		426
Other deferred credits and liabilities		154		154

(1)	Includes cash and cash equivalents of $1 million and $7 million as of September 30, 2021 and December 31, 2020, respectively.

(2)	Comprised of an equity method investment in White River Hub.

(3)	Includes goodwill of $191 million at both September 30, 2021 and December 31, 2020.

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

	Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020
	Q-Pipe Group		GT&S Transaction		Q-Pipe Group
(millions)
Capital expenditures	$	26	$	240	$	27
Significant noncash items:
Impairment of assets and other charges		—		463		—
Depreciation, depletion and amortization		—		173		25
Accrued capital expenditures		2		43		2

Sale of Kewaunee

In May 2021, Dominion Energy entered into an agreement to sell 100% of the equity interests in Dominion Energy Kewaunee, Inc. to EnergySolutions, including the transfer of all decommissioning obligations associated with Kewaunee, which ceased operations in 2013. The agreement provides that Dominion Energy retains the assets and obligations of the pension and other postretirement employee benefit plans. In addition, Dominion Energy may continue to withdraw funds prior to closing from the nuclear decommissioning trust to recover certain spent nuclear fuel and other permitted costs, subject to certain conditions. The sale will be treated as an asset sale for tax purposes and is subject to termination by either party if not completed by December 2022. Closing is contingent on approval from the Wisconsin Commission as well as the NRC for the transfer of control of applicable licenses. The purchase agreement requires that EnergySolutions be subject to the Wisconsin regulatory conditions agreed to by Dominion Energy upon its acquisition of Kewaunee, including the return of any excess decommissioning funds to WPSC and WP&L customers following completion of all decommissioning activities.

In May 2021, Dominion Energy and EnergySolutions submitted a license transfer application to the NRC. Also in May 2021, Dominion Energy submitted an application to the Wisconsin Commission for approval. In July 2021, WPSC and WP&L submitted a joint request to the Wisconsin Commission for the waiver of both of their rights of first refusal to purchase Kewaunee, such rights having been granted as the former owners of Kewaunee. At September 30, 2021, Dominion Energy determined that the assets and liabilities associated with the Kewaunee sale did not meet the criteria to be classified as held for sale due to the significant uncertainty surrounding the timing of or ability to obtain necessary regulatory approvals.

Dominion Energy expects to record a loss if and when it determines that criteria for the classification as held for sale have been met. If such classification had been made at September 30, 2021, Dominion Energy would have recognized a loss of approximately $710 million ($565 million after-tax). If the sale is ultimately completed, the final net loss will primarily depend on the value of the nuclear decommissioning trust and AROs at closing.

Acquisition of Birdseye

In May 2021, Dominion Energy acquired 100% of the ownership interest in Birdseye from BRE Holdings, LLC for total consideration of $46 million, consisting of $28 million in cash and $18 million, measured at fair value at closing, of consideration contingent on the achievement of certain revenue targets and future development project sales. Birdseye is primarily engaged in the development of solar energy projects in southeastern states in the U.S. with 2.5 GW of solar generation projects under development. The allocation of the purchase price resulted in $25 million of development project assets, primarily reflected in other deferred charges and other assets in Dominion Energy’s Consolidated Balance Sheets, and $24 million of goodwill, which is not deductible for tax purposes. The goodwill reflects the value associated with enhancing Dominion Energy's development of regulated and long-term contracted solar generating and electric storage projects. The fair value measurements, including of the assets acquired, were determined using the income approach and are considered Level 3 fair value measurements due to the use of significant judgmental and unobservable inputs, including projected timing and amount of future cash flows. Birdseye is included in Contracted Assets.

Note 4. Operating Revenue

The Companies’ operating revenue consists of the following:

	Three Months Ended September 30,					Nine Months Ended September 30,
	2021			2020		2021			2020
(millions)
Dominion Energy
Regulated electric sales:
Residential	$	1,281		$	1,497	$	3,453		$	3,746
Commercial		831			865		2,311			2,391
Industrial		194			190		547			548
Government and other retail		258			239		670			651
Wholesale		52			37		131			99
Nonregulated electric sales		253			218		719			627
Regulated gas sales:
Residential		132			123		950			853
Commercial		61			50		346			304
Other		31			18		88			61
Nonregulated gas sales		7			12		74			124
Regulated gas transportation and storage		208			165		698			578
Other regulated revenues		47			61		187			236
Other nonregulated revenues⁽¹⁾		79			61		184			132
Total operating revenue from contracts with customers		3,434			3,536		10,358			10,350
Other revenues⁽²⁾⁽³⁾		(258	)		71		(274	)		301
Total operating revenue	$	3,176		$	3,607	$	10,084		$	10,651
Virginia Power
Regulated electric sales:
Residential	$	935		$	1,146	$	2,572		$	2,860
Commercial		604			645		1,715			1,805
Industrial		94			98		268			284
Government and other retail		241			223		625			603
Wholesale		31			25		79			70
Other regulated revenues		37			61		165			217
Other nonregulated revenues⁽¹⁾⁽⁴⁾		45			33		93			66
Total operating revenue from contracts with customers		1,987			2,231		5,517			5,905
Other revenues⁽²⁾⁽⁴⁾		(11	)		17		30			78
Total operating revenue	$	1,976		$	2,248	$	5,547		$	5,983

(1)

Includes sales which are considered to be goods transferred at a point in time of $9 million and $5 million for the three months ended September 30, 2021 and 2020, respectively, and $24 million and $16 million for the nine months ended September 30, 2021 and 2020, respectively, at Dominion Energy, primarily consisting of sales of commodities related to nonregulated extraction activities and other miscellaneous products. Additionally, sales of renewable energy credits were $16 million and $21 million for the three months ended September 30, 2021 and 2020, respectively, and $29 million and $32 million for the nine months ended September 30, 2021 and 2020, respectively, at Dominion Energy and $13 million and $16 million for the three months ended September 30, 2021 and 2020, respectively, and $22 million and $24 million for the nine months ended September 30, 2021 and 2020, respectively, at Virginia Power.

(2)

Includes alternative revenue of $3 million and $51 million at Dominion Energy and $3 million and $12 million at Virginia Power for the three months ended September 30, 2021 and 2020, respectively, and $50 million and $90 million at Dominion Energy and $41 million and $63 million at Virginia Power for the nine months ended September 30, 2021 and 2020, respectively.

(3)	Includes revenue associated with services provided to discontinued operations of $1 million and $1 million for the three months ended September 30, 2021 and 2020, respectively, and $3 million and $4 million for the nine months ended September 30, 2021 and 2020, respectively.

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

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 Dominion Energy expects to recognize this revenue. These revenues relate to contracts containing fixed prices where Dominion Energy will earn the associated revenue over time as it stands 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 Dominion Energy elects to recognize revenue in the amount it has a right to invoice.

Revenue expected to be recognized on multi-year

contracts in place at September 30, 2021

2021

2022

2023

2024

2025

Thereafter

Total

(millions)

Dominion Energy⁽¹⁾

493

754

(1)	Includes no amounts for Virginia Power.

At September 30, 2021 and December 31, 2020, Dominion Energy’s contract liability balances were $124 million and $130 million, respectively, and are recorded in other current liabilities and other deferred credits and other liabilities in the Consolidated Balance Sheets. At September 30, 2021 and December 31, 2020, Virginia Power’s contract liability balances were $29 million and $36 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, 2021 and 2020, Dominion Energy recognized revenue of $124 million and $95 million, respectively, from the beginning contract liability balances. During the nine months ended September 30, 2021 and 2020, Virginia Power recognized $36 million and $24 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,	2021			2020			2021			2020
U.S. statutory rate		21.0	%		21.0	%		21.0	%		21.0	%
Increases (reductions) resulting from:
State taxes, net of federal benefit		2.0			1.5			4.5			4.7
Investment tax credits		(5.6	)		(30.5	)		(5.8	)		(5.6	)
Production tax credits		(0.5	)		(2.4	)		(0.6	)		(0.9	)
Reversal of excess deferred income taxes		(3.8	)		(14.5	)		(2.2	)		(1.9	)
State legislative change		(1.0	)		—			(1.0	)		—
Change in tax status		—			(6.1	)		—			—
AFUDC - equity		(0.5	)		(1.1	)		(0.5	)		(0.3	)
Changes in state deferred taxes associated with assets held for sale		(0.5	)		(11.6	)		—			—
Absence of tax on noncontrolling interest		(0.2	)		14.1			—			—
Other, net		(1.1	)		(1.8	)		—			—
Effective tax rate		9.8	%		(31.4	)%		15.4	%		17.0	%

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 2021. 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, 2020 for more information.

For the nine months ended September 30, 2021, the Companies’ effective tax rates reflect the benefit of a state legislative change enacted in April 2021 for tax years beginning January 1, 2022. Dominion Energy’s effective tax rate reflects a $21 million deferred tax benefit, inclusive of a $16 million deferred tax benefit at Virginia Power.

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.

As of September 30, 2021, 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, 2020, for a discussion of these unrecognized tax benefits.

Discontinued operations

Income tax expense (benefit) included in discontinued operations is $5 million and $(572) million for the nine months ended September 30, 2021 and 2020, respectively. 2021 income taxes include a $15 million benefit related to finalizing income tax returns on the GT&S Transaction. 2020 income taxes reflect 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,
	2021			2020			2021			2020
(millions, except EPS)
Net income attributable to Dominion Energy from continuing operations	$	589		$	369		$	1,828		$	767
Preferred stock dividends (see Note 16)		(16	)		(16	)		(48	)		(48	)
Net income attributable to Dominion Energy from continuing operations – Basic		573			353			1,780			719
Dilutive effect of Series A Preferred Stock		—			—			—			(28	)
Net income attributable to Dominion Energy from continuing operations - Diluted	$	573		$	353		$	1,780		$	691
Net income (loss) attributable to Dominion Energy from discontinued operations - Basic & Diluted	$	65		$	(13	)	$	119		$	(1,850	)

Average shares of common stock outstanding – Basic		808.7			833.8			807.1			837.1
Net effect of dilutive securities ⁽¹⁾		1.3			—			0.5			—
Average shares of common stock outstanding – Diluted		810.0			833.8			807.6			837.1

EPS from continuing operations – Basic	$	0.71		$	0.42		$	2.20		$	0.86
EPS from discontinued operations – Basic		0.08			(0.01	)		0.15			(2.21	)
EPS attributable to Dominion Energy – Basic	$	0.79		$	0.41		$	2.35		$	(1.35	)

EPS from continuing operations – Diluted	$	0.71		$	0.42		$	2.20		$	0.83
EPS from discontinued operations – Diluted		0.08			(0.01	)		0.15			(2.21	)
EPS attributable to Dominion Energy – Diluted	$	0.79		$	0.41		$	2.35		$	(1.38	)

(1)	Primarily related to shares expected to be issued to settle litigation.

The 2019 Equity Units and the Q-Pipe Transaction deposit, prior to being settled in cash in July 2021, are potentially dilutive securities. See Note 19 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2020 and Note 3, respectively, for additional information. Additionally, the two September 2020 accelerated share purchase agreements were potentially dilutive for the three and nine months ended September 30, 2020. See Note 16 for additional information.

The forward stock purchase contracts included within the 2019 Equity Units are excluded from the calculation of diluted EPS from continuing operations for the three and nine months ended September 30, 2021 and 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 calculation of diluted EPS from continuing operations based upon the expectation that the conversion will be settled in cash rather than through the issuance of Dominion Energy common stock. As described in Note 16, effective November 2021 any settlement of the conversion up to $1,000 per share is payable in cash, and any amount in excess of $1,000 per share may be settled in cash, common stock or a combination thereof. For the three and nine months ended September 30, 2021 and the three months ended September 30, 2020, a fair value adjustment related to the Series A Preferred Stock included within the 2019 Equity Units is excluded from the calculation of diluted EPS from continuing operations, as such fair value adjustment was not dilutive during the periods.

The impact of settling the deposit associated with the Q-Pipe Transaction in shares is excluded from the calculation of diluted EPS from continuing operations for the three and nine months ended September 30, 2021 based upon the expectation Dominion Energy would settle in cash, which occurred in July 2021, rather than through the issuance of Dominion Energy common stock.

The forward stock purchase contracts included within the September 2020 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.

Note 7. Accumulated Other Comprehensive Income (Loss)

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, 2021
Beginning balance	$	(371	)	$	41		$	(1,309	)	$	(1	)	$	(1,640	)
Other comprehensive income before reclassifications: gains (losses)		(2	)		4			(1	)		(3	)		(2	)
Amounts reclassified from AOCI: (gains) losses⁽¹⁾		10			(3	)		19			—			26
Net current period other comprehensive income (loss)		8			1			18			(3	)		24
Ending balance	$	(363	)	$	42		$	(1,291	)	$	(4	)	$	(1,616	)
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	)
Nine Months Ended September 30, 2021
Beginning balance	$	(419	)	$	62		$	(1,359	)	$	(1	)	$	(1,717	)
Other comprehensive income before reclassifications: gains (losses)		21			(15	)		5			(3	)		8
Amounts reclassified from AOCI: (gains) losses⁽¹⁾		35			(5	)		63			—			93
Net current period other comprehensive income (loss)		56			(20	)		68			(3	)		101
Ending balance	$	(363	)	$	42		$	(1,291	)	$	(4	)	$	(1,616	)
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	)

(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, 2021
Deferred (gains) and losses on derivatives-hedging activities:
Interest rate contracts	$	14		Interest and related charges
Total		14
Tax		(4	)	Income tax expense (benefit)
Total, net of tax	$	10
Unrealized (gains) and losses on investment securities:
Realized (gains) losses on sale of securities	$	(4	)	Other income
Total		(4	)
Tax		1		Income tax expense (benefit)
Total, net of tax	$	(3	)
Unrecognized pension and other postretirement benefit costs:
Amortization of prior-service costs (credits)	$	(5	)	Other income
Amortization of actuarial losses		30		Other income
Total		25
Tax		(6	)	Income tax expense (benefit)
Total, net of tax	$	19
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

Details about AOCI components	Amounts reclassified from AOCI			Affected line item in the Consolidated Statements of Income
(millions)
Nine Months Ended September 30, 2021
Deferred (gains) and losses on derivatives-hedging activities:
Commodity contracts	$	1		Purchased gas
Interest rate contracts		46		Interest and related charges
Total		47
Tax		(12	)	Income tax expense (benefit)
Total, net of tax	$	35
Unrealized (gains) and losses on investment securities:
Realized (gains) losses on sale of securities	$	(7	)	Other income
Total		(7	)

Tax		2		Income tax expense (benefit)
Total, net of tax	$	(5	)
Unrecognized pension and other postretirement benefit costs:
Amortization of prior-service costs (credits)	$	(15	)	Other income
Amortization of actuarial losses		100		Other income
Total		85
Tax		(22	)	Income tax expense (benefit)
Total, net of tax	$	63
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

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, 2021
Beginning balance	$	(39	)	$	6		$	(33	)
Other comprehensive income before reclassifications: gains (losses)		(2	)		—			(2	)
Amounts reclassified from AOCI: (gains) losses⁽¹⁾		—			(1	)		(1	)
Net current period other comprehensive income (loss)		(2	)		(1	)		(3	)
Ending balance	$	(41	)	$	5		$	(36	)
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	)
Nine Months Ended September 30, 2021
Beginning balance	$	(60	)	$	8		$	(52	)
Other comprehensive income before reclassifications: gains (losses)		18			(2	)		16
Amounts reclassified from AOCI: (gains) losses⁽¹⁾		1			(1	)		—
Net current period other comprehensive income (loss)		19			(3	)		16
Ending balance	$	(41	)	$	5		$	(36	)
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	)

(1)

Amounts are allocated as follows within Virginia Power’s Consolidated Statements of Income; deferred gains and losses on derivatives – hedging activities are recorded to interest and related charges, unrealized gains and losses on investment securities are recorded to other income and associated tax amounts are recorded to income tax expense.

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, 2020. 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, 2021. 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⁾	$	52	Discounted cash flow	Market price (per Dth)	⁽³⁾	(2) - 6		(1	)
FTRs		64	Discounted cash flow	Market price (per MWh)	⁽³⁾	(1) - 6		2
Electricity		38	Discounted cash flow	Market price (per MWh)	⁽³⁾	24 - 97		37
Physical options:
Natural gas		6	Option model	Market price (per Dth)	⁽³⁾	4 - 10		7
				Price volatility	⁽⁴⁾	19% - 32%		24	%
Total assets	$	160
Liabilities
Physical and financial forwards:
Natural gas⁽²⁾	$	1	Discounted cash flow	Market price (per Dth)	⁽³⁾	(2) - 5		—
FTRs		6	Discounted cash flow	Market price (per MWh)	⁽³⁾	(3) - 6		1
Electricity		9	Discounted cash flow	Market price (per MWh)	⁽³⁾	24 - 111		39
Total liabilities	$	16

(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

In the second quarter of 2021, Dominion Energy recorded a charge of $20 million ($15 million after-tax) in impairment of assets and other charges in its Consolidated Statements of Income to write off substantially all of the long-lived assets of its nonregulated retail software development operations to their estimated fair value, using a market approach, of less than $1 million. The valuation is considered a Level 2 fair value measurement given that it is based on bids received.

In the third quarter of 2021, Dominion Energy recorded a charge of $16 million ($12 million after-tax) in impairment of assets and other charges in its Consolidated Statements of Income to adjust a corporate office building down to its estimated fair value, using both an income and market approach, of $26 million. The valuation is considered a Level 3 measurement due to the use of significant judgmental and unobservable inputs, including projected timing and amount of future cash flows and discount rates inherent in the future cash flows and market prices. The corporate office building is reflected in the Corporate and Other segment and presented as held for sale in Dominion Energy’s Consolidated Balance Sheets at September 30, 2021.

See Note 3 for information on the nonrecurring fair value measurement associated with the acquisition of Birdseye.

See Notes 10 and 11 for information on nonrecurring fair value measurements associated with charges recorded related to Fowler Ridge and non-wholly-owned nonregulated 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, 2021
Assets
Derivatives:
Commodity	$	—	$	125	$	160	$	285
Interest rate		—		371		—		371
Investments⁽¹⁾:
Equity securities:
U.S.		4,738		—		—		4,738
Fixed income:
Corporate debt instruments		—		879		—		879
Government securities		774		715		—		1,489
Cash equivalents and other		3		—		—		3
Total assets	$	5,515	$	2,090	$	160	$	7,765
Liabilities
Derivatives:
Commodity	$	—	$	607	$	16	$	623
Interest rate		—		327		—		327
Total liabilities	$	—	$	934	$	16	$	950
At December 31, 2020
Assets
Derivatives:
Commodity	$	—	$	57	$	110	$	167
Interest rate		—		230		—		230
Investments⁽¹⁾:
Equity securities:
U.S.		4,648		—		—		4,648
Fixed income:
Corporate debt instruments		—		629		—		629
Government securities		508		730		—		1,238
Cash equivalents and other		32		15		—		47
Total assets	$	5,188	$	1,661	$	110	$	6,959
Liabilities
Derivatives:
Commodity	$	—	$	48	$	7	$	55
Interest rate		—		431		—		431
Total liabilities	$	—	$	479	$	7	$	486

(1)

Includes investments held in the nuclear decommissioning and rabbi trusts. Excludes $382 million and $340 million of assets at September 30, 2021 and December 31, 2020, 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,
	2021			2020		2021			2020
(millions)
Beginning balance	$	62		$	123	$	103		$	(37	)
Total realized and unrealized gains (losses):
Included in earnings:
Operating revenue		(6	)		—		(8	)		—
Electric fuel and other energy-related purchases		29			—		12			(26	)
Included in regulatory assets/liabilities		88			4		49			164
Settlements		(29	)		—		(12	)		26
Ending balance	$	144		$	127	$	144		$	127

There are $(6) million and $(8) million of unrealized gains and losses included in operating revenue in the Level 3 fair value category related to assets/liabilities still held at the reporting date for the three and nine months ended September 30, 2021, respectively. There were no unrealized gains and losses included in earnings in the Level 3 fair value category related to assets/liabilities still held at the reporting date for the three and nine months ended September 30, 2020.

Virginia Power

The following table presents Virginia Power’s quantitative information about Level 3 fair value measurements at September 30, 2021. The range and weighted average are presented in dollars for market price inputs.

	Fair Value (millions)		Valuation Techniques	Unobservable Input		Range	Weighted Average⁽¹⁾
Assets
Physical and financial forwards:
Natural gas⁽²⁾	$	52	Discounted cash flow	Market price (per Dth)	⁽³⁾	(2) - 6		(1	)
FTRs		64	Discounted cash flow	Market price (per MWh)	⁽³⁾	(1) - 6		2
Physical options:
Natural gas		6	Option model	Market price (per Dth)	⁽³⁾	4 - 10		7
				Price volatility	⁽⁴⁾	19% - 32%		24	%
Total assets	$	122
Liabilities
Physical and financial forwards:
Natural gas⁽²⁾	$	1	Discounted cash flow	Market price (per Dth)	⁽³⁾	(2) - 5		—
FTRs		6	Discounted cash flow	Market price (per MWh)	⁽³⁾	(3) - 6		1
Total liabilities	$	7

(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, 2021
Assets
Derivatives:
Commodity	$	—	$	67	$	122	$	189
Interest rate		—		170		—		170
Investments⁽¹⁾:
Equity securities:
U.S.		2,188		—		—		2,188
Fixed income:
Corporate debt instruments		—		516		—		516
Government securities		349		274		—		623
Total assets	$	2,537	$	1,027	$	122	$	3,686
Liabilities
Derivatives:
Commodity	$	—	$	164	$	7	$	171
Interest rate		—		282		—		282
Total liabilities	$	—	$	446	$	7	$	453
At December 31, 2020
Assets
Derivatives:
Commodity	$	—	$	5	$	110	$	115
Interest rate		—		66		—		66
Investments⁽¹⁾:
Equity securities:
U.S.		2,171		—		—		2,171
Fixed income:
Corporate debt instruments		—		348		—		348
Government securities		201		309		—		510
Cash equivalents and other		13		—		—		13
Total assets	$	2,385	$	728	$	110	$	3,223
Liabilities
Derivatives:
Commodity	$	—	$	22	$	7	$	29
Interest rate		—		376		—		376
Total liabilities	$	—	$	398	$	7	$	405

(1)

Includes investments held in the nuclear decommissioning trusts. Excludes $183 million and $167 million of assets at September 30, 2021 and December 31, 2020, 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,
	2021			2020		2021			2020
(millions)
Beginning balance	$	74		$	123	$	103		$	(37	)
Total realized and unrealized gains (losses):
Included in earnings:
Electric fuel and other energy-related purchases		27			—		10			(26	)
Included in regulatory assets/liabilities		41			4		12			164
Settlements		(27	)		—		(10	)		26
Ending balance	$	115		$	127	$	115		$	127

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, 2021 and 2020.

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, 2021				December 31, 2020
	Carrying Amount		Estimated Fair Value⁽¹⁾		Carrying Amount		Estimated Fair Value⁽¹⁾
(millions)
Dominion Energy
Long-term debt⁽²⁾⁽³⁾	$	35,140	$	40,471	$	31,996	$	38,773
Supplemental credit facility borrowings⁽⁴⁾		900		900		225		225
Junior subordinated notes⁽⁵⁾		1,386		1,503		3,411		3,633
Virginia Power
Long-term debt⁽⁵⁾	$	13,212	$	15,570	$	13,207	$	16,455

(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 and discount or premium. At September 30, 2021 and December 31, 2020, the carrying amount includes the valuation of certain fair value hedges associated with fixed rate debt of $2 million and $3 million, respectively.

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

(4)	Also includes Supplemental 364-Day credit facility borrowings.

(5)	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, 2020. 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. The Companies’ 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. 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 securities, none of which are subject to restrictions. Cash collateral, as presented in the table below, is used to offset derivative assets and liabilities. Certain accounts receivable and accounts payable recognized on the Companies’ Consolidated Balance Sheets, letters of credit and other forms of securities, as well as certain long-term debt, 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, 2021								December 31, 2020
	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	$	202	$	10	$	—	$	192	$	117	$	9	$	—	$	108
Exchange		45		32		—		13		49		24		—		25
Interest rate contracts:
Over-the-counter		371		27		—		344		230		13		—		217
Total derivatives, subject to a master netting or similar arrangement	$	618	$	69	$	—	$	549	$	396	$	46	$	—	$	350

(1)	Excludes $38 million and $1 million of derivative assets at September 30, 2021 and December 31, 2020, respectively, which are not subject to master netting or similar arrangements.

	September 30, 2021								December 31, 2020
	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	$	148	$	10	$	79	$	59	$	30	$	9	$	—	$	21
Exchange		473		32		441		—		24		24		—		—
Interest rate contracts:
Over-the-counter		327		27		11		289		431		13		17		401
Total derivatives, subject to a master netting or similar arrangement	$	948	$	69	$	531	$	348	$	485	$	46	$	17	$	422

(1)	Excludes $2 million and $1 million of derivative liabilities at September 30, 2021 and December 31, 2020, 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, 2021. 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⁾		59		9
Basis		202		472
Electricity (MWh):
Fixed price		14,286,444		32,508,487
FTRs		71,265,005		—
Interest rate⁽²⁾ (millions)	$	1,600	$	6,715

(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 Dominion Energy’s Consolidated Balance Sheet at September 30, 2021:

	AOCI After-Tax			Amounts Expected to be Reclassified to Earnings During the Next 12 Months After-Tax			Maximum Term
(millions)
Interest rate	$	(363	)	$	(43	)	387 months
Total	$	(363	)	$	(43	)

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

Fair Value 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 as fair value hedges during the three and nine months ended September 30, 2021 and 2020.

The following table presents the amounts recorded on the balance sheet related to cumulative basis adjustments for fair value hedges, all of which related to discontinued hedging relationships at both September 30, 2021 and December 31, 2020:

	Carrying Amount of the Hedged Asset (Liability)						Cumulative Amount of Fair Value Hedging Adjustments Included in the Carrying Amount of the Hedged Assets (Liabilities)
	September 30, 2021			December 31, 2020			September 30, 2021			December 31, 2020
(millions)
Long-term debt	$	(752	)	$	(1,153	)	$	(2	)	$	(3	)

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, 2021
ASSETS
Current Assets
Commodity	$	—	$	190	$	190
Interest rate		—		19		19
Total current derivative assets⁽¹⁾		—		209		209
Noncurrent Assets
Commodity		—		95		95
Interest rate		170		182		352
Total noncurrent derivative assets⁽²⁾		170		277		447
Total derivative assets	$	170	$	486	$	656
LIABILITIES
Current Liabilities
Commodity	$	—	$	484	$	484
Interest rate		253		17		270
Total current derivative liabilities⁽³⁾		253		501		754
Noncurrent Liabilities
Commodity		—		139		139
Interest rate		29		28		57
Total noncurrent derivative liabilities⁽⁴⁾		29		167		196
Total derivative liabilities	$	282	$	668	$	950
December 31, 2020
ASSETS
Current Assets
Commodity	$	—	$	58	$	58
Interest rate		—		9		9
Total current derivative assets⁽¹⁾		—		67		67
Noncurrent Assets
Commodity		—		109		109
Interest rate		66		155		221
Total noncurrent derivative assets⁽²⁾		66		264		330
Total derivative assets	$	66	$	331	$	397
LIABILITIES
Current Liabilities
Commodity	$	—	$	42	$	42
Interest rate		363		10		373
Total current derivative liabilities⁽³⁾		363		52		415
Noncurrent Liabilities
Commodity		—		13		13
Interest rate		19		39		58
Total noncurrent derivative liabilities⁽⁴⁾		19		52		71
Total derivative liabilities	$	382	$	104	$	486

(1)

Current derivative assets include $182 million and $63 million in other current assets in Dominion Energy’s Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020, respectively. The remainder is presented in current assets held for sale in Dominion Energy’s Consolidated Balance Sheets.

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

(3)	Includes $25 million and $3 million at September 30, 2021 and December 31, 2020, respectively, presented in current liabilities held for sale in Dominion Energy’s Consolidated Balance Sheets.

(4	Noncurrent derivative liabilities are presented in other deferred credits and other liabilities 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, 2021
Derivative type and location of gains (losses):
Interest rate⁽³⁾	$	(2	)	$	(14	)	$	9
Total	$	(2	)	$	(14	)	$	9
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⁽⁴⁾		6			(6	)		—
Total	$	14		$	(251	)	$	62
Nine Months Ended September 30, 2021
Derivative type and location of gains (losses):
Commodity:
Purchased gas				$	(1	)
Total commodity	$	—		$	(1	)	$	—
Interest rate ⁽³⁾		29			(46	)		198
Total	$	29		$	(47	)	$	198
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⁽⁴⁾		(11	)		(6	)		—
Total	$	(339	)	$	(287	)	$	(488	)

(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 Statement of Income are classified in interest and related charges.

(4) Amounts recorded in Dominion Energy’s Consolidated Statement 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,
	2021			2020			2021			2020
(millions)
Derivative type and location of gains (losses):
Commodity:
Operating revenue	$	(334	)	$	(15	)	$	(521	)	$	31
Purchased gas		25			4			32			(6	)
Electric fuel and other energy-related purchases		44			(6	)		7			(79	)
Discontinued operations		—			(1	)		—			4
Interest rate:
Interest and related charges		(20	)		57			142			(21	)
Discontinued operations		—			5			—			(3	)
Foreign Currency:
Discontinued operations		—			8			—			8
Total	$	(285	)	$	52		$	(340	)	$	(66	)

(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, 2021								December 31, 2020
	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	$	122	$	7	$	—	$	115	$	111	$	6	$	—	$	105
Exchange		4		4		—		—	1		1			—		—
Interest rate contracts:
Over-the-counter		170		19		—		151	66		7			—		59
Total derivatives, subject to a master netting or similar arrangement	$	296	$	30	$	—	$	266	$	178	$	14	$	—	$	164

(1)	Excludes $63 million and $3 million of derivative assets at September 30, 2021 and December 31, 2020, respectively, which are not subject to master netting or similar arrangements.

	September 30, 2021								December 31, 2020
	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	$	123	$	7	$	79	$	37	$	6	$	6	$	—	$	—
Exchange		46		4		42		—	1		1			—		—
Interest rate contracts:
Over-the-counter		282		19		—		263	376		7			—		369
Total derivatives, subject to a master netting or similar arrangement	$	451	$	30	$	121	$	300	$	383	$	14	$	—	$	369

(1)	Excludes $2 million and $22 million of derivative liabilities at September 30, 2021 and December 31, 2020, 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, 2021. 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⁾		23		9
Basis		143		465
Electricity (MWh):
Fixed price		5,953,983		6,092,512
FTRs		71,265,005		—
Interest rate⁽²⁾ (millions)	$	850	$	1,900

(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, 2021:

	AOCI After-Tax			Amounts Expected to be Reclassified to Earnings During the Next 12 Months After-Tax			Maximum Term
(millions)
Interest rate	$	(41	)	$	(2	)	387 months
Total	$	(41	)	$	(2	)

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, 2021
ASSETS
Current Assets
Commodity	$	—	$	117	$	117
Total current derivative assets⁽¹⁾		—		117		117
Noncurrent Assets
Commodity		—		72		72
Interest rate		170		—		170
Total noncurrent derivative assets⁽²⁾		170		72		242
Total derivative assets	$	170	$	189	$	359
LIABILITIES
Current Liabilities
Commodity	$	—	$	136	$	136
Interest rate		253		—		253
Total current derivative liabilities		253		136		389
Noncurrent Liabilities
Commodity		—		35		35
Interest rate		29		—		29
Total noncurrent derivative liabilities⁽³⁾		29		35		64
Total derivative liabilities	$	282	$	171	$	453
December 31, 2020
ASSETS
Current Assets
Commodity	$	—	$	22	$	22
Total current derivative assets⁽¹⁾		—		22		22
Noncurrent Assets
Commodity		—		93		93
Interest rate		66		—		66
Total noncurrent derivative assets⁽²⁾		66		93		159
Total derivative assets	$	66	$	115	$	181
LIABILITIES
Current Liabilities
Commodity	$	—	$	28	$	28
Interest rate		362		—		362
Total current derivative liabilities		362		28		390
Noncurrent Liabilities
Commodity		—		1		1
Interest rate		14		—		14
Total noncurrent derivative liabilities⁽³⁾		14		1		15
Total derivative liabilities	$	376	$	29	$	405

(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, 2021
Derivative type and location of gains (losses):
Interest rate⁽³⁾	$	(2	)	$	(1	)	$	8
Total	$	(2	)	$	(1	)	$	8
Three Months Ended September 30, 2020
Derivative type and location of gains (losses):
Interest rate⁽³⁾	$	6		$	(1	)	$	60
Total	$	6		$	(1	)	$	60
Nine Months Ended September 30, 2021
Derivative type and location of gains (losses):
Interest rate⁽³⁾	$	24		$	(2	)	$	194
Total	$	24		$	(2	)	$	194
Nine Months Ended September 30, 2020
Derivative type and location of gains (losses):
Interest rate⁽³⁾	$	(53	)	$	(2	)	$	(492	)
Total	$	(53	)	$	(2	)	$	(492	)

(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,
	2021			2020			2021			2020
(millions)
Derivative type and location of gains (losses):
Commodity:
Operating Revenue	$	(19	)	$	—			(25	)	$	—
Electric fuel and other energy-related purchases		42			(6	)		5			(79	)
Total	$	23		$	(6	)	$	(20	)	$	(79	)

(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.

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 $122 million and $134 million at September 30, 2021 and December 31, 2020, 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, 2021
Equity securities:⁽¹⁾
U.S.	$	1,546		$	3,247	$	(11	)				$	4,782
Fixed income securities:⁽²⁾
Corporate debt instruments		842			40		(3	)		$	—		879
Government securities		1,414			44		(6	)			—		1,452
Common/collective trust funds		187			5		—				—		192
Insurance contracts		246			—		—						246
Cash equivalents and other⁽³⁾		(28	)		3		(20	)			—		(45	)
Total	$	4,207		$	3,339	$	(40	)	⁽⁴⁾	$	—	$	7,506
December 31, 2020
Equity securities:⁽¹⁾
U.S.	$	1,756		$	2,948	$	(24	)				$	4,680
Fixed income securities:⁽²⁾
Corporate debt instruments		572			58		(1	)		$	—		629
Government securities		1,119			66		(1	)			—		1,184
Common/collective trust funds		170			5		—				—		175
Insurance contracts		237			—		—						237
Cash equivalents and other⁽³⁾		(8	)		4		(1	)			—		(5	)
Total	$	3,846		$	3,081	$	(27	)	⁽⁴⁾	$	—	$	6,900

(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. Changes in allowance for credit losses are included in other income.

(3)	Includes pending purchases of securities of $48 million and $49 million at September 30, 2021 and December 31, 2020, respectively.

(4)	The fair value of securities in an unrealized loss position was $846 million and $293 million at September 30, 2021 and December 31, 2020, respectively.

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,
	2021			2020			2021			2020
(millions)
Net gains (losses) recognized during the period	$	(15	)	$	308		$	616		$	20
Less: Net (gains) losses recognized during the period on securities sold during the period		(11	)		(15	)		(323	)		(6	)
Unrealized gains (losses) recognized during the period on securities still held at period end⁽¹⁾	$	(26	)	$	293		$	293		$	14

(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, 2021 by contractual maturity is as follows:

	Amount
(millions)
Due in one year or less	$	351
Due after one year through five years		667
Due after five years through ten years		654
Due after ten years		851
Total	$	2,523

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,
	2021		2020		2021		2020
(millions)
Proceeds from sales	$	614	$	1,208	$	3,324	$	2,868
Realized gains⁽¹⁾		25		48		405		188
Realized losses⁽¹⁾		7		29		81		159

(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, 2021
Equity securities:⁽¹⁾
U.S.	$	829		$	1,497	$	(10	)				$	2,316
Fixed income securities:⁽²⁾
Corporate debt instruments		497			21		(1	)		$	—		517
Government securities		608			16		(2	)			—		622
Common/collective trust funds		54			—		—				—		54
Cash equivalents and other⁽³⁾		(2	)		—		—				—		(2	)
Total	$	1,986		$	1,534	$	(13	)	⁽⁴⁾	$	—	$	3,507
December 31, 2020
Equity securities:⁽¹⁾
U.S.	$	929		$	1,371	$	(21	)				$	2,279
Fixed income securities:⁽²⁾
Corporate debt instruments		315			33		—			$	—		348
Government securities		484			25		—				—		509
Common/collective trust funds		58			—		—				—		58
Cash equivalents and other⁽³⁾		3			—		—				—		3
Total	$	1,789		$	1,429	$	(21	)	⁽⁴⁾	$	—	$	3,197

(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. Changes in allowance for credit losses are included in other income.

(3)	Includes pending purchases of securities of $2 million and $10 million at September 30, 2021 and December 31, 2020, respectively.

(4)	The fair value of securities in an unrealized loss position was $397 million and $142 million at September 30, 2021 and December 31, 2020, respectively.

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,
	2021			2020			2021			2020
(millions)
Net gains (losses) recognized during the period	$	6		$	138		$	319		$	(16	)
Less: Net (gains) losses recognized during the period on securities sold during the period		(9	)		(6	)		(182	)		(3	)
Unrealized gains (losses) recognized during the period on securities still held at period end⁽¹⁾	$	(3	)	$	132		$	137		$	(19	)

(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, 2021 by contractual maturity is as follows:

	Amount
(millions)
Due in one year or less	$	83
Due after one year through five years		354
Due after five years through ten years		372
Due after ten years		384
Total	$	1,193

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,
	2021		2020		2021		2020
(millions)
Proceeds from sales	$	216	$	164	$	1,465	$	694
Realized gains⁽¹⁾		17		18		213		73
Realized losses⁽¹⁾		2		10		28		58

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

Equity Method Investments

Dominion Energy recorded equity earnings on its investments of $214 million and less than $1 million for the nine months ended September 30, 2021 and 2020, respectively, in earnings from equity method investees in its Consolidated Statements of Income. In addition, Dominion Energy recorded equity losses of $19 million and $2.3 billion for the nine months ended September 30, 2021 and 2020, respectively, in discontinued operations related to its investment in Atlantic Coast Pipeline. Dominion Energy received distributions of $263 million and $25 million for the nine months ended September 30, 2021 and 2020, respectively. Dominion Energy made contributions of $1.0 billion and $93 million for the nine months ended September 30, 2021 and 2020 respectively. At September 30, 2021 and December 31, 2020, the net difference between the carrying amount of Dominion Energy’s investments and its share of underlying equity in net assets was $231 million and $213 million, respectively. At September 30, 2021, these differences are comprised of $27 million of equity method goodwill that is not being amortized, a $222 million basis difference from Dominion Energy’s investment in Cove Point, which is being amortized over the useful lives of the underlying assets, and a net $(18) million basis difference primarily attributable to an unfunded commitment made to Align RNG. At December 31, 2020, these differences are comprised of $27 million of equity method goodwill that is

not being amortized, a $227 million basis difference from Dominion Energy’s investment in Cove Point, which is being amortized over the useful lives of the underlying assets, and a net $(41) million basis difference primarily attributable to an unfunded commitment made to Align RNG.

Cove Point

In November 2020, in conjunction with the GT&S Transaction, Dominion Energy sold 100% of its general partner interest and 25% of the total limited partner interest in Cove Point. Dominion Energy retained a 50% noncontrolling limited partnership interest in Cove Point which is accounted for as an equity method investment, 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, 2020.

Income before income taxes recorded by Cove Point was $136 million and $132 million for the three months ended September 30, 2021 and 2020, respectively, and $410 million and $396 million for the nine months ended September 30, 2021 and 2020, respectively. For the periods prior to closing of the GT&S Transaction, earnings attributable to Dominion Energy are presented in discontinued operations and subsequent to the closing, earnings attributable to Dominion Energy are presented within earnings from equity method investees in its Consolidated Statements of Income.

Dominion Energy recorded distributions from Cove Point of $85 million and $235 million for the three and nine months ended September 30, 2021, respectively. No contributions were made to Cove Point for the three and nine months ended September 30, 2021.

Atlantic Coast Pipeline

A description of Dominion Energy’s investment in Atlantic Coast Pipeline, including events that led to the cancellation of the Atlantic Coast Pipeline Project in July 2020, is included in Note 9 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

At September 30, 2021 and December 31, 2020, Dominion Energy has recorded a liability of $112 million and $1.1 billion, respectively, in its Consolidated Balance Sheets as a result of its share of equity losses exceeding its investment which reflects Dominion Energy’s obligations on behalf of Atlantic Coast Pipeline related to its credit facility, through February 2021, and AROs.

In February 2021, Atlantic Coast Pipeline repaid the outstanding borrowed amounts and terminated its revolving credit facility. As of December 31, 2020, Atlantic Coast Pipeline had borrowed $1.8 billion against the revolving credit facility. Concurrently, Dominion Energy’s related guarantee agreement to support its portion of Atlantic Coast Pipeline’s borrowings was also terminated. Dominion Energy’s Consolidated Balance Sheets included a liability of $6 million associated with this guarantee agreement at December 31, 2020.

Dominion Energy recorded contributions of $45 million during the three months ended September 30, 2020, and $965 million and $74 million during the nine months ended September 30, 2021 and 2020, respectively, to Atlantic Coast Pipeline. Dominion Energy recorded no contributions during the three months ended September 30, 2021 to Atlantic Coast Pipeline.

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 $44 million for the three and nine months ended September 30, 2020, respectively, included in discontinued operations in Dominion Energy’s Consolidated Statements of Income.

Wrangler

A description of Dominion Energy’s investment in Wrangler is included in Note 9 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. At September 30, 2021 and December 31, 2020, $81 million and $63 million of assets and $21 million and $15 million of liabilities, respectively, associated with the remaining nonregulated retail energy marketing operations expected to be contributed to Wrangler by December 2021 were classified as held for sale and were included in current assets held for sale and current liabilities held for sale on Dominion Energy’s Consolidated Balance Sheets. The related disposal group is primarily comprised of customer receivables, goodwill, inventories, derivative assets and liabilities and accounts payable. All activity related to Wrangler is recorded in the Corporate and Other segment.

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 Nonregulated 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, 2020.

The following table presents acquisitions by Virginia Power of non-jurisdictional solar projects. Virginia Power has claimed or expects to claim federal investment tax credits on the projects.

Project Name

Date Agreement Entered

Date Agreement

Closed

Project

Location

Project Cost

(millions)⁽¹⁾

Date of

Commercial

Operations

MW Capacity

Bookers Mill

February 2021

June 2021

Virginia

200

Expected 2023

127

Belcher

June 2019

August 2019

Virginia

164

June 2021

(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.

Project Name

Date Agreement Entered

Date Agreement

Closed

Project

Location

Project Cost

(millions)⁽¹⁾

Date of

Commercial

Operations

MW Capacity

Trask

May 2020

October 2020

South Carolina

March 2021

Hardin II

August 2020

Expected 2021

Ohio

295

Expected 2022

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 through 2022. As of September 30, 2021, Dominion Energy anticipates a total projected cost of approximately $65 million under these agreements with an associated aggregate generation capacity of 32 MW. Dominion Energy has claimed or expects to claim federal investment tax credits on the projects.

Non-Wholly-Owned Nonregulated Solar Facilities

Sale to Terra Nova Renewable Partners

In August 2021, Dominion Energy entered into an agreement with Terra Nova Renewable Partners to sell SBL Holdco, which holds Dominion Energy’s remaining 67% controlling interest in certain nonregulated solar projects for consideration of $456 million,

subject to customary closing adjustments, with the amount of cash reduced by the amount of SBL Holdco’s debt outstanding at closing. The transaction is expected to close in the fourth quarter of 2021, contingent on clearance or approval under the Hart-Scott-Rodino Act and by FERC as well as other customary closing and regulatory conditions. In September 2021, the waiting period under the Hart-Scott-Rodino Act expired. In October 2021, FERC approved the proposed sale.

At September 30, 2021, $743 million of assets, primarily consisting of property, plant and equipment, and $339 million of liabilities, primarily consisting of long-term debt, were classified as held for sale in Dominion Energy’s Consolidated Balance Sheets. Dominion Energy expects to record a gain of approximately $30 million ($31 million after-tax) upon closing. All activity related to SBL Holdco is recorded within Contracted Assets.

Sale to Clearway

In August 2021, Dominion Energy entered an agreement with Clearway to sell its 50% controlling interest in Four Brothers and Three Cedars for $335 million in cash, subject to customary closing adjustments. The transaction is expected to close in the fourth quarter of 2021, contingent on clearance or approval under the Hart-Scott-Rodino Act and by FERC as well as other customary closing and regulatory conditions. In October 2021, the waiting period under the Hart-Scott-Rodino Act expired.

At September 30, 2021, $744 million of related assets, primarily consisting of property, plant and equipment, and $75 million of liabilities, primarily consisting of operating leases, were classified as held for sale in Dominion Energy’s Consolidated Balance Sheets. Dominion Energy expects to record a loss of approximately $225 million ($170 million after-tax) upon closing, primarily associated with the derecognition of noncontrolling interest. All activity related to Four Brothers and Three Cedars is recorded within Contracted Assets.

Impairment

In the third quarter of 2020, Dominion Energy performed a strategic review of its long-term intentions for its contracted nonregulated 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.

Virginia Power CCRO Utilization

In the third quarter of 2021, Virginia Power wrote off $318 million, primarily consisting of property, plant and equipment, net representing the utilization of a CCRO in accordance with the GTSA in connection with the proposed settlement of the 2021 Triennial Review. See Note 13 for additional information.

Acquisition of Gathering and Processing Assets

In November 2021, Wexpro closed on an agreement with a natural gas gathering systems operator to purchase an existing natural gas gathering system in Wyoming including pipelines, compressors and dehydration equipment for total consideration of $41 million.

Note 12. Regulatory Assets and Liabilities

Regulatory assets and liabilities include the following:

	September 30, 2021		December 31, 2020
(millions)
Dominion Energy
Regulatory assets:
Deferred cost of fuel used in electric generation⁽¹⁾	$	147	$	—
Deferred project costs and DSM programs for gas utilities⁽²⁾		37		35
Unrecovered gas costs⁽³⁾		161		78
Deferred rider costs for Virginia electric utility⁽⁴⁾		49		98
Deferred nuclear refueling outage costs⁽⁵⁾		70		53
NND Project costs⁽⁶⁾		138		138
PJM transmission rates⁽⁷⁾		9		71
Deferred early plant retirement charges⁽⁸⁾		226		—
Derivatives⁽⁹⁾		161		33
Other		195		193
Regulatory assets-current		1,193		699
Pension and other postretirement benefit costs⁽¹⁰⁾		1,274		1,363
Deferred rider costs for Virginia electric utility⁽⁴⁾		442		311
Deferred project costs for gas utilities⁽²⁾		668		632
Interest rate hedges⁽¹¹⁾		838		1,042
AROs and related funding⁽¹²⁾		332		331
Cost of reacquired debt⁽¹³⁾		11		245
NND Project costs⁽⁶⁾		2,261		2,364
Ash pond and landfill closure costs⁽¹⁴⁾		2,361		2,301
Deferred cost of fuel used in electric generation⁽¹⁾		139		—
Deferred early plant retirement charges⁽⁸⁾		282		—
Other		605		544
Regulatory assets-noncurrent		9,213		9,133
Total regulatory assets	$	10,406	$	9,832
Regulatory liabilities:
Deferred cost of fuel used in electric generation⁽¹⁾	$	1	$	58
Provision for future cost of removal and AROs⁽¹⁵⁾		183		183
Reserve for refunds to electric utility customers⁽¹⁶⁾		422		128
Reserve for future credits to Virginia electric customers⁽¹⁷⁾		—		120
Cost-of-service impact of 2017 Tax Reform Act⁽¹⁸⁾		—		12
Income taxes refundable through future rates⁽¹⁹⁾		140		124
Monetization of guarantee settlement⁽²⁰⁾		67		67
Commodity derivatives⁽²¹⁾		106		9
Other		140		108
Regulatory liabilities-current		1,059		809
Income taxes refundable through future rates⁽¹⁹⁾		4,274		4,376
Provision for future cost of removal and AROs⁽¹⁵⁾		2,321		2,150
Nuclear decommissioning trust⁽²²⁾		1,958		1,719
Monetization of guarantee settlement⁽²⁰⁾		848		903
Reserve for refunds to electric utility customers⁽¹⁶⁾		480		540
Overrecovered other postretirement benefit costs⁽²³⁾		97		111
Other		368		388
Regulatory liabilities-noncurrent		10,346		10,187
Total regulatory liabilities	$	11,405	$	10,996

(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 gas costs at regulated gas operations, which are recovered 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. See Note 13 for more information.

(5)	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.

(6)

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, 2020 for more information.

(7)	Reflects current portion of amounts to be recovered through retail rates in Virginia for payments Virginia Power expects to make to PJM through 2026 under the terms of a FERC settlement agreement in May 2018 resolving a PJM cost allocation matter.

(8)	Reflects amounts from the early retirements of certain coal- and oil-fired generating units to be amortized through 2023 in accordance with the proposed settlement of the 2021 Triennial Review. See Note 13 for additional information.

(9)	For jurisdictions subject to cost-based rate regulation, changes in the fair value of derivative instruments result in the recognition of regulatory assets or regulatory liabilities as they are expected to be recovered from or refunded to customers.

(10)	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.

(11)

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, 2021.

(12)

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.

(13)

During the second quarter of 2021, DESC recorded a charge of $237 million ($178 million after-tax) in impairment of assets and other charges to write-off the balance of a regulatory asset that is no longer probable of recovery under the settlement agreement approved in DESC’s retail electric base rate case. See Note 13 for more information.

(14)

Primarily reflects legislation enacted in Virginia in 2019, which requires any CCR asset located at certain Virginia Power stations to be closed by removing the CCR to an approved landfill or through beneficial reuse. These deferred costs are expected to be collected over a period between 15 and 18 years commencing December 2021 through Rider CCR. Virginia Power is entitled to collect carrying costs once expenditures have been made. See Note 13 for additional information.

(15)

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. Reflects an increase of $66 million associated with the revision of certain gas distribution pipeline AROs in the third quarter of 2021. See Note 2 for more information.

(16)

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, 2020 for more information. Also reflects amounts to be refunded to jurisdictional retail electric customers in Virginia associated with the proposed settlement of the 2021 Triennial Review. See Note 13 for additional information.

(17)	Represents a reserve related to the expected use of a CCRO in accordance with the GTSA associated with the 2021 Triennial Review. See Note 13 for additional 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, 2020 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, 2020 for more information.

(21)	For jurisdictions subject to cost-based rate regulation, changes in the fair value of derivative instruments result in the recognition of regulatory assets or regulatory liabilities as they are expected to be recovered from or refunded to customers.

(22)

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.

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

	September 30, 2021		December 31, 2020
(millions)
Virginia Power
Regulatory assets:
Deferred cost of fuel used in electric generation⁽¹⁾	$	147	$	—
Deferred rider costs⁽²⁾		49		98
Deferred nuclear refueling outage costs⁽³⁾		70		53
PJM transmission rates⁽⁴⁾		9		71
Deferred early plant retirement charges⁽⁵⁾		226		—
Derivatives⁽⁶⁾		153		40
Other		36		33
Regulatory assets-current		690		295
Deferred rider costs⁽²⁾		442		311
Interest rate hedges⁽⁷⁾		540		733
Ash pond and landfill closure costs⁽⁸⁾		2,361		2,301
Deferred cost of fuel used in electric generation⁽¹⁾		139		—
Deferred early plant retirement charges⁽⁵⁾		282		—
Other		177		164
Regulatory assets-noncurrent		3,941		3,509
Total regulatory assets	$	4,631	$	3,804
Regulatory liabilities:
Deferred cost of fuel used in electric generation⁽¹⁾	$	1	$	58
Provision for future cost of removal⁽⁹⁾		152		152
Reserve for refunds to Virginia electric customers⁽¹⁰⁾		299		—
Reserve for future credits to Virginia electric customers⁽¹¹⁾		—		120
Income taxes refundable through future rates⁽¹²⁾		54		54
Derivatives⁽⁶⁾		92		8
Other		87		33
Regulatory liabilities-current		685		425
Income taxes refundable through future rates⁽¹²⁾		2,356		2,404
Nuclear decommissioning trust⁽¹³⁾		1,958		1,719
Provision for future cost of removal⁽⁹⁾		1,042		980
Deferred cost of fuel used in electric generation⁽¹⁾		—		54
Reserve for refunds to Virginia electric customers⁽¹⁰⁾		31		—
Other		173		181
Regulatory liabilities-noncurrent		5,560		5,338
Total regulatory liabilities	$	6,245	$	5,763

(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. See Note 13 for more information.

(3)	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.

(4)	Reflects current portion of amounts to be recovered through retail rates in Virginia for payments Virginia Power expects to make to PJM through 2026 under the terms of a FERC settlement agreement in May 2018 resolving a PJM cost allocation matter.

(5)	Reflects amounts from the early retirements of certain coal- and oil-fired generating units to be amortized through 2023 in accordance with the proposed settlement of the 2021 Triennial Review. See Note 13 for additional information.

(6)	For jurisdictions subject to cost-based rate regulation, changes in the fair value of derivative instruments result in the recognition of regulatory assets or regulatory liabilities as they are expected to be recovered from or refunded to customers.

(7)

(8)

(9)	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.

(10)	Reflects amounts to be refunded to jurisdictional retail electric customers in Virginia associated with the proposed settlement of the 2021 Triennial Review. See Note 13 for additional information.

(11)	Represents a reserve related to the expected use of a CCRO in accordance with the GTSA associated with the 2021 Triennial Review. See Note 13 for additional information.

(12)

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.

(13)

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.

At September 30, 2021, Dominion Energy and Virginia Power regulatory assets include $4.5 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.

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, 2020.

Virginia Regulation

2021 Triennial Review

In March 2021, Virginia Power filed its base rate case and accompanying schedules in support of the 2021 Triennial Review. In its filing, Virginia Power did not request an increase in base rates for generation and distribution services and proposed that base rates remain at their existing level. Virginia Power’s earnings test analysis, as filed, demonstrates it earned a combined ROE of 10.85% on its generation and distribution services for the test period, before accounting for forgiven customer balances. Pursuant to Virginia legislation, forgiven customer balances are excluded from the cost of service in determining test period revenues as part of the 2021 Triennial Review. To the extent that the Virginia Commission determines total earnings for the test period to be above Virginia Power’s authorized earnings band, the forgiven balance amounts are offset against the available revenues in the determination of any customer bill credits, or utilization of a CCRO. Test period earnings may be further reduced by Virginia Commission approved investment amounts in qualifying solar or wind generation facilities or electric distribution grid transformation projects that Virginia Power elects to include as a CCRO under the GTSA. In its filing, Virginia Power elected to utilize $26 million of the Coastal Virginia Offshore Wind Pilot project investment as a CCRO to offset available revenues. The Virginia Commission will determine whether Virginia Power’s earnings for the test period, considered as a whole, were within 70 basis points above or below the authorized ROE of 9.2%. Should the Virginia Commission determine that there are additional available revenues for earnings sharing, then Virginia Power has contingently elected to offset those revenues with additional Virginia Commission approved qualifying CCRO investments. The Virginia Commission will also authorize an ROE for Virginia Power that will be applied to Virginia Power’s riders prospectively and that will also be utilized to measure base rate earnings as of January 1, 2021. Virginia Power has requested authorization of an ROE of 10.8% based on Virginia Power’s current cost of equity. Pursuant to the Regulation Act, Virginia Power’s authorized ROE shall not be set lower than the average of either (i) the returns reported for the three previous years by not less than a majority of comparable utilities in the Southeastern U.S., with certain limitations as described in the Regulation Act, or (ii) the authorized returns that are set by the applicable regulatory commissions for the same select peer group. In May 2021, Virginia Power filed supplemental

testimony to reflect updated test period earnings, including an earned ROE of 10.42%, before accounting for forgiven customer balances, and that no amount of eligible CCRO is necessary to be elected to be utilized.

In the third and fourth quarters of 2020, Virginia Power recorded a net charge of $130 million related to the use of a CCRO in accordance with the GTSA, including a charge of $200 million ($149 million after-tax) in the third quarter of 2020, included in impairment of assets and other charges (benefits) in its Consolidated Statements of Income. In the first quarter of 2021, Virginia Power recorded a benefit of $130 million ($97 million after-tax) in impairment of assets and other charges (benefits) in its Consolidated Statements of Income to adjust its reserve related to the use of a CCRO in accordance with the GTSA.

In October 2021, Virginia Power, the Virginia Commission staff and other parties filed a comprehensive settlement agreement with the Virginia Commission for approval. The comprehensive settlement agreement provides for $330 million in one-time refunds to customers made up of $255 million over a 6-month period and $75 million over three years, a $50 million going-forward base rate reduction and an authorized ROE of 9.35%. Additionally, Virginia Power has agreed to utilize $309 million of qualifying CCRO investments in the CVOW Pilot Project, deployment of AMI and a Customer Information Platform to offset available earnings and to amortize through 2023 the early retirement charges for coal- and oil-fired generation units recorded in 2019 and 2020. This matter is pending.

In connection with the proposed settlement agreement, Virginia Power recorded in the third quarter of 2021 a $350 million ($261 million after-tax) charge for refunds to be provided to customers in operating revenues in its Consolidated Statements of Income as well as a $549 million ($409 million after-tax) benefit primarily from the establishment of a regulatory asset associated with the early retirements of certain coal- and oil-fired generating units and a $318 million ($237 million after-tax) charge for CCRO benefits provided to customers in impairment of assets and other charges (benefits) in its Consolidated Statements of Income. The amounts recorded reflect the impact related to jurisdictional customers as a result of the 2021 Triennial Review as well as the impact on certain non-jurisdictional customers which follow Virginia Power’s jurisdictional customer rate methodology.

Utility Disconnection Moratorium Legislation

In November 2020, legislation was enacted in Virginia relating to the moratorium on utility disconnections during the COVID-19 pandemic and resulted in Virginia Power forgiving Virginia jurisdictional retail electric customer balances that were more than 30 days past due as of September 30, 2020. As a result, Virginia Power recorded a charge of $127 million in the fourth quarter of 2020. In connection with the Virginia 2021 budget process, in the first quarter of 2021 Virginia Power recorded a charge of $76 million ($56 million after-tax) in impairment of assets and other charges (benefits) in its Consolidated Statements of Income for Virginia jurisdictional retail electric customer balances that were more than 30 days past due as of December 31, 2020 that Virginia Power is required to forgive. These forgiven customer balances are factored into Virginia Power’s 2021 Triennial Review as discussed above.

Grid Transformation and Security Act of 2018

In June 2021, Virginia Power filed a petition with the Virginia Commission for approval of a plan for electric distribution grid transformation projects as authorized by the GTSA. The plan includes 14 projects covering six components: (i) smart meters; (ii) customer information platform; (iii) grid improvement projects; (iv) physical and cyber security; (v) telecommunications infrastructure and (vi) customer education (Phase II). For Phase II, the total proposed capital investment during 2022 – 2023 is $669 million and the proposed operations and maintenance investment is $110 million. This matter is pending.

Virginia Fuel Expenses

In May 2021, Virginia Power filed its annual fuel factor with the Virginia Commission to recover an estimated $1.4 billion in Virginia jurisdictional projected fuel expenses for the rate year beginning July 1, 2021 and $72 million of estimated net under-recovered balances through June 30, 2021. In June 2021, the Virginia Commission approved the annual fuel factor.

Renewable Generation Projects

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 in 2022. In October 2020, Virginia Power filed an application with the Virginia Commission for CPCNs to construct and operate these projects as part of its efforts to meet the renewable generation development requirements under the VCEA. In April 2021, the Virginia Commission approved the application.

In September 2021, Virginia Power filed a petition with the Virginia Commission for CPCNs to construct and operate 13 utility-scale projects totaling approximately 661 MW of solar generation and 70 MW of energy storage as part of its efforts to meet the renewable generation development requirements under the VCEA. The projects are expected to cost approximately $1.4 billion in the aggregate, excluding financing costs, and be placed into service between 2022 and 2023. This matter is pending.

In November 2021, Virginia Power filed an application with the Virginia Commission requesting approval and certification of the Virginia Facilities component of the CVOW Commercial Project. The onshore Virginia Facilities have an estimated cost of approximately $1.1 billion, excluding financing costs, which is included within the overall cost of the CVOW Commercial Project. In addition, Virginia Power requested approval from the Virginia Commission to enter into financial hedges with U.S. financial institutions to mitigate the foreign currency exchange risk associated with certain supplier contracts associated with the CVOW Commercial Project. This matter is pending.

Nuclear Life Extension Program

In October 2021, Virginia Power filed a petition with the Virginia Commission requesting a determination that it is reasonable and prudent for Virginia Power to pursue a nuclear life extension program to extend the operating licenses of Surry and North Anna and to carry out projects to upgrade or replace systems and equipment necessary to continue to safely and reliably operate these nuclear power stations. The nuclear life extension program is expected to cost approximately $3.9 billion, excluding financing costs. This matter is pending.

Riders

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

•

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. In February 2021, the Virginia Commission approved the filing.

In June 2021, Virginia Power proposed a $96 million total revenue requirement consisting of $61 million for previously approved phases and $35 million for phase six costs for Rider U for the rate year beginning April 1, 2022. This total revenue requirement represents a $16 million increase over the previous year. This matter is pending.

•

Pursuant to Virginia legislation, Virginia Power can recover the costs related to the closure of CCR units. In February 2021, Virginia Power filed for approval of Rider CCR with a proposed $216 million revenue requirement for the rate year beginning December 1, 2021. In October 2021, the Virginia Commission approved the filing.

•

In October 2020, Virginia Power applied for approval of Rider CE associated with Grassfield Solar, Norge Solar and Sycamore Solar described above. In April 2021, the Virginia Commission approved a $10 million revenue requirement for the rate year beginning June 1, 2021.

•

The Virginia Commission previously approved Rider T1 concerning transmission rates. In May 2021, Virginia Power proposed a $874 million total revenue requirement consisting of $493 million for the transmission component of Virginia Power’s base rates and $381 million for Rider T1 for the rate year beginning September 1, 2021. This total revenue requirement represents a $190 million decrease versus the revenues to be produced during the rate year under current rates. In August 2021, the Virginia Commission approved the filing.

•

Pursuant to the VCEA, Virginia Power can recover costs of compliance with the mandatory renewable portfolio standard program. In December 2020, Virginia Power filed for approval of Rider RPS with a proposed $13 million revenue requirement for the rate year beginning August 1, 2021. In July 2021, the Virginia Commission approved the filing.

•

The Virginia Commission previously approved Rider GV relating to Greensville County. In June 2021, Virginia Power proposed a biennial update procedure for Rider GV with two consecutive rate years. The filing proposed a revenue requirement of $142 million for the rate year beginning April 1, 2022 and a revenue requirement of $127 million for the rate year beginning April 2023. This matter is pending.

•

The Virginia Commission previously approved Rider R relating to Bear Garden. In June 2021, Virginia Power proposed a biennial update procedure for Rider R with two consecutive rate years. The filing proposed a revenue requirement of $59 million for the rate year beginning April 1, 2022 and a revenue requirement of $55 million for the rate year beginning April 1, 2023. This matter is pending.

•

The Virginia Commission previously approved Rider S relating to Virginia City Hybrid Energy Center. In June 2021, Virginia Power proposed a biennial update procedure for Rider S with two consecutive rate years. The filing proposed a revenue requirement of $192 million for the rate year beginning April 1, 2022 and a revenue requirement of $191 million for the rate year beginning April 1, 2023. This matter is pending.

•

Pursuant to Virginia legislation, Virginia Power can recover costs associated with participating in a market-based carbon trading program consistent with RGGI. In August 2021, the Virginia Commission approved Rider RGGI with a $168 million revenue requirement for the rate year beginning September 1, 2021, however, subsequently in August 2021, the Virginia

Commission issued an order granting reconsideration and suspended its order approving the revenue requirement. This matter is pending.

•

Pursuant to Virginia legislation, Virginia Power can recover costs associated with electric distribution grid transformation projects that the Virginia Commission has approved as authorized by the GTSA. In August 2021, Virginia Power filed for approval of Rider GT with a proposed $56 million revenue requirement for the rate year beginning June 1, 2022. This matter is pending.

•

The Virginia Commission previously approved Riders C1A, C2A and C3A in connection with cost recovery for DSM programs. In December 2020, 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 $162 million cost cap, and proposed a total $78 million revenue requirement for the rate year beginning September 1, 2021. Virginia Power also requested approval to establish a new Rider C4A in connection with cost recovery for DSM programs. In September 2021, the Virginia Commission approved a total revenue requirement of $74 million, which represents a $14 million increase over the previous year. The Virginia Commission also established Rider C4A.

•

In September 2021, Virginia Power applied for approval of Rider CE associated with solar generation and energy storage projects requested for approval in September 2021, solar generation projects approved in April 2021 and certain small-scale solar projects with a proposed $71 million total revenue requirement for the rate year beginning May 1, 2022. This total revenue requirement represents a $61 million increase over the previous year. This matter is pending.

•

The Virginia Commission previously approved Rider BW relating to Brunswick County power station. In October 2021, Virginia Power proposed a biennial update procedure for Rider BW with two consecutive rate years. The filing proposed a revenue requirement of $145 million for the rate year beginning September 1, 2022 and a revenue requirement of $120 million for the rate year beginning September 1, 2023. This matter is pending.

•

In October 2021, Virginia Power filed a petition with the Virginia Commission for Rider SNA associated with costs relating to the preparation of the applications for subsequent license renewal to the NRC to extend the operating licenses of Surry and North Anna and related projects. Virginia Power requested approval of a cost recovery of approximately $1.2 billion through Rider SNA for the first phase of nuclear life extension program which includes investments through 2024 and proposed a $109 million revenue requirement for the rate year beginning September 1, 2022. This matter is pending.

•

In November 2021, Virginia Power filed an application with the Virginia Commission requesting approval of Rider OSW associated with costs incurred to construct, own and operate the CVOW Commercial Project. The filing proposed a revenue requirement of $79 million for the rate year beginning September 1, 2022. 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 B

June 2020

February 2021

April 2021

)

Rider GV

June 2020

February 2021

April 2021

153

Rider R

June 2020

February 2021

April 2021

Rider S

June 2020

February 2021

April 2021

194

)

Rider W

June 2020

February 2021

April 2021

120

Rider US-3

July 2020

March 2021

June 2021

Rider US-4

July 2020

March 2021

June 2021

Rider BW

October 2020

July 2021

September 2021

113

Rider US-2

October 2020

July 2021

September 2021

—

Rider E

January 2021

September 2021

November 2021

(18

)

Rider B

June 2021

Pending

April 2022

)

Rider W

June 2021

Pending

April 2022

121

Rider US-3

August 2021

Pending

June 2022

Rider US-4

August 2021

Pending

June 2022

Rider US-2

October 2021

Pending

September 2022

Electric Transmission Projects

Description and Location

of Project

Application

Date

Approval

Date

Type of

Line

Miles of

Lines

Cost Estimate

(millions)

Rebuild Clubhouse-Dry Bread Line and Dry Bread-Lakeview Line in Greensville County, Virginia

November 2020

July 2021

230 kV

Elmont-Ladysmith rebuild and related projects in the Counties of Hanover and Caroline, Virginia

April 2021

Pending

500 kV

Beaumeade-Belmont reconductor and rebuild projects in the County of Loudoun, Virginia

May 2021

Pending

230 kV

Extension to Cloud Switching Station and Easters Switching Station in the County of Mecklenburg, Virginia

June 2021

Pending

230 kV

105

North Carolina Regulation

Virginia Power North Carolina Fuel Filing

In August 2021, Virginia Power submitted its annual filing to the North Carolina Commission to adjust the fuel component of its electric rates. Virginia Power updated its filing in October 2021 to reflect the increased commodity cost of fuel and proposed a total $26 million increase to the fuel component of its electric rates for the rate year beginning February 1, 2022. This matter is pending.

PSNC Base Rate Case

In April 2021, PSNC filed its general rate case application, direct testimony, exhibits, and schedules with the North Carolina Commission. PSNC proposed a non-fuel, base rate increase of $53 million to be effective November 1, 2021. After considering the benefits of the 2017 Tax Reform Act, the net revenue increase to customers would be approximately $42 million. The base rate increase was proposed to recover the significant investment in infrastructure to serve a growing customer base, improve safety and reliability of the transmission and distribution system and enhance energy efficiency and sustainability. The proposed rates would provide for an ROE of 10.25% compared to the currently authorized ROE of 9.7%.

In October 2021, PSNC, the North Carolina Commission public staff and certain other parties of record filed a stipulation of settlement with the North Carolina Commission for approval. The stipulation of settlement provides for a non-fuel, base rate increase of $29 million effective November 1, 2021, based on an ROE of 9.60%. The net revenue increase to customers, after considering the amortization of the previously deferred benefits of the 2017 Tax Reform Act, would be $4 million in the initial rate year, $23 million for the following rate year and then $25 million beginning for the third through fifth rate years. In addition, the stipulation of settlement provides for the recovery, over four years, of $106 million of operation and maintenance costs which PSNC has incurred and deferred through June 2021 to comply with federal standards for pipeline integrity and safety. In November 2021, PSNC implemented temporary rates consistent with the stipulation of settlement. If the North Carolina Commission deems the temporary rates excessive in the final order, the excess amount along with interest will be refunded to customers. 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 September 2021, the North Carolina Commission approved PSNC’s request to increase the integrity management annual revenue requirement to $34 million, an increase of $1 million over its previous filing, effective October 2021.

Rider D

Rider D allows PSNC to recover from customers all prudently incurred gas costs and certain related uncollectible expenses as well as losses on negotiated gas and transportation sales. In September 2021, PSNC submitted a filing with the North Carolina Commission for a $61 million gas cost increase. The North Carolina Commission approved the filing in September 2021 with rates effective October 2021.

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%, based on an adjusted test year data, 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% established in the previous rate case in 2012. In January 2021, the South Carolina Commission approved a

proposal made by the South Carolina Office of Regulatory Staff, and agreed to by DESC and other intervenors, to stay the base rate case due to the current economic conditions and to allow the parties more time to negotiate a settlement with a final order to be issued no later than August 2021.

In July 2021, DESC, the South Carolina Office of Regulatory Staff and other parties of record filed a comprehensive settlement agreement with the South Carolina Commission for approval. The comprehensive settlement agreement provides for a non-fuel, base rate increase of $62 million (resulting in a net increase of $36 million after considering an accelerated amortization of certain excess deferred income taxes) commencing with bills issued on September 1, 2021 and an authorized earned ROE of 9.50%. Additionally, DESC has agreed to commit up to $15 million to forgive retail electric customer balances that were more than 60 days past due as of May 31, 2021, and provide $15 million for energy efficiency upgrades and critical health and safety repairs to customer homes. Pursuant to the comprehensive settlement agreement, DESC would not file a retail electric base rate case prior to July 1, 2023, such that new rates would not be effective prior to January 1, 2024, absent unforeseen extraordinary economic or financial conditions that may include changes in corporate tax rates. In July 2021, the South Carolina Commission approved the comprehensive settlement agreement and issued its final order in August 2021.

In connection with this matter, in the second quarter of 2021, Dominion Energy recorded charges of $249 million ($187 million after-tax) reflected within impairment of assets and other charges (benefits), including $237 million of regulatory assets associated with DESC’s purchases of its first mortgage bonds during 2019 that are no longer probable of recovery under the settlement agreement, and $18 million ($14 million after-tax) reflected within other income in its Consolidated Statements of Income.

DSM Programs

DESC has approval for a DSM rider through which it recovers expenditures related to its DSM programs. In January 2021, DESC filed an application with the South Carolina Commission seeking approval to recover $48 million of costs and net lost revenues associated with these programs, along with an incentive to invest in such programs. In April 2021, the South Carolina Commission approved the filing. In connection with the approval of the comprehensive settlement agreement in the South Carolina base rate case discussed above, the net lost revenue component of the DSM rider was adjusted resulting in a recovery of $43 million commencing with bills issued on September 1, 2021.

Cost of Fuel

DESC’s retail electric rates include a cost of fuel component approved by the South Carolina Commission which may be adjusted periodically to reflect changes in the price of fuel purchased by DESC. In February 2021, DESC filed a proposal with the South Carolina Commission to increase the total fuel cost component of retail electric rates. DESC’s proposed adjustment would increase annual base fuel component recoveries by $36 million and is designed to recover DESC’s current base fuel costs, net of the existing over-collected balance, over the 12-month period beginning with the first billing cycle of May 2021. In addition, DESC proposed a decrease to its variable environmental component and an increase to its distributed energy resource component. In April 2021, the South Carolina Commission approved the filing.

Natural Gas Rates

In June 2021, DESC filed with the South Carolina Commission its monitoring report for the 12-month period ended March 31, 2021 with a total revenue requirement of $426 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 2021. In October 2021, the South Carolina Commission issued an order approving a total revenue requirement of $424 million effective with the first billing cycle of November 2021. This represents a $7 million overall annual increase to DESC’s natural gas rates.

Ohio Regulation

PIR Program

In 2008, East Ohio began PIR, aimed at replacing approximately 25% of its pipeline system. In April 2021, the Ohio Commission approved East Ohio’s application to adjust the PIR cost recovery rates for 2020 costs. The filing reflects gross plant investment for 2020 of $178 million, cumulative gross plant investment of $2.0 billion and an annual revenue requirement of $243 million.

CEP Program

In 2011, East Ohio began CEP which enables East Ohio to defer depreciation expense, property tax expense and carrying costs associated with CEP investments. In April 2021, East Ohio filed an application requesting approval to adjust the CEP cost recovery rates for 2019 and 2020 costs. The filing reflects gross plant investment for 2019 of $137 million, gross plant investment for 2020 of $99 million, cumulative gross plant investment of $957 million and a revenue requirement of $119 million. This matter is pending.

UEX Rider

East Ohio has approval for a UEX Rider through which it recovers the bad debt expense of most customers not participating in the PIPP Plus Program. The UEX Rider is adjusted annually to achieve dollar for dollar recovery of East Ohio’s actual write-offs of uncollectible amounts. In July 2021, the Ohio Commission approved East Ohio’s application to adjust its UEX Rider to reflect an

increased annual revenue requirement of $20 million to provide for an under-recovered accumulated bad debt expense of $7 million as of March 31, 2021, and recovery of net bad debt expense projected to total $13 million for the twelve-month period ending March 2022.

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%. In July 2021, the West Virginia Commission approved a non-fuel, base rate increase of $13 million for rates effective July 2021 with an ROE of 9.54%. In August 2021, Hope filed a petition for reconsideration with the West Virginia Commission regarding certain return calculations included in the July 2021 approval order.

PREP

In May 2021, Hope filed a PREP application with the West Virginia Commission requesting approval to recover PREP costs related to $54 million and $56 million of projected capital investment for 2021 and 2022, respectively. The application also includes a true-up of PREP costs related to the 2020 actual capital investment of $34 million and sets forth $9 million of annual PREP costs to be recovered in proposed rates effective November 1, 2021. In October 2021, the West Virginia Commission approved the request.

Utah Regulation

Purchased Gas

In May 2021, the Utah Commission approved Questar Gas’ request for a $43 million gas cost increase with rates effective June 2021.

In October 2021, the Utah Commission approved Questar Gas’ request for an $83 million gas cost increase with rates effective November 2021.

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, 2020.

Dominion Energy’s Consolidated Statements of Income include $58 million and $147 million for the three and nine months ended September 30, 2021, respectively, and $61 million and $146 million for the three and nine months ended September 30, 2020, respectively, of rental revenue included in operating revenue. Dominion Energy’s Consolidated Statements of Income include $29 million and $87 million for the three and nine months ended September 30, 2021, respectively, and $26 million and $76 million for the three and nine months ended September 30, 2020, 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 provided equity and had obtained financing commitments from debt investors, totaling $465 million, to fund the estimated project costs. In March 2021, Dominion Energy notified the lessor of its intention to terminate the leasing arrangement effective April 2021. As a result, Dominion Energy recorded a charge of $71 million ($53 million after-tax) in the first quarter of 2021, included in impairments of assets and other charges in its Consolidated Statements of Income, primarily for amounts required to be repaid to the lessor.

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, 2020.

Dominion Energy

Dominion Energy’s Consolidated Balance Sheets include $264 million presented in current liabilities held for sale at September 30, 2021 as well as $32 million presented in securities due within one year and $239 million presented in long-term debt at December 31, 2020, for 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 nonregulated solar facilities.

Virginia Power

Virginia Power purchased shared services from DES, an affiliated VIE, of $89 million and $81 million for the three months ended September 30, 2021 and 2020, respectively, and $278 million and $260 million for the nine months ended September 30, 2021 and 2020, respectively. Virginia Power’s Consolidated Balance Sheets include amounts due to DES of $24 million and $175 million at September 30, 2021 and December 31, 2020, 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

In June 2021, Dominion Energy amended its $6.0 billion joint revolving credit facility to provide for a discount in the pricing of certain annual fees and amounts borrowed by Dominion Energy under the facility if Dominion Energy achieves certain annual renewable electric generation and diversity and inclusion objectives. In addition, the amended facility incorporates certain administrative changes with respect to the anticipated transition from LIBOR to an alternative benchmark rate. The key financial covenants are unchanged from the previous facility.

At September 30, 2021, 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⁾

6,000

3,494

2,407

(1)

This credit facility matures in June 2026, with the potential to be extended by the borrowers to June 2028, 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.

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, 2021, the sub-limits for DESC and Questar Gas were $500 million and $250 million, respectively.

In January 2021, DESC and GENCO applied to FERC for a two-year short-term borrowing authorization. In March 2021, FERC granted DESC authority through March 2023 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 2021, FERC granted GENCO authority through March 2023 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, Dominion Energy also has a credit facility which allows Dominion Energy to issue up to approximately $30 million in letters of credit and matures in June 2022. At September 30, 2021 and December 31, 2020, Dominion Energy had $29 million and $30 million in letters of credit outstanding under this agreement, respectively.

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 both September 30, 2021 and December 31, 2020, no amounts were outstanding under either of these facilities.

In March 2020, Dominion Energy entered into a $900 million 364-Day Revolving Credit Agreement that bore interest at a variable rate. At December 31, 2020, $225 million was outstanding under the agreement. In March 2021, the agreement reached maturity and Dominion Energy repaid the outstanding borrowed amount in full.

In July 2021, Dominion Energy entered into an approximately $1.3 billion term loan credit agreement following the termination of the Q-Pipe Transaction as discussed in Note 3.

Dominion Energy has an effective shelf registration statement with the SEC for the sale of up to $3.0 billion of variable denomination floating rate demand notes, called Dominion Energy Reliability Investment^SM as disclosed in Note 17 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2020. At September 30, 2021 and December 31, 2020, Dominion Energy’s Consolidated Balance Sheets include $391 million and $268 million, respectively, with respect to such notes 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 Dominion Energy’s $6.0 billion joint revolving credit facility, as amended in June 2021. The facility can be used for working capital, as support for the combined commercial paper programs of Virginia Power, Dominion Energy, Questar Gas and DESC and for other general corporate purposes.

At September 30, 2021, Virginia Power’s share of commercial paper and letters of credit outstanding under the joint revolving credit facility with Dominion Energy, Questar Gas and DESC was as follows:

Facility

Limit⁽¹⁾

Outstanding

Commercial

Paper

Outstanding

Letters of

Credit

(millions)

Joint revolving credit facility⁽¹⁾

6,000

896

(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 pursuant to the terms of the facility but can be changed at the option of the borrowers multiple times per year. At September 30, 2021, the sub-limit for Virginia Power was $1.75 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 June 2026, with the potential to be extended by the borrowers to June 2028. The credit facility 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.

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 March 2021, PSNC issued, through private placement, $150 million of 3.10% senior notes that mature in 2051.

In April 2021, Dominion Energy issued $600 million of 1.45% senior notes and $500 million of 3.30% senior notes that mature in 2026 and 2041, respectively.

In June 2021, Dominion Energy entered into a $900 million Sustainability Revolving Credit Agreement. This supplemental credit facility, which matures in June 2024 and bears interest at a variable rate, offers a reduced interest rate margin with respect to borrowed amounts allocated to certain environmental sustainability or social investment initiatives. Proceeds of the supplemental credit facility also may be used for general corporate purposes, but such proceeds are not eligible for a reduced interest rate margin. At September 30, 2021, $900 million was outstanding under the supplemental credit facility. The proceeds from these borrowings were used to support environmental sustainability and social investment initiatives ($250 million) and for general corporate purposes ($650 million). The maximum allowed total debt to total capital ratio under this supplemental credit facility is consistent with such allowed ratio under Dominion Energy’s joint revolving credit facility.

In July 2021, DESC redeemed the remaining principal outstanding of $30 million of its 3.22% first mortgage bonds, plus accrued interest. The bonds would have otherwise matured in October 2021.

In July 2021, Dominion Energy redeemed the remaining principal outstanding of $400 million of its 2.0% senior notes, plus accrued interest. The notes would have otherwise matured in August 2021.

In August 2021, Dominion Energy issued $1.0 billion of 2.25% senior notes that mature in 2031. The proceeds from this offering will be used to finance and/or refinance, in whole or in part, existing and future expenditures associated with the development, construction, acquisition and operation of certain solar projects.

In August 2021, Dominion Energy redeemed the remaining principal outstanding of $800 million of its July 2016 hybrids, which matured in 2076 and were listed on the NYSE under the symbol DRUA. Expenses related to the early redemption of the hybrids were $23 million reflected within interest and related charges in the Consolidated Statements of Income for the three and nine months ended September 30, 2021.

In August 2021, Questar Gas issued through private placements $125 million of 2.21% senior notes and $125 million of 3.15% senior notes that mature in 2031 and 2051, respectively.

In November 2021, Virginia Power provided notice to redeem its 2.95% senior notes, which would have otherwise matured in January 2022, at the remaining principal outstanding of $450 million plus accrued interest.

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. As a result of this noncash financing activity with an embedded interest rate swap, 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 as discussed in Note 18 to the Companies’ Annual Report on Form 10-K for the year ended December 31, 2020. In August 2021, Dominion Energy settled certain of the outstanding interest rate swaps which would have otherwise matured in December 2024, resulting in a $39 million reduction in other long-term debt.

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. As a result of this noncash financing activity with an embedded interest rate swap, 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 as discussed in Note 18 to the Companies’ Annual Report on Form 10-K for the year ended December 31, 2020.

Preferred Stock

Dominion Energy is authorized to issue up to 20 million shares of preferred stock, which may be designated into separate classes. At both September 30, 2021 and December 31, 2020, Dominion Energy had issued and outstanding 2.4 million shares of preferred stock, 1.6 million and 0.8 million of which were designated as the Series A Preferred Stock and the Series B Preferred Stock, respectively.

Dominion Energy recorded dividends of $7 million ($4.375 per share) for both the three months ended September 30, 2021 and 2020, and $21 million ($13.125 per share) for both the nine months ended September 30, 2021 and 2020, on the Series A Preferred Stock. Dominion Energy also recorded dividends of $9 million ($11.625 per share) for both the three months ended September 30, 2021 and 2020, and $27 million ($34.875 per share) for both the nine months ended September 30, 2021 and 2020, on Series B Preferred Stock. The stock purchase contract liability associated with Dominion Energy’s 2019 Equity Units was $65 million and $129 million at September 30, 2021 and December 31, 2020, respectively. Stock purchase contract payments of $64 million and $62 million were made during the nine months ended September 30, 2021 and 2020, respectively. 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.

There have been no significant changes to Dominion Energy’s Series A Preferred Stock and Series B Preferred Stock as described in Note 19 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2020, other than the item described below.

Series A Preferred Stock – Conversion Settlement Modification

In November 2021, Dominion Energy’s Articles of Incorporation were amended to require that any conversion of its Series A Preferred Stock be settled, at Dominion Energy’s election, either entirely in cash or in cash up to the first $1,000 per share and in shares of Dominion Energy common stock, cash or any combination thereof for any amounts in excess of $1,000 per share. As a result of establishing a minimum amount to be settled in cash if the holders elect to convert the Series A Preferred Stock, $1.6 billion will be reclassified from equity to mezzanine equity in the fourth quarter of 2021.

Issuance of Common Stock

Dominion Energy recorded, net of fees and commissions, $292 million from the issuance of 4 million shares of common stock for the nine months ended September 30, 2021 and $481 million from the issuance of 6.2 million shares of common stock for the nine months ended September 30, 2020, through various programs including Dominion Energy Direct® and employee savings plans, as well as settlements of litigation as described in Note 20 to the Consolidated Financial Statements to the Companies’ Annual Report on Form 10-K for the year ended December 31, 2020.

In July 2021, Dominion Energy issued 1.4 million shares of its common stock, valued at $104 million, to satisfy DESC’s obligation under a settlement agreement for the FILOT litigation discussed in Note 17.

In August 2021, Dominion Energy issued 0.6 million shares of its common stock, valued at $45 million, to satisfy DESC’s obligation for the initial payment under a settlement agreement with the SCDOR discussed in Note 17.

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 August 2020, Dominion Energy entered into sales agency agreements to effect sales under an at-the-market program as discussed in Note 20 to the Consolidated Financial Statements in the Companies’ Annual Report Form 10-K for the year ended December 31, 2020. As of September 30, 2021, Dominion Energy has not issued any shares or entered into any forward sale agreements under this program.

Repurchase of Common Stock

In November 2020, the Board of Directors authorized the repurchase of up to $1.0 billion of Dominion Energy’s common stock in addition to the $3.0 billion repurchase program authorized in July 2020 and completed in December 2020 as discussed in Note 20 to the Consolidated Financial Statements in the Companies’ Annual Report Form 10-K for the year ended December 31, 2020.

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, which was ultimately completed in November 2020. 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 represented 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. As a result, Dominion Energy recorded a reduction to common stock of $1.5 billion during the third quarter of 2020.

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

Dominion Energy did not repurchase any shares of common stock during the nine months ended September 30, 2021.

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

The CAA, as amended, is a comprehensive program utilizing a broad range of regulatory tools to protect and preserve the nation's air quality. At a minimum, states are required to establish regulatory programs to meet applicable requirements of the CAA. However, states may choose to develop regulatory programs that are more restrictive. Many of the Companies’ facilities are subject to the CAA’s permitting and other requirements.

Ozone Standards

The EPA published final non-attainment designations for the October 2015 ozone standard in June 2018 with states required 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.

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 regulated GHG emissions from existing coal-fired power plants pursuant to Section 111(d) of the CAA and required states to develop plans by July 2022 establishing unit-specific performance standards for existing coal-fired power plants. In January 2021, the U.S. Court of Appeals for the D.C. Circuit vacated the ACE Rule and remanded it to the EPA. This decision would take effect upon issuance of the court’s mandate. In March 2021, the court issued a partial mandate vacating and remanding all parts of the ACE Rule except for the portion of the ACE Rule that repealed the Clean Power Plan. In October 2021, the U.S. Supreme Court agreed to hear a challenge of the U.S. Court of Appeals for the D.C. Circuit’s decision on the ACE Rule. While the EPA has stated its intention to replace the ACE Rule, it is unknown at this time if or how the EPA will issue a replacement for the ACE Rule and how that replacement will affect the Companies’ operations, financial condition and/or cash flows.

Carbon Regulations

In August 2016, the EPA issued a draft rule proposing to reaffirm that a source’s obligation to obtain a PSD or Title V permit for GHGs is triggered only if such permitting requirements are first triggered by non-GHG, or conventional, pollutants that are regulated by the New Source Review program, and exceed a significant emissions rate of 75,000 tons per year of CO₂ equivalent emissions. Until the EPA ultimately takes final action on this rulemaking, the Companies cannot predict the impact to their results of operations, financial condition and/or cash flows.

In December 2018, the EPA proposed revised Standards of Performance for Greenhouse Gas Emissions from New, Modified, and Reconstructed Stationary Sources. The proposed rule would amend the previous determination that the best system of emission reduction for newly constructed coal-fired steam generating units is no longer partial carbon capture and storage. Instead, the proposed revised best system of emission reduction for this source category is the most efficient demonstrated steam cycle (e.g., supercritical steam conditions for large units and subcritical steam conditions for small units) in combination with best operating practices. In January 2021, the EPA published a final rule affirming that fossil fuel-fired electric generating units meet the requirement that a source category “significantly contribute” to endangering air pollution for the purposes of regulating GHG emissions from new, modified and reconstructed stationary sources. The January 2021 rule also established a threshold for the “significant contribution” threshold that would have meant that no other source category, such as oil and gas facilities, petroleum refineries, and boilers, would meet that requirement at this time. In April 2021, the U.S. Court of Appeals for the D.C. Circuit granted an unopposed motion by the EPA to vacate and remand the January 2021 rule. The proposed revision to the performance standards for coal-fired steam generating units remains pending. 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.

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 15 and nine facilities, respectively, that are subject to the final regulations. Dominion Energy is also working with the EPA and state regulatory agencies to assess the applicability of Section 316(b) to eight hydroelectric facilities, including three Virginia Power facilities. The Companies anticipate that they may have to install impingement control technologies at certain of these stations that have once-through cooling systems. The Companies are currently evaluating the need or potential for entrainment controls under the final rule as these decisions will be made on a case-by-case basis after a thorough review of detailed biological, 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 12 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 remediation plans associated with three sites, including one at Virginia Power, and expects to commence remediation activities in 2021 or 2022 depending on receipt of final permits and approvals. At September 30, 2021 and December 31, 2020, Dominion Energy had $40 million and $42 million, respectively, and Virginia Power had $25 million and $26 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 12 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, 2021 and December 31, 2020 include reserves of $196 million and $208 million, respectively, included within other current liabilities, and insurance receivables of $41 million and $8 million, respectively, included within other receivables. During the nine months ended September 30, 2021, Dominion Energy’s Consolidated Statements of Income include charges of $100 million ($75 million after-tax), included within impairment of assets and other charges. 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.

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). The plaintiffs alleged, 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. In December 2018, the State Court of Common Pleas in Hampton County entered an order granting preliminary approval of a class action settlement. The court entered an order granting final approval of the settlement in June 2019, which became effective in July 2019. The settlement agreement, contingent upon the closing of the SCANA Combination, provided that SCANA and DESC establish an escrow account and proceeds from the escrow account would be distributed to the plaintiffs, 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 plaintiffs estimated 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. 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, which was completed by DESC in October 2020.

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 were substantially similar to those in the DESC Ratepayer Case. 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 provided that Dominion Energy and Santee Cooper establish a fund for the benefit of class members in the amount of $520 million, of which Dominion Energy’s portion was $320 million of shares of Dominion Energy common stock. 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 were 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 alleged, 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. 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 alleged, 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 December 2019, the parties executed a settlement agreement pursuant to which SCANA would pay $192.5 million, up to $32.5 million of which could be satisfied through the issuance of shares of Dominion Energy common stock, subject to court approval. 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, and granted final approval in July 2020. In March 2020, SCANA funded an escrow account with $160 million in cash and paid the balance of $32.5 million in cash in August 2020 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 (the State Court Derivative Case). 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. In November 2020, SCANA filed a petition of certiorari with the Supreme Court of South Carolina seeking appellate review of the denial of SCANA’s motion to dismiss. This petition was denied in June 2021. Also in June 2021, the parties reached an agreement in principle in the amount of $33 million to resolve this matter, subject to court approval. This settlement was reached in contemplation of and will be utilized to satisfy a portion of the Federal Court Merger Case and the State Court Merger Case discussed below.

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, 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 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 (the Federal Court Merger Case). 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. In June 2021, the parties reached an agreement in principle in the amount of $63 million to resolve this matter as well as the State Court Merger Case described below, subject to court approval. This settlement was reached in contemplation of and will be partially satisfied by the State Court Derivative Case settlement described above.

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 State Court Merger Case). 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. In June 2021, the parties reached an agreement in principle as described above relating to this matter as well as the Federal Court Merger Case and the State Court Derivative Case.

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 January 2021, the U.S. District Court for the District of South Carolina granted summary judgment in favor of SCANA, DESC, Fluor Corporation and Fluor Enterprises, Inc. In February 2021, the plaintiffs filed a notice of appeal with the U.S. Court of Appeals for the Fourth Circuit. This case is pending.

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. This case is 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. In July 2021, the parties executed a settlement agreement requiring DESC to pay $99 million, which could be satisfied in either cash or shares of Dominion Energy common stock. Also in July 2021, the State Court of Common Pleas in Fairfield County, South Carolina approved the settlement. In July 2021, Dominion Energy issued 1.4 million shares of Dominion Energy common stock to satisfy DESC’s obligation under the settlement agreement.

Governmental Proceedings and Investigations

In June 2018, DESC received a notice of proposed assessment of approximately $410 million, excluding interest, from the SCDOR following its audit of DESC’s sales and use tax returns for the periods September 1, 2008 through December 31, 2017. The proposed assessment, which includes 100% of the NND Project, is based on the SCDOR’s position that DESC’s sales and use tax exemption for the NND Project does not apply because the facility will not become operational. In December 2020, the parties reached an agreement in principle in the amount of $165 million to resolve this matter. In June 2021, the parties executed a settlement agreement which allows DESC to fund the settlement amount through a combination of cash, shares of Dominion Energy common stock or real estate with an initial payment of at least $43 million in shares of Dominion Energy common stock. In August 2021, Dominion Energy issued 0.6 million shares of its common stock to satisfy DESC’s obligation for the initial payment under the settlement agreement.

In 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. In December 2020, the U.S. District Court for the District of

South Carolina issued an order approving the settlement which required 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 were deemed satisfied by the settlements in the SCANA Securities Class Action and the DESC Ratepayer Case. SCANA paid the civil penalty in December 2020. The SEC civil action against two former executive officers of SCANA remains pending and is currently subject to a stay granted by the court in June 2020 at the request of the U.S. Attorney’s Office for the District of South Carolina.

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. Another 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 November 2020 and entered guilty pleas in the U.S. District Court for the District of South Carolina and in South Carolina state court in February 2021. As a result of the pleas, Dominion Energy has terminated indemnity for these former executive officers related to these two cases.

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 that would exceed the portion of the Toshiba Settlement allocated for such balances within the SCANA Merger Approval Order recorded in regulatory liabilities on Dominion Energy’s Consolidated Balance Sheets.

Nuclear Operations

Nuclear Insurance

Other than the items discussed below, there have been no significant changes regarding the Companies’ nuclear insurance as described in Note 23 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2020.

In March 2021, the total liability protection per nuclear incident available to all participants in the Secondary Financial Protection Program decreased from $13.8 billion to $13.7 billion. In June 2021, the total liability protection per nuclear incident available to all participants in the Secondary Financial Protection Program decreased from $13.7 billion to $13.5 billion. These decreases do not impact Dominion Energy’s responsibility per active unit under the Price-Anderson Amendments Act of 1988.

Effective June 2021, Dominion Energy reduced the levels of nuclear property insurance coverage for each of the reactor sites at Millstone, North Anna and Surry from $1.70 billion to the NRC minimum requirement of $1.06 billion. As a result of this reduction in nuclear property insurance coverage, Dominion Energy and Virginia Power’s maximum retrospective premium assessment for the current annual policy period was reduced to $76 million and $35 million, respectively.

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, 2020, 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

Upon the closing of the GT&S Transaction, Dominion Energy retained its four guarantees related to Cove Point, an equity method investment, in support of terminal services, transportation and construction. Two of the Cove Point guarantees have a cumulative maximum exposure of $1.9 billion while the other two guarantees have no maximum limit. No amounts related to these guarantees have been recorded.

In addition, at September 30, 2021, Dominion Energy had issued an additional $25 million of guarantees, primarily to support third parties. No amounts related to these 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, 2021, Dominion Energy had issued the following subsidiary guarantees:

	Maximum Exposure
(millions)
Commodity transactions⁽¹⁾	$	1,892
Nuclear obligations⁽²⁾		242
Solar⁽³⁾		463
Other⁽⁴⁾		1,254
Total⁽⁵⁾	$	3,851

(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)	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.

(4)

Guarantees related to other miscellaneous contractual obligations such as leases, environmental obligations, construction projects and insurance programs. Also includes guarantees entered into by Dominion Energy RNG Holdings II, Inc. on behalf of a subsidiary to facilitate construction of renewable natural gas facilities. Due to the uncertainty of workers’ compensation claims, the parental guarantee has no stated limit.

(5)	Excludes Dominion Energy's guarantees for the new corporate office property and an offshore wind installation vessel discussed in Note 15 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2020.

Additionally, at September 30, 2021, Dominion Energy had purchased $169 million of surety bonds, including $95 million at Virginia Power, and authorized the issuance of letters of credit by financial institutions of $99 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, 2020

At September 30, 2021, Dominion Energy’s credit exposure totaled $177 million, primarily related to price risk management activities. Of this amount, investment grade counterparties, including those internally rated, represented 91%. No single counterparty, whether investment grade or non-investment grade, exceeded $51 million of exposure. At September 30, 2021, Virginia Power’s exposure related to wholesale customers totaled $10 million. Of this amount, investment grade counterparties, including those internally rated, represented 80%. No single counterparty, whether investment grade or non-investment grade, exceeded $4 million of exposure.

Credit-Related Contingent Provisions

Certain 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, 2021 and December 31, 2020, Dominion Energy would have been required to post $102 million and $14 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 $90 million and $1 million of collateral at September 30, 2021 and December 31, 2020, respectively, related to derivatives with credit-related contingent provisions that are in a liability position and not fully collateralized with cash. 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 $192 million and $15 million at September 30, 2021 and December 31, 2020, respectively, which does not include the impact of any offsetting asset positions.

Certain of Virginia Power’s derivative instruments contain credit-related contingent provisions. These provisions require Virginia Power to provide collateral upon the occurrence of specific events, primarily a credit rate 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, 2021 and December 31, 2020, Virginia Power would have been required to post an additional $40 million and $2 million, respectively of additional collateral to its counterparties. The collateral that would be required to be posted includes the impacts of any offsetting asset position and any amounts already posted for derivatives and non-derivative contracts, per contractual terms. Virginia Power had posted $79 million of collateral at September 30, 2021 related to derivatives with credit-related contingent provisions that are in a liability position and not fully collateralized with cash. No such amounts were posted at December 31, 2020. 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 $119 million and $2 million at September 30, 2021 and December 31, 2020, respectively, which does not include the impact of any offsetting asset positions.

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, 2021, Virginia Power’s derivative assets and liabilities with affiliates were $63 million and $2 million, respectively. At December 31, 2020, Virginia Power’s derivative assets and liabilities with affiliates were $3 million and $22 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, 2020. At September 30, 2021 and December 31, 2020, 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 $500 million and $436 million, respectively. At September 30, 2021 and December 31, 2020, 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 $412 million and $354 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,
	2021		2020		2021		2020
(millions)
Commodity purchases from affiliates	$	219	$	135	$	526	$	450
Services provided by affiliates⁽¹⁾		116		108		363		343
Services provided to affiliates		6		5		15		14

(1)	Includes capitalized expenditures of $39 million for both the three months ended September 30, 2021 and 2020, and $121 million and $107 million for the nine months ended September 30, 2021 and 2020, respectively.

Virginia Power has borrowed funds from Dominion Energy under short-term borrowing arrangements. There were $310 million and $380 million in short-term demand note borrowings from Dominion Energy as of September 30, 2021 and December 31, 2020, respectively. Virginia Power had no outstanding borrowings, net of repayments, under the Dominion Energy money pool for its nonregulated subsidiaries as of September 30, 2021 and December 31, 2020. Interest charges related to Virginia Power’s borrowings from Dominion Energy were immaterial for the three and nine months ended September 30, 2021 and 2020.

There were no issuances of Virginia Power’s common stock to Dominion Energy for the three and nine months ended September 30, 2021 and 2020.

Note 20. Employee Benefit Plans

Net Periodic Benefit (Credit) Cost

The service cost component of net periodic benefit (credit) cost is reflected in other operations and maintenance expense in Dominion Energy’s Consolidated Statements of Income, except for $3 million and $12 million for the three and nine months ended September 30, 2020, respectively, presented in discontinued operations. The non-service cost components of net periodic 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
	2021			2020			2021			2020
(millions)
Three Months Ended September 30,
Service cost	$	43		$	45		$	6		$	8
Interest cost		80			82			11			15
Expected return on plan assets		(209	)		(197	)		(43	)		(39	)
Amortization of prior service cost (credit)		—			(1	)		(11	)		(12	)
Amortization of net actuarial loss		48			58			1			1
Settlements ⁽¹⁾		—			3			—			—
Net periodic benefit credit	$	(38	)	$	(10	)	$	(36	)	$	(27	)
Nine Months Ended September 30,
Service cost	$	127		$	131		$	18		$	22
Interest cost		238			263			35			45
Expected return on plan assets		(625	)		(582	)		(130	)		(117	)
Amortization of prior service cost (credit)		—			—			(32	)		(37	)
Amortization of net actuarial loss		145			155			3			4
Settlements ⁽¹⁾		5			5			—			—
Net periodic benefit credit	$	(110	)	$	(28	)	$	(106	)	$	(83	)

(1)	2021 amounts relate primarily to the Dominion Energy executive nonqualified pension plan. 2020 amounts related primarily to Dominion Energy’s sale of substantially all of its gas transmission and storage operations to BHE.

Employer Contributions

During the three and nine months ended September 30, 2021, Dominion Energy made no contributions to its qualified defined benefit pension plans or other postretirement benefit plans. Dominion Energy is not required to make any contributions to its qualified defined benefit pension plans or to VEBAs associated with its other postretirement plans in 2021. Dominion Energy considers voluntary contributions from time to time, either in the form of cash or equity securities.

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	Nonregulated electric generation fleet	X
	Noncontrolling interest in Cove Point	X

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

(2)	Includes renewable natural gas operations as well as 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 presented in discontinued operations, which are discussed in Note 3.

In the nine months ended September 30, 2021, Dominion Energy reported after-tax net expenses of $642 million in the Corporate and Other segment, including $492 million of after-tax net expenses for specific items with $617 million of after-tax net expenses attributable to its operating segments. In the nine months ended September 30, 2020, Dominion Energy reported after-tax net expenses of $3.6 billion in the Corporate and Other segment, including $3.4 billion of after-tax net expenses for specific items with $1.3 billion of after-tax net expenses attributable to its operating segments.

The net expenses for specific items attributable to Dominion Energy’s operating segments in 2021 primarily related to the impact of the following items:

•	A $447 million ($336 million after-tax) loss related to economic hedging activities, attributable to Contracted Assets;

•	$266 million ($199 million after-tax) of charges associated with the settlement of the South Carolina electric base rate case, attributable to Dominion Energy South Carolina;

•	A $151 million ($112 million after-tax) loss from an unbilled revenue reduction at Virginia Power, attributable to Dominion Energy Virginia;

•	A $119 million ($89 million after-tax) net charge associated with the proposed settlement of the 2021 Triennial Review, attributable to Dominion Energy Virginia;

•	A $77 million ($57 million after-tax) charge for the forgiveness of Virginia retail electric customer accounts in arrears pursuant to Virginia’s 2021 budget process, attributable to Dominion Energy Virginia;

•	A $70 million ($53 million after-tax) charge associated with litigation acquired in the SCANA Combination, attributable to Dominion Energy South Carolina;

•	A $68 million ($50 million after-tax) charge associated with storm damage and service restoration in Virginia Power’s service territory, attributable to Dominion Energy Virginia; and

•	A $44 million ($35 million after-tax) charge related to a revision in estimated recovery of spent nuclear fuel costs associated with the decommissioning of Kewaunee, attributable to Contracted Assets; partially offset by

•	A $309 million ($248 million after-tax) gain related to investments in nuclear decommissioning trust funds, attributable to:

•

Contracted Assets ($218 million after-tax) and;

•

Dominion Energy Virginia ($30 million after-tax); and

•	A $130 million ($97 million after-tax) benefit for a change in the expected CCRO to be provided to Virginia retail electric customers under the GTSA, attributable to Dominion Energy Virginia.

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 nonregulated 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 CCRO to be provided to Virginia retail electric utility customers under the GTSA, attributable to Dominion Energy Virginia.

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, 2021
Total revenue from external customers	$	2,333		$	372	$	799	$	265	$	(612	)	$	18		$	3,175
Intersegment revenue		(3	)		1		1		17		221			(236	)		1
Total operating revenue		2,330			373		800		282		(391	)		(218	)		3,176
Net income from discontinued operations		—			—		—		—		65			—			65
Net income (loss) attributable to Dominion Energy		599			69		151		119		(284	)		—			654
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
Nine Months Ended September 30, 2021
Total revenue from external customers	$	6,072		$	1,800	$	2,230	$	790	$	(857	)	$	46		$	10,081
Intersegment revenue		(10	)		4		5		55		686			(737	)		3
Total operating revenue		6,062			1,804		2,235		845		(171	)		(691	)		10,084
Net income from discontinued operations		—			—		—		—		119			—			119
Net income (loss) attributable to Dominion Energy		1,464			415		337		373		(642	)		—			1,947
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	)

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.

In the nine months ended September 30, 2021, Virginia Power reported after-tax net expenses of $118 million in the Corporate and Other segment, including $186 million of after-tax net expenses for specific items all of which was attributable to its operating segment. In the nine months ended September 30, 2020, Virginia Power reported after-tax net expenses of $792 million in the Corporate and Other segment, including $815 million of after-tax net expenses for specific items all of which was attributable to its operating segment.

The net expenses for specific items attributable to Virginia Power’s operating segment in 2021 primarily related to the impact of the following items:

•	A $151 million ($112 million after-tax) loss from an unbilled revenue reduction;

•	A $119 million ($89 million after-tax) net charge associated with the proposed settlement of the 2021 Triennial Review;

•	A $77 million ($57 million after-tax) charge for the forgiveness of Virginia retail electric customer accounts in arrears pursuant to Virginia’s 2021 budget process; and

•	A $68 million ($50 million after-tax) charge associated with storm damage and service restoration in its service territory; partially offset by

•	A $130 million ($97 million after-tax) benefit for a change in the expected CCRO to be provided to Virginia retail electric customers under the GTSA.

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 Virginia Power electric generation facilities and a $200 million ($149 million after-tax) charge for the expected CCRO to be provided to Virginia retail electric utility customers under the GTSA.

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, 2021
Operating revenue	$	2,326	$	(350	)	$	1,976
Net income (loss)		601		(45	)		556
Three Months Ended September 30, 2020
Operating revenue	$	2,248	$	—		$	2,248
Net income (loss)		615		(140	)		475
Nine Months Ended September 30, 2021
Operating revenue	$	6,048	$	(501	)	$	5,547
Net income (loss)		1,462		(118	)		1,344
Nine Months Ended September 30, 2020
Operating revenue	$	5,983	$	—		$	5,983
Net income (loss)		1,477		(792	)		685

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 and global supply chains;

•	Federal, state and local legislative and regulatory developments, including changes in or interpretations of 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;

•	Risks and uncertainties that may impact the Companies’ ability to develop and construct the CVOW Commercial Project within the currently proposed timeline, or at all, and consistent with current cost estimates along with the ability to recover such costs from customers;

•	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 nonregulated 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 completing the sales of the Q-Pipe Group and Kewaunee, 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;

•	Fluctuations in currency exchange rates of the Euro or Danish Krone associated with the CVOW Commercial Project;

•	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, 2020 and in Part II. Item 1A. Risk Factors in this report.

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, 2021, 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, 2020 and in the Companies’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2021. The policies disclosed included the accounting for regulated operations, AROs, income taxes, accounting for derivative contracts and financial instruments at fair value, use of estimates in goodwill impairment testing, use of estimates in long-lived asset and equity method investment impairment testing, employee benefit plans and held for sale classification.

Dominion Energy

Results of Operations

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

	2021		2020			$ Change
(millions, except EPS)
Third Quarter
Net income attributable to Dominion Energy	$	654	$	356		$	298
Diluted EPS		0.79		0.41			0.38
Year-To-Date
Net income (loss) attributable to Dominion Energy	$	1,947	$	(1,083	)	$	3,030
Diluted EPS		2.35		(1.38	)		3.73

Overview

Third Quarter 2021 vs. 2020

Net income attributable to Dominion Energy increased 84%, primarily due to the absence of charges associated with an impairment of interests in certain nonregulated solar generation facilities and the termination of a contract in connection with the sale of Fowler Ridge. In addition, there was a decrease in charges associated with Virginia Power’s 2021 Triennial Review. These increases were partially offset by a decrease in net investment earnings on nuclear decommissioning trust funds and increased unrealized losses on economic hedging activities.

Year-To-Date 2021 vs. 2020

Net income attributable to Dominion Energy increased $3.0 billion, primarily due to the absence of charges associated with the cancellation of the Atlantic Coast Pipeline Project and related portions of the Supply Header Project which are presented in discontinued operations, the planned early retirements of certain electric generation facilities in Virginia, an impairment of interests in certain nonregulated solar generation facilities and the termination of a contract in connection with the sale of Fowler Ridge. In addition, there was an increase in net investment earnings on nuclear decommissioning trust funds and a decrease in charges

associated with Virginia Power’s 2021 Triennial Review. These increases were partially offset by charges associated with the settlement of the South Carolina electric base rate case and increased unrealized losses on economic hedging activities.

Analysis of Consolidated Operations

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

	Third Quarter									Year-To-Date
	2021			2020			$ Change			2021		2020			$ Change
(millions)
Operating revenue	$	3,176		$	3,607		$	(431	)	$	10,084	$	10,651		$	(567	)
Electric fuel and other energy-related purchases		703			594			109			1,740		1,758			(18	)
Purchased electric capacity		26			23			3			62		36			26
Purchased gas		60			37			23			665		561			104
Other operations and maintenance		924			977			(53	)		2,806		2,720			86
Depreciation, depletion and amortization		621			595			26			1,833		1,751			82
Other taxes		223			203			20			702		663			39
Impairment of assets and other charges (benefits)		(222	)		1,151			(1,373	)		194		1,963			(1,769	)
Earnings (loss) from equity method investees		69			(5	)		74			214		—			214
Other income		133			286			(153	)		732		327			405
Interest and related charges		407			306			101			978		1,136			(158	)
Income tax expense (benefit)		35			(110	)		145			200		(123	)		323
Net income (loss) from discontinued operations including noncontrolling interests		65			19			46			119		(1,753	)		1,872
Noncontrolling interests		12			(225	)		237			22		(157	)		179

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

Third Quarter 2021 vs. 2020

Operating revenue decreased 12%, primarily reflecting:

•	A $350 million decrease for refunds to be provided to retail electric customers in Virginia associated with the proposed settlement of the 2021 Triennial Review;

•	A $261 million decrease associated with market prices affecting Millstone, including economic hedging impacts of net realized and unrealized losses on freestanding derivatives ($295 million);

•	A $44 million decrease in sales to electric utility retail customers, primarily due to a decrease in cooling degree days;

•	A $19 million decrease associated with settlements of economic hedges of certain Virginia Power regulated electric sales; and

•	A $19 million decrease from Virginia Power riders.

These decreases were partially offset by:

•	A $131 million increase in the fuel cost components included in utility rates as a result of an increase in commodity costs associated with sales to electric utility retail customers ($104 million) and gas utility customers ($27 million);

•	A $47 million increase in sales to electric utility customers associated with economic and other usage factors;

•	A $27 million increase from gas utility capital cost riders; and

•	A $23 million increase in sales to electric utility retail customers associated with growth.

Electric fuel and other energy-related purchases increased 18%, primarily due to higher commodity costs for electric utilities, which are offset in operating revenue and do not impact net income.

Purchased gas increased 62%, primarily due to an increase in commodity costs for gas utilities, which are offset in operating revenue and do not impact net income.

Other operations and maintenance decreased 5%, primarily due to a decrease in certain Virginia Power expenditures which are primarily recovered through state- and FERC-regulated rates and do not impact net income ($35 million), a decrease in storm damage

and restoration costs in Virginia Power’s service territory ($22 million) and a decrease in merger and integration-related costs associated with the SCANA Combination ($16 million).

Other taxes increased 10%, primarily due to increased property taxes related to growth projects placed into service.

Impairment of assets and other charges (benefits) decreased $1.4 billion, primarily due to the absence of charges associated with certain nonregulated solar generation facilities ($665 million), the termination of a contract in connection with the sale of Fowler Ridge ($221 million) and litigation acquired in the SCANA Combination ($44 million). In addition, there was a decrease for a benefit from the establishment of a regulatory asset associated with the early retirements of certain coal- and oil-fired generating units associated with the proposed settlement of the 2021 Triennial Review ($549 million). These decreases were partially offset by increased charges for CCRO benefits provided to retail electric customers in Virginia associated with Virginia Power’s 2021 Triennial Review ($118 million).

Earnings from equity method investees increased $74 million, primarily due to an increase in equity method earnings from Cove Point following closing of the GT&S Transaction.

Other income decreased 53%, primarily due to a decrease in net investment gains on nuclear decommissioning trust funds ($204 million) partially offset by the absence of a charge for social justice commitments ($35 million) and an increase in non-service components of pension and other postretirement employee benefit plan credits ($33 million).

Interest and related charges increased 33%, primarily due to unrealized losses in 2021 as compared to unrealized gains in 2020 associated with freestanding derivatives ($83 million) and charges associated with the early redemption of certain securities in the third quarter of 2021 ($23 million), partially offset by the absence of borrowings in response to COVID-19 in 2020 ($18 million).

Income tax expense increased $145 million, primarily due to higher pre-tax income ($147 million) and the absence of prior year benefits including reductions in consolidated state deferred income taxes associated with gas transmission and storage operations ($45 million) and adjustments finalizing the effects of changes in tax status of certain subsidiaries in connection with the Dominion Energy Gas Restructuring ($24 million). These increases are partially offset by the absence of prior year income tax expense primarily associated with the impairment of nonregulated solar generating assets held in partnerships attributable to the noncontrolling interest ($55 million).

Net income from discontinued operations including noncontrolling interests increased $46 million, primarily due to the absence of charges associated with the Atlantic Coast Pipeline Project.

Noncontrolling interests increased $237 million, primarily due to the absence of impairments associated with certain nonregulated solar generation facilities ($267 million) partially offset by the closing of the GT&S Transaction in November 2020 ($32 million).

Year-To-Date 2021 vs. 2020

Operating revenue decreased 5%, primarily reflecting:

•	A $459 million decrease associated with market prices affecting Millstone, including economic hedging impacts of net realized and unrealized losses on freestanding derivatives ($515 million);

•	A $350 million decrease for refunds to be provided to retail electric customers in Virginia associated with the proposed settlement of the 2021 Triennial Review;

•	A $151 million decrease from an unbilled revenue reduction at Virginia Power;

•	A $49 million decrease as a result of the contribution of certain nonregulated natural gas retail energy contracts to Wrangler;

•	A $47 million decrease in PJM off-system sales;

•	A $29 million decrease in sales to electric utility customers associated with economic and other usage factors; and

•	A $24 million decrease associated with settlements of economic hedges of certain Virginia Power regulated electric sales.

These decreases were partially offset by:

•	A $164 million increase in the fuel cost component included in utility rates as a result of an increase in commodity costs associated with sales to gas utility customers ($130 million) and electric utility retail customers ($34 million);

•	A $90 million increase from gas utility capital cost riders;

•	A $65 million increase in sales to electric utility retail customers from an increase in heating degree days during the heating season ($85 million) partially offset by a decrease in cooling degree days during the cooling season ($20 million);

•	A $61 million increase in sales to electric utility retail customers associated with growth;

•	A $30 million increase from Virginia Power riders; and

•	A $30 million increase from the absence of planned outages at Millstone.

Electric fuel and other energy-related purchases decreased 1%, primarily due to a decrease in PJM off-system sales ($47 million), partially offset by higher commodity costs for electric utilities ($34 million), which are offset in operating revenue and do not impact net income.

Purchased electric capacity increased 72%, primarily due to an increase in expense related to the annual PJM capacity performance market effective June 2020 ($17 million) and an increase in expense related to the annual PJM capacity performance market effective June 2021 ($13 million).

Purchased gas increased 19%, primarily due to an increase in commodity costs for gas utilities, which are offset in operating revenue and do not impact net income.

Other operations and maintenance increased 3%, primarily reflecting:

•	A $45 million increase in costs of employer-provided healthcare;

•	A $44 million charge related to a revision in estimated recovery of spent nuclear fuel costs associated with the decommissioning of Kewaunee;

•	A $40 million increase in storm damage and restoration costs in Virginia Power’s service territory; and

•	A $40 million increase in outside services; partially offset by

•	A $39 million decrease in merger and integration-related costs associated with the SCANA Combination;

•	The absence of a $30 million charge associated with credit risk on customer accounts related to COVID-19; and

•	A $20 million decrease in outage costs.

Impairment of assets and other charges (benefits) decreased 90%, primarily reflecting:

•	The absence of a charge associated with the planned early retirements of certain electric generation facilities in Virginia ($747 million);

•	The absence of a charge associated with certain nonregulated solar generation facilities ($665 million);

•	A benefit from the establishment of a regulatory asset associated with the early retirements of certain coal- and oil-fired generating units associated with the proposed settlement of the 2021 Triennial Review ($549 million);

•	The absence of a contract termination charge in connection with the sale of Fowler Ridge ($221 million);

•	The absence of dismantling costs associated with certain Virginia Power electric generation facilities ($30 million); and

•	A decrease in charges for CCRO benefits provided to retail electric customers in Virginia associated with Virginia Power’s 2021 Triennial Review ($12 million); partially offset by

•	Charges associated with the settlement of the South Carolina electric base rate case ($249 million);

•	A charge for the forgiveness of Virginia retail electric customer accounts in arrears pursuant to Virginia’s 2021 budget process ($77 million);

•	A charge for corporate office lease termination ($62 million);

•	An increase in charges associated with litigation acquired in the SCANA Combination ($56 million); and

•	A charge for the write-off of nonregulated retail software development assets ($20 million).

Earnings from equity method investees increased $214 million, primarily due to an increase in equity method earnings from Cove Point following closing of the GT&S Transaction.

Other income increased $405 million, primarily due to an increase in net investment gains on nuclear decommissioning trust funds ($267 million), an increase in non-service components of pension and other postretirement employee benefit plan credits ($97 million), the absence of a charge for social justice commitments ($40 million), the absence of charges associated with litigation acquired in the SCANA Combination ($25 million) and an increase in AFUDC associated with rate-regulated projects ($22 million), partially offset by charges associated with the settlement of the South Carolina electric base rate case ($18 million).

Interest and related charges decreased 14%, primarily due to unrealized gains in 2021 compared to unrealized losses in 2020 associated with freestanding derivatives ($150 million), the absence of borrowings in response to COVID-19 in 2020 ($42 million) and the absence of charges associated with the early redemption of certain securities in the first quarter of 2020 ($31 million), partially offset by charges associated with the early redemption of certain securities in the third quarter of 2021 ($23 million).

Income tax expense increased $323 million, primarily due to higher pre-tax income ($345 million) and the absence of prior year benefits including reductions in consolidated state deferred income taxes associated with gas transmission and storage operations ($45 million) and adjustments finalizing the effects of changes in tax status of certain subsidiaries in connection with the Dominion Energy Gas Restructuring ($24 million). These increases are partially offset by the benefit of a state legislative change ($21 million) and

the absence of prior year expense primarily associated with the impairment of nonregulated solar generating assets held in partnerships attributable to the noncontrolling interest ($55 million).

Net income from discontinued operations including noncontrolling interests increased $1.9 billion, primarily due to a decrease in charges associated with the Atlantic Coast Pipeline Project and related portions of the Supply Header Project ($2.1 billion) partially offset by the absence of operations sold in the GT&S Transaction ($231 million).

Noncontrolling interests increased $179 million, primarily due to the absence of impairments associated with certain nonregulated solar generation facilities ($267 million) partially offset by the closing of the GT&S Transaction in November 2020 ($97 million).

Segment Results of Operations

Segment results include the impact of intersegment revenues and expenses, which may result in intersegment profit and loss. Presented below is a summary of contributions by Dominion Energy’s operating segments to net income (loss) attributable to Dominion Energy:

	Net Income (Loss) Attributable to Dominion Energy									Diluted EPS
	2021			2020			$ Change			2021			2020			$ Change
(millions, except EPS)
Third Quarter
Dominion Energy Virginia	$	599		$	613		$	(14	)	$	0.74		$	0.74		$	—
Gas Distribution		69			64			5			0.08			0.08			—
Dominion Energy South Carolina		151			157			(6	)		0.19			0.19			—
Contracted Assets		119			112			7			0.15			0.13			0.02
Corporate and Other		(284	)		(590	)		306			(0.37	)		(0.73	)		0.36
Consolidated	$	654		$	356		$	298		$	0.79		$	0.41		$	0.38

Year-To-Date
Dominion Energy Virginia	$	1,464		$	1,479		$	(15	)	$	1.81		$	1.77		$	0.04
Gas Distribution		415			375			40			0.52			0.45			0.07
Dominion Energy South Carolina		337			326			11			0.42			0.39			0.03
Contracted Assets		373			295			78			0.46			0.35			0.11
Corporate and Other		(642	)		(3,558	)		2,916			(0.86	)		(4.34	)		3.48
Consolidated	$	1,947		$	(1,083	)	$	3,030		$	2.35		$	(1.38	)	$	3.73

Dominion Energy Virginia

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

	Third Quarter							Year-To-Date
	2021		2020		% Change			2021		2020		% Change
Electricity delivered (million MWh)		24.0		23.8		1	%		65.0		63.3		3	%
Electricity supplied (million MWh):
Utility		24.1		24.2		—			65.5		66.4		(1	)
Non-Jurisdictional		0.3		0.2		50			0.8		0.5		60
Degree days (electric distribution and utility service area):
Cooling		1,176		1,256		(6	)		1,696		1,708		(1	)
Heating		—		19		(100	)		2,174		1,908		14
Average electric distribution customer accounts (thousands)		2,702		2,667		1			2,693		2,657		1

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

	Third Quarter 2021 vs. 2020 Increase (Decrease)						Year-To-Date 2021 vs. 2020 Increase (Decrease)
	Amount			EPS			Amount			EPS
(millions, except EPS)
Regulated electric sales:
Weather	$	(19	)	$	(0.02	)	$	46		$	0.05
Other		22			0.03			(18	)		(0.02	)
Rider equity return		16			0.02			26			0.03
Electric capacity		(8	)		(0.01	)		(21	)		(0.03	)
Planned outage costs		1			—			(13	)		(0.02	)
Depreciation and amortization		(12	)		(0.01	)		(23	)		(0.03	)
Renewable energy investment tax credits		(5	)		(0.01	)		(1	)		—
Other		(9	)		(0.02	)		(11	)		(0.01	)
Share accretion		—			0.02			—			0.07
Change in net income contribution	$	(14	)	$	—		$	(15	)	$	0.04

Gas Distribution

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

	Third Quarter							Year-To-Date
	2021		2020		% Change			2021		2020		% Change
Gas distribution throughput (bcf):
Sales		14		14		—	%		124		118		5	%
Transportation		216		188		15			705		628		12
Heating degree days (gas distribution service area):
North Carolina		6		31		(81	)		1,979		1,679		18
Ohio and West Virginia		40		90		(56	)		3,489		3,336		5
Utah, Wyoming and Idaho		49		54		(9	)		2,982		2,933		2
Average gas distribution customer accounts (thousands):
Sales		1,936		1,896		2			1,929		1,887		2
Transportation		1,126		1,125		—			1,133		1,123		1

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

	Third Quarter 2021 vs. 2020 Increase (Decrease)						Year-To-Date 2021 vs. 2020 Increase (Decrease)
	Amount			EPS			Amount			EPS
(millions, except EPS)
Regulated gas sales:
Weather	$	(1	)	$	—		$	2		$	—
Other		8			0.01			15			0.02
Rider equity return		8			0.01			29			0.03
Interest expense, net		(2	)		—			14			0.02
Other		(8	)		(0.02	)		(20	)		(0.02	)
Share accretion		—			—			—			0.02
Change in net income contribution	$	5		$	—		$	40		$	0.07

Dominion Energy South Carolina

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

	Third Quarter							Year-To-Date
	2021		2020		% Change			2021		2020		% Change
Electricity delivered (million MWh)		6.6		6.6		—	%		17.3		16.9		2	%
Electricity supplied (million MWh)		6.8		6.9		(1	)		18.1		17.6		3
Degree days (electric distribution service areas):
Cooling		448		597		(25	)		620		773		(20	)
Heating		—		—		—			839		610		38
Average electric distribution customer accounts (thousands)		769		756		2			765		748		2
Gas distribution throughput (bcf):
Sales		16		14		14			51		47		9
Average gas distribution customer accounts (thousands)		414		401		3			411		397		4

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

	Third Quarter 2021 vs. 2020 Increase (Decrease)						Year-To-Date 2021 vs. 2020 Increase (Decrease)
	Amount			EPS			Amount			EPS
(millions, except EPS)
Regulated electric sales:
Weather	$	(13	)	$	(0.02	)	$	2		$	—
Other		19			0.02			31			0.04
Capital cost rider		(2	)		—			(5	)		(0.01	)
Regulated gas sales		1			—			6			0.01
Interest expense, net		1			—			7			0.01
Other		(12	)		(0.01	)		(30	)		(0.03	)
Share accretion		—			0.01			—			0.01
Change in net income contribution	$	(6	)	$	—		$	11		$	0.03

Contracted Assets

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

	Third Quarter							Year-To-Date
	2021		2020		% Change			2021		2020		% Change
Electricity supplied (million MWh)		5.7		5.7		—	%		16.4		15.5		6	%

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

	Third Quarter 2021 vs. 2020 Increase (Decrease)					Year-To-Date 2021 vs. 2020 Increase (Decrease)
	Amount			EPS		Amount			EPS
(millions, except EPS)
Margin⁽¹⁾	$	(2	)	$	—	$	19		$	0.02
Planned outage costs		3			—		28			0.03
Renewable energy investment tax credits		—			—		23			0.03
Absence of contract associated with Fowler Ridge		3			—		14			0.02
Other		3			0.02		(6	)		(0.01	)
Share accretion		—			—		—			0.02
Change in net income contribution	$	7		$	0.02	$	78		$	0.11

(1)	Includes earnings associated with a 50% noncontrolling interest in Cove Point.

Corporate and Other

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

	Third Quarter									Year-To-Date
	2021			2020			$ Change			2021			2020			$ Change
(millions, except EPS)
Specific items attributable to operating segments	$	(303	)	$	(556	)	$	253		$	(617	)	$	(1,334	)	$	717
Specific items attributable to Corporate and Other segment		39			(4	)		43			125			(2,083	)		2,208
Total specific items		(264	)		(560	)		296			(492	)		(3,417	)		2,925
Other corporate operations:
Interest expense, net		(100	)		(95	)		(5	)		(317	)		(272	)		(45	)
Other		80			65			15			167			131			36
Total other corporate operations		(20	)		(30	)		10			(150	)		(141	)		(9	)
Total net expense	$	(284	)	$	(590	)	$	306		$	(642	)	$	(3,558	)	$	2,916
EPS impact	$	(0.37	)	$	(0.73	)	$	0.36		$	(0.86	)	$	(4.34	)	$	3.48

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. For the three months ended September 30, 2021, this primarily included $65 million net income of discontinued operations, primarily associated with the Q-Pipe Group, $17 million of after-tax charges associated with the early redemption of certain debt securities and an $11 million after-tax loss for derivative mark-to-market changes. For the nine months ended September 30, 2021, this primarily included $119 million net income of discontinued operations, primarily associated with the Q-Pipe Group, a $105 million after-tax benefit for derivative mark-to-market changes, $61 million of after-tax charges for workplace realignment, primarily related to a corporate office lease termination, $31 million of after-tax charges for merger and integration-related costs associated with the SCANA Combination and $17 million of after-tax charges associated with the early redemption of certain debt securities.

For the three months ended September 30, 2020, this primarily included $30 million of after-tax charges for social justice commitments, $11 million of after-tax charges for merger and integration-related costs associated with the SCANA Combination and $10 million of after-tax charges related to the effects of COVID-19, partially offset by $47 million after-tax income for derivative mark-to-market changes. For the nine months ended September 30, 2020, this primarily included $1.9 billion net loss of discontinued operations, including the results of operations of the entities included in the GT&S Transaction and Q-Pipe Group as well as charges associated with the cancellation of the Atlantic Coast Pipeline Project, $70 million of after-tax charges for merger and integration-related costs associated with the SCANA Combination, $30 million of after-tax charges for social justice commitments, $23 million of after-tax charges related to the effects of COVID-19 and $23 million of after-tax charges associated with the early redemption of certain debt securities.

Virginia Power

Results of Operations

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

	Third Quarter						Year-To-Date
	2021		2020		$ Change		2021		2020		$ Change
(millions)
Net income	$	556	$	475	$	81	$	1,344	$	685	$	659

Overview

Third Quarter 2021 vs. 2020

Net income increased 17%, primarily due to a decrease in charges associated with the 2021 Triennial Review.

Year-To-Date 2021 vs. 2020

Net income increased 96%, primarily due to the absence of charges related to the planned early retirements of certain electric generation facilities and a decrease in charges associated with the 2021 Triennial Review.

Analysis of Consolidated Operations

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

	Third Quarter								Year-To-Date
	2021			2020		$ Change			2021			2020			$ Change
(millions)
Operating revenue	$	1,976		$	2,248	$	(272	)	$	5,547		$	5,983		$	(436	)
Electric fuel and other energy-related purchases		515			424		91			1,270			1,282			(12	)
Purchased (excess) electric capacity		15			3		12			16			(14	)		30
Other operations and maintenance		470			525		(55	)		1,382			1,319			63
Depreciation and amortization		343			324		19			990			942			48
Other taxes		86			85		1			262			257			5
Impairment of assets and other charges (benefits)		(230	)		200		(430	)		(269	)		1,008			(1,277	)
Other income		21			34		(13	)		93			34			59
Interest and related charges		136			135		1			400			398			2
Income tax expense		106			111		(5	)		245			140			105

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

Third Quarter 2021 vs. 2020

Operating revenue decreased 12%, primarily reflecting:

•	A $350 million decrease for refunds to be provided to retail electric customers in Virginia associated with the proposed settlement of the 2021 Triennial Review;

•	A $26 million decrease in sales to retail customers, primarily due to a decrease in cooling degree days;

•	A $19 million decrease associated with settlements of economic hedges of certain regulated electric sales;

•	A $19 million decrease from riders; and

•	A $12 million decrease in PJM off-system sales.

These decreases were partially offset by:

•	A $92 million increase in the fuel cost component included in utility rates as a result of a net increase in commodity costs associated with sales to electric utility retail customers;

•	A $32 million increase in sales to electric utility retail customers associated with economic and other usage factors;

•	A $16 million increase in sales to electric utility retail customers associated with growth; and

•	An $11 million increase in sales to customers from non-jurisdictional solar generation facilities.

Electric fuel and other energy-related purchases increased 21%, primarily due to higher commodity costs for electric utilities ($92 million), which are offset in operating revenue and do not impact net income, partially offset by a decrease in PJM off-system sales ($12 million).

Purchased electric capacity increased $12 million, primarily due to an increase in expense related to the annual PJM capacity performance market effective June 2021.

Other operations and maintenance decreased 10%, primarily reflecting:

•	A $35 million decrease in certain expenses which are primarily recovered through state- and FERC-regulated rates and do not impact net income; and

•	A $22 million decrease in storm damage and service restoration costs; partially offset by

•	A $12 million increase in outside services.

Impairment of assets and other charges (benefits) decreased $430 million, due to a benefit from the establishment of a regulatory asset associated with the early retirements of certain coal- and oil-fired generating units associated with the proposed settlement of the 2021 Triennial Review ($549 million), partially offset by increased charges for CCRO benefits provided to retail electric customers in Virginia associated with the 2021 Triennial Review ($118 million).

Other income decreased 38%, primarily due to a decrease in net investment gains on nuclear decommissioning trust funds.

Income tax expense decreased 5%, primarily due to increased investment tax credits ($20 million) partially offset by higher pre-tax income ($14 million).

Year-To-Date 2021 vs. 2020

Operating revenue decreased 7%, primarily reflecting:

•	A $350 million decrease for refunds to be provided to retail electric customers in Virginia associated with the proposed settlement of the 2021 Triennial Review;

•	A $151 million decrease from an unbilled revenue reduction;

•	A $47 million decrease in PJM off-system sales;

•	A $45 million decrease in sales to electric utility retail customers associated with economic and other usage factors; and

•	A $24 million decrease associated with settlements of economic hedges of certain regulated electric sales.

These decreases were partially offset by:

•	A $62 million increase in sales to retail customers from an increase in heating degree days during the heating season ($68 million) partially offset by a decrease in cooling degree days during the cooling season ($6 million);

•	A $40 million increase in sales to electric utility retail customers associated with growth;

•	A $30 million increase from riders;

•	A $23 million increase in the fuel cost component included in utility rates as a result of a net increase in commodity costs associated with sales to electric utility retail customers; and

•	A $19 million increase in sales to customers from non-jurisdictional solar generation facilities.

Electric fuel and other energy-related purchases decreased 1%, primarily due to a decrease in PJM off-system sales ($47 million), partially offset by higher commodity costs for electric utilities ($23 million), which are offset in operating revenue and do not impact net income.

Purchased electric capacity increased $30 million, primarily due to an increase in expense related to the annual PJM capacity performance market effective June 2020 ($17 million) and an increase in expense related to the annual PJM capacity performance market effective June 2021 ($13 million).

Other operations and maintenance increased 5%, primarily reflecting:

•	A $40 million increase in storm damage and service restoration costs;

•	A $34 million increase in outside services;

•	A $21 million increase in salaries, wages and benefits;

•	A $18 million increase in planned outage costs; and

•	A $12 million increase in certain expenses which are primarily recovered through state- and FERC-regulated rates and do not impact net income; partially offset by

•	The absence of a $20 million charge associated with credit risk on customer accounts related to COVID-19; and

•	A $10 million reduction in bad debt expense due to the forgiveness of Virginia retail electric customer accounts in arrears pursuant to Virginia’s 2021 budget process.

Impairment of assets and other charges (benefits) decreased $1.3 billion, primarily reflecting:

•	The absence of charges associated with the planned early retirements of certain electric generation facilities ($747 million);

•	A benefit from the establishment of a regulatory asset associated with the early retirements of certain coal- and oil-fired generating units associated with the proposed settlement of the 2021 Triennial Review ($549 million);

•	The absence of charges for dismantling costs associated with certain electric generation facilities ($30 million); and

•	A decrease in charges for CCRO benefits provided to retail electric customers in Virginia associated with the 2021 Triennial Review ($12 million); partially offset by

•	A charge for the forgiveness of Virginia retail electric customer accounts in arrears pursuant to Virginia’s 2021 budget process ($77 million).

Other income increased $59 million, primarily due to an increase in net investment gains on nuclear decommissioning trust funds ($40 million) and an increase in AFUDC associated with rate-regulated projects ($19 million).

Income tax expense increased 75%, primarily due to higher pre-tax income ($171 million) partially offset by increased investment tax credits ($47 million) and the benefit of a state legislative change ($16 million).

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, 2021, Dominion Energy had $2.4 billion of unused capacity under its joint revolving credit facility.

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

	2021			2020
(millions)
Cash, restricted cash and equivalents at January 1	$	247		$	269
Cash flows provided by (used in):
Operating activities⁽¹⁾		3,535			4,810
Investing activities⁽²⁾		(6,607	)		(4,860	)
Financing activities⁽³⁾		3,092			339
Net increase in cash, restricted cash and equivalents		20			289
Cash, restricted cash and equivalents at September 30	$	267		$	558

(1)	Includes $172 million and $1.6 billion related to discontinued operations for 2021 and 2020, respectively.

(2)	Includes $(997) million and $(525) million related to discontinued operations for 2021 and 2020, respectively.

(3)	Includes $(174) million related to discontinued operations for 2020 and no amounts for 2021.

Operating Cash Flows

Net cash provided by Dominion Energy’s operating activities decreased $1.3 billion, including approximately $1.4 billion from discontinued operations. Net cash provided by continuing operations increased primarily due to distributions from Cove Point, the absence of a contract termination payment in connection with the sale of Fowler Ridge, decreases in severance payments primarily related to a voluntary retirement program and other changes in working capital items, partially offset by lower deferred fuel cost recoveries and increased margin deposits.

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.

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, 2020 and in Part II. Item 1A. Risk Factors in this report.

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, 2021 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⁾	$	83	$	—	$	83
Non-investment grade⁽²⁾		2		5		1
No external ratings:
Internally rated—investment grade⁽³⁾		80		2		78
Internally rated—non-investment grade⁽⁴⁾		15		26		15
Total⁽⁵⁾	$	180	$	33	$	177

(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 43% 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 41% of the total net credit exposure.

(4)	The five largest counterparty exposures, combined, for this category represented approximately 5% 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 the repayment of the Q-Pipe Transaction deposit and an increase in contributions to equity method affiliates including Atlantic Coast Pipeline, partially offset by a decrease in plant construction and other property additions and the absence of 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, 2020, 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, communication and offering processes under the Securities Act of 1933, as amended. The rules provide for a streamlined shelf registration process to provide registrants with timely access to capital. This allows Dominion Energy to use automatic shelf registration statements to register any offering of securities, other than those for exchange offers or business combination transactions.

Net cash provided by Dominion Energy's financing activities increased $2.8 billion primarily due to the absence of common stock repurchases and lower common stock dividend payments, partially offset by lower net issuances of debt.

Dominion Energy has an effective shelf registration statement with the SEC for the sale of up to $3.0 billion of variable denomination floating rate demand notes, called Dominion Energy Reliability Investment^SM. 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, 2021, Dominion Energy’s Consolidated Balance Sheets include $391 million with respect to such notes presented within short-term debt. The proceeds are used for general corporate purposes and to repay debt.

See Note 16 to the Consolidated Financial Statements for further information regarding Dominion Energy’s credit facilities, liquidity and significant financing transactions, including a $900 million Sustainability Revolving Credit Agreement entered into in June 2021, a $1.3 billion term loan credit agreement entered into in July 2021, the issuance of $1.0 billion of 2.25% senior notes in August 2021 and the redemption of the remaining principal outstanding of $800 million of its July 2016 hybrids in August 2021.

In November 2021, Dominion Energy received commitments from lenders for its subsidiary holding its noncontrolling interest in Cove Point to issue approximately $2.5 billion in long-term debt secured by its noncontrolling interest in Cove Point. The proceeds are expected to be utilized to repay portions of Dominion Energy’s long-term debt.

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, 2020, 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, 2021, 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, 2020, there is a discussion on the various covenants present in the enabling agreements underlying Dominion Energy’s debt. As of September 30, 2021, there have been no material changes to debt covenants, nor any events of default under Dominion Energy’s debt covenants.

Subsidiary Dividend Restrictions

As of September 30, 2021, there have been no material changes to the subsidiary dividend restrictions disclosed in MD&A in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2020.

Future Cash Payments for Contractual Obligations and Planned Capital Expenditures

As of September 30, 2021, 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, 2020.

Use of Off-Balance Sheet Arrangements

As of September 30, 2021, 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, 2020, with the exception of the matter disclosed in the Use of Off-Balance Sheet Arrangements section in MD&A in the Companies’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.

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, 2020, Future Issues and Other Matters in MD&A in the Companies’ Quarterly Report on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021 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, 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, 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, 2020 and Note 13 to the Consolidated Financial Statements in this report for additional information on various regulatory matters.

CVOW Commercial Project

In September 2019, Virginia Power filed applications with PJM for the CVOW Commercial Project and for certain approvals and rider recovery from the Virginia Commission in November 2021. The total cost of the project is estimated to be approximately $10 billion, excluding financing costs. Virginia Power’s estimate for the 2.6 GW project’s projected levelized cost of energy is approximately $80-90/MWh. Following a competitive procurement process, Virginia Power has entered into or is in the final stages of negotiating fixed price contracts for the major offshore construction and equipment components. The contracts include services denominated in currencies other than the U.S. dollar for approximately €2.9 billion and 3.9 billion kr., which have been included within the cost estimate above based on a spot price from the third quarter of 2021. In addition, certain of the fixed price contracts, approximately €0.7 billion, contain commodity indexing provisions linked to steel. As a result, any changes in applicable exchange rates or commodity indices could result in a change to the ultimate cost of the project. Virginia Power is evaluating hedging strategies, subject to approval by the Virginia Commission, to mitigate such risk. In addition, the offshore construction scope is expected to include an approximately 20-month lease contract with an affiliated entity, pending approval by the Virginia Commission, for the use of a Jones Act compliant offshore wind installation vessel currently under development. Virginia Power has completed the conceptual design phase for the project’s onshore electric transmission facilities and selected a recommended route with consideration given for resiliency and minimizing environmental impacts. Any changes to the onshore route necessitated during the receipt of various permitting approvals could result in upward pressure on the estimated cost of the project. Upon receiving approvals from the Virginia Commission and other permitting entities, Virginia Power anticipates commencing major construction activities in 2023 and the project is expected to be placed in service by the end of 2026. Virginia Power expects to incur approximately 80% of the project costs from 2023 through 2025. Through September 30, 2021, Virginia Power had incurred approximately $170 million of project costs. Virginia Power anticipates funding the project consistent with its approved debt to equity capitalization structure. The project is vital for Virginia Power to meet the renewable energy portfolio standard established in the VCEA and is consistent with the criteria within the VCEA for the construction of an offshore wind facility deemed to be in the public interest as well as the guidelines facilitating cost recovery. See additional discussion of the VCEA provisions concerning renewable generation projects in Note 13 to the Companies’ Annual Report on Form 10-K for year ended December 31, 2020.

Southeast Energy Exchange Market

In February 2021, DESC and the other members of the Southeast Energy Exchange Market submitted the Southeast Energy Exchange Market Agreement to FERC for authorization. This agreement sets forth the framework and rules for establishing and maintaining a new electronic trading platform designed to enhance the existing bilateral market in the Southeast utilizing zero-charge transmission service. That transmission service, in turn, will be voluntarily provided by participating transmission service providers, including DESC. In October 2021, the Southeast Energy Exchange Market Agreement became effective by operation of law as a result of a split FERC vote. The members expect the Southeast Energy Exchange Market platform to be operational in 2022.

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% increase in commodity prices would have resulted in a decrease of $24 million in the fair value of Dominion Energy’s commodity-based derivative instruments as of September 30, 2021. A hypothetical 10% decrease in commodity prices would have resulted in a decrease of $2 million in the fair value of Dominion Energy’s commodity-based derivative instruments as of December 31, 2020.

A hypothetical 10% decrease in commodity prices would have resulted in a decrease in fair value of $2 million and $35 million of Virginia Power’s commodity-based derivative instruments as of September 30, 2021 and December 31, 2020, 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, 2021 or December 31, 2020.

The Companies also use interest rate derivatives, including forward-starting swaps, interest rate swaps and interest rate block agreements to manage interest rate risk. As of September 30, 2021, Dominion Energy and Virginia Power had $8.3 billion and $2.8 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 $143 million and $115 million, respectively, in the fair value of Dominion Energy and Virginia Power’s interest rate derivatives at September 30, 2021. As of December 31, 2020, Dominion Energy and Virginia Power had $6.9 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 $124 million and $75 million, respectively, in the fair value of Dominion Energy and Virginia Power’s interest rate derivatives at December 31, 2020.

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 $678 million, $130 million and $662 million for the nine months ended September 30, 2021 and 2020, and the year ended December 31, 2020, respectively. Net realized gains and losses include gains and losses from the sale of investments. Dominion Energy recorded in AOCI and regulatory liabilities, a net decrease in unrealized gains on debt investments of $50 million for the nine months ended September 30, 2021, and a net increase in unrealized gains on debt investments of $42 million and $57 million for the nine months ended September 30, 2020 and the year ended December 31, 2020, respectively.

Virginia Power recognized net investment gains (including investment income) on nuclear decommissioning trust investments of $335 million, $31 million and $287 million for the nine months ended September 30, 2021 and 2020, and the year ended December 31, 2020, respectively. Net realized gains and losses include gains and losses from the sale of investments. Virginia Power recorded in AOCI and regulatory liabilities, a net decrease in unrealized gains on debt investments of $24 million for the nine months ended September 30, 2021, and a net increase in unrealized gains on debt investments of $22 million and $29 million for the nine months ended September 30, 2020 and the year ended December 31, 2020, respectively.

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.

100

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, the Companies are parties to various legal, environmental or other regulatory proceedings, including in the ordinary course of business. SEC regulations require disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that the Companies reasonably believe will exceed a specified threshold. Pursuant to the SEC regulations, the Companies use a threshold of $1 million for such proceedings.

See the following for discussions on various legal, environmental and other regulatory proceedings to which the Companies are a party, which information is incorporated herein by reference:

•	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, 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, 2020, which should be taken into consideration when reviewing the information contained in this report. Other than the risk factor discussed below, there have been no material changes with regard to the risk factors previously disclosed in the Companies’ Annual Report on Form 10-K for the year ended December 31, 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.

The development and construction of the CVOW Commercial Project involves significant risks.

The CVOW Commercial Project is a large-scale, complex project that will take several years to complete. Significant delays or cost increases, or an inability to recover certain project costs, could have an adverse effect on the Companies’ financial condition, cash flows and results of operations. If the Companies are unable to complete the development and construction of the CVOW Commercial Project or decide in the future to delay or cancel the project, the Companies may not be able to recover all or a portion of their investment in the project and may incur substantial cancellation payments under existing contracts or other substantial costs associated with any such delay or cancellation. The Companies’ ability to complete the CVOW Commercial Project within the currently proposed timeline, or at all, and consistent with current cost estimates is subject to various risks and uncertainties, certain of which are beyond the Companies’ control.

The development and construction of the CVOW Commercial Project is dependent on the Companies’ ability to obtain and maintain various local, state and federal permits and other regulatory approvals, including Virginia Commission approval for rider recovery of project costs. In addition, the design and route of the project’s onshore electric transmission and other facilities remain subject to regulatory review and approval. Changes in the design and route of these onshore facilities, including an increase in amount of undergrounding, would likely increase project costs. Also, the CVOW Commercial Project may become the subject of litigation or other forms of intervention by third parties, including stakeholders or advocacy groups, that may impact the timing and receipt of permits or other regulatory approvals or otherwise delay or increase the cost of the project.

The Companies’ ability to invest the significant financial resources necessary for the CVOW Commercial Project is dependent on the Companies’ access to the financial markets in a timely and cost-effective manner. A decline in the Companies’ credit worthiness, an unfavorable market reputation of either the Companies or their industry or general market disruptions could adversely impact financing costs and increase the overall cost of the project.

The development and construction of the CVOW Commercial Project is also dependent on the ability of certain key suppliers and contractors to timely satisfy their obligations under contracts entered into or expected to be entered into. Given the unique equipment and expertise required for this project, the Companies may not be able to remedy in a timely and cost-effective manner, if at all, any failure by one or more of these suppliers or contractors to timely satisfy their contractual obligations. Certain of the fixed price contracts for major offshore construction and equipment components are denominated in Euros and Danish kroner, including those which contain commodity indexing provisions linked to steel. Accordingly, to the extent the Companies are unable to, including from the inability to receive approval from the Virginia Commission, or elect not to, hedge their exposure to these currencies, adverse fluctuations in the applicable exchange rates would likely adversely affect the cost of the CVOW Commercial Project. Similarly, adverse fluctuations in the price of certain raw materials, including steel, would likely, to the extent not hedged by the Companies, adversely affect the overall costs incurred to develop and construct the project.

101

The development and construction of the CVOW Commercial Project involves the use of new turbine technology and will take place in a marine environment, which presents unique challenges and will require the use of a specialized workforce and specialized equipment. In addition, the timely installation of the turbines is dependent on the completion and availability of a Jones Act compliant vessel currently under construction, and regulatory approval for Virginia Power to use an affiliate’s vessel.

The timeline for development and construction of the CVOW Commercial Project may also be negatively impacted by severe weather events or marine wildlife, including migration patterns of endangered and protected species, both of which are outside of the control of the Companies and its contractors. Any significant delays in the project timeline, including from any of the factors discussed above, resulting in both the delay of commencement of construction to 2024 or later combined with a delay to the in-service date to 2028 or later may impact the ability of the Companies to recover the costs of the CVOW Commercial Project.

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

Dominion Energy

Purchases of Equity Securities

Period	Total Number of Shares (or Units) Purchased⁽¹⁾		Average Price Paid per Share (or Unit)⁽²⁾		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased under the Plans or Programs⁽³⁾
7/1/21 - 7/31/21		—	$	—		—	$ 0.92 billion
8/1/21 - 8/31/21		—		—		—	0.92 billion
9/1/21 - 9/30/21		321		74.58		—	0.92 billion
Total		321		74.58		—	$ 0.92 billion

(1)	Represents shares of common stock that were tendered by employees to satisfy tax withholding obligations on vested restricted stock.

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

(3)

In November 2020, the Dominion Energy Board of Directors authorized the repurchase of up to $1.0 billion of shares of common stock. This 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.

ITEM 5. OTHER INFORMATION

Effective November 3, 2021, Dominion Energy amended Section IIIA(9)(d)(i) of its Articles of Incorporation to provide that, in connection with the conversion of any share of Series A Preferred Stock, Dominion Energy will (i) select as the “settlement method” either “cash settlement” or “combination settlement” and (ii) in the event it selects “combination settlement,” specify a “specified dollar amount” of not less than $1,000. Under the terms of the Articles of Incorporation, the amendment did not require shareholder approval. The foregoing description is qualified in its entirety by reference to the full text of the Articles of Incorporation, as amended, which are filed as Exhibit 3.1.a hereto and incorporated herein by reference.

102

ITEM 6. EXHIBITS

Exhibit Number	Description	Dominion Energy	Virginia Power



3.1.a	Dominion Energy, Inc. Articles of Incorporation, as restated and further amended, effective November 3, 2021 (filed herewith)	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 May 5, 2021 (Exhibit 3.1, Form 8-K filed May 6, 2021, 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	Dominion Energy, Inc. and Virginia Electric and Power Company agree to furnish to the Securities and Exchange Commission upon request any other instrument with respect to long-term debt as to which the total amount of securities authorized does not exceed 10% of any of their total consolidated assets.	X	X

4.1	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); Second Supplemental Indenture, dated as of September 1, 2015 (Exhibit 4.2, Form 8-K filed September 24, 2015, 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); 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); 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); 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); Twenty-Second Supplemental Indenture, dated as of April 1, 2021 (Exhibit 4.2, Form 8-K, filed April 5, 2021, File No. 1-8489); Twenty-Third Supplemental Indenture, dated as of April 1, 2021 (Exhibit 4.3, Form 8-K, filed April 5, 2021, File No. 1-8489); Twenty-Fourth Supplemental Indenture, dated as of August 1, 2021 (Exhibit 4.2, Form 8-K filed August 12, 2021, File No. 1-8489).	X

10.1	Dominion Energy, Inc. Deferred Compensation Plan, effective July 1, 2021 (Exhibit 10.18, Form 10-K for the fiscal year ended December 31, 2020, filed February 25, 2021, File No. 1-8489), as amended September 23, 2021 (filed herewith).

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

103

Exhibit Number	Description	Dominion Energy	Virginia Power

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, 2021, filed on November 5, 2021, 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, 2021, filed on November 5, 2021, 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

104

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 5, 2021	/s/ Michele L. Cardiff
	Michele L. Cardiff Senior Vice President, Controller and Chief Accounting Officer

	VIRGINIA ELECTRIC AND POWER COMPANY Registrant

November 5, 2021	/s/ Michele L. Cardiff
	Michele L. Cardiff Senior Vice President, Controller and Chief Accounting Officer

105

Exhibit 3.1.a

Dominion Energy, Inc.

Articles of Incorporation

As restated and further amended, effective November 3, 2021

Article I.

Name

The name of the Corporation is Dominion Energy, Inc.

Article II.

Purpose

The purpose for which the Corporation is organized is to transact any and all lawful business, not required to be specifically stated in the Articles of Incorporation, for which corporations may be incorporated under the Virginia Stock Corporation Act.

Article III.

Stock

Division A— Common Stock

The Corporation shall have authority to issue 1,750,000,000 shares of Common Stock without par value.

Dividends may be paid upon the Common Stock out of any assets of the Corporation available for dividends remaining after full dividends on the outstanding Preferred Stock at the dividend rate or rates therefor, together with the full additional amount required by any participation right, with respect to all past dividend periods and the current dividend period shall have been paid or declared and set apart for payment and all mandatory sinking fund payments that shall have become due in respect of any series of the Preferred Stock shall have been made.

In the event of any liquidation, dissolution or winding up of the Corporation the Board of Directors may, after satisfaction of the rights of the holders of all shares of Preferred Stock, or the deposit in trust of money adequate for such satisfaction, distribute in kind to the holders of the Common Stock all then remaining assets of the Corporation or may sell, transfer or otherwise dispose of all or any of such remaining assets of the Corporation and receive payment therefor wholly or partly in cash and/or in stock and/or in obligations and may sell all or any part of the consideration received therefor and distribute all or the balance thereof in kind to the holders of the Common Stock.

The holders of the Common Stock shall, to the exclusion of the holders of the Preferred Stock, have the sole and full power to vote for the election of directors and for all other purposes without limitation except only as otherwise recited or provided in the provisions of these Articles of Incorporation applicable to the Preferred Stock.

Subject to the provisions of these Articles of Incorporation applicable to the Preferred Stock, the Corporation may from time to time purchase or otherwise acquire for a consideration or redeem (if permitted by the terms

thereof) shares of Common Stock or shares of any other class of stock hereafter created ranking junior to the Preferred Stock in respect of dividends or assets and any shares so purchased or acquired may be held or disposed of by the Corporation from time to time for its corporate purposes or may be retired as provided by law.

Division B— Preferred Stock

The Corporation shall have authority to issue 20,000,000 shares of Preferred Stock.

The Board of Directors is hereby empowered to cause any class of the Preferred Stock of the Corporation to be issued in series with such of the variations permitted by clauses (a)-(k) below, as shall be determined by the Board of Directors.

The shares of Preferred Stock of different classes or series may vary as to:

(a)

the designation of such class or series, the number of shares to constitute such class or series and the stated value thereof;

(b)

whether the shares of such class or series shall have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights, which (i) may be general or limited, and (ii) may permit more than one vote per share;

(c)

the rate or rates (which may be fixed or variable) at which dividends, if any, are payable on such class or series, whether any such dividends shall be cumulative, and, if so, from what dates, the conditions and dates upon which such dividends shall be payable, the preference or relation which such dividends shall bear to the dividends payable on any shares of stock of any other class or any other series of such class;

(d)

whether the shares of such class or series shall be subject to redemption by the Corporation, and, if so, the times, prices and other conditions of such redemption;

(e)

the amount or amounts payable upon shares of such class or series upon, and the rights of the holders of such class or series in, the voluntary or involuntary liquidation, dissolution or winding up, or upon any distribution of the assets, of the Corporation;

(f)

whether the shares of such class or series shall be subject to the operation of a retirement or sinking fund and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the shares of such series

for retirement or other corporate purposes and the terms and provisions relative to the operation thereof;

(g)

whether the shares of such series shall be convertible into, or exchangeable for, shares of stock of any class or any other series of such class or any other securities (including common stock) and, if so, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of conversion or exchange;

(h)

the limitations and restrictions, if any, to be effective while any shares of such class or series are outstanding upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition by the Corporation of, the Common Stock or shares of stock of any other class or any other series of such class;

(i)

the conditions or restrictions, if any, upon the creation of indebtedness of the Corporation or upon the issue of any additional stock, including additional shares of such class or series or of any other series of such class or of any other class;

(j)

the ranking (be it pari passu, junior or senior) of each class or series as to the payment of dividends, the distribution of assets and all other matters; and

(k)

any other powers, preferences and relative, participating, optional and other special rights, and any qualifications, limitations and restrictions thereof, insofar they are not inconsistent with the provisions of these Articles of Incorporation, to the full extent permitted in accordance with the laws of the Commonwealth of Virginia.

In the event of any liquidation, dissolution or winding up of the Corporation, after there shall have been paid to or set aside for the holders of the Preferred Stock the full preferential amounts to which they are respectively entitled under the provisions of these Articles of Incorporation applicable to the Preferred Stock, the holders of the Preferred Stock shall have no claim to any of the remaining assets of the Corporation.

The powers, preferences and relative, participating, optional and other special rights of each class or series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other classes and series at any time outstanding. All shares of Preferred Stock of each series shall be equal in all respects.

Division C— General Provisions

The number of authorized shares of capital stock of the Corporation, or the amount of capital represented thereby, may be increased or decreased in the manner and subject to the conditions and limitations prescribed by the laws of the Commonwealth of Virginia, as they now and may hereafter exist, and subject to the provisions hereinafter contained.

Any and all shares of Preferred Stock and Common Stock of the Corporation, at the time authorized but not issued and outstanding, may be issued and disposed of by the Board of Directors of the Corporation in any lawful manner, consistently, in the case of shares of Preferred Stock, with the requirements set forth in the provisions of these Articles of Incorporation applicable to the Preferred Stock, at any time and from time to time, for such considerations as may be fixed by the Board of Directors of the Corporation.

The Board of Directors shall have authority from time to time to set apart out of any assets of the Corporation otherwise available for dividends a reserve or reserves as working capital or for any other proper purpose or purposes, and to reduce, abolish or add to any such reserve or reserves from time to time as said board may deem to be in the interests of the Corporation; and said board shall likewise have power to determine in its discretion what part of the assets of the Corporation available for dividends in excess of such reserve or reserves shall be declared as dividends and paid to the stockholders of the Corporation.

No stockholder shall have any pre-emptive right to acquire unissued shares of the Corporation or to acquire any securities convertible into or exchangeable for such shares or to acquire any options, warrants or rights to purchase such shares.

Subject to the provisions of these Articles of Incorporation applicable to the Preferred Stock, each holder of record of outstanding shares of stock entitled to vote at any meeting of stockholders shall, as to all matters in respect of which such stock has voting power, be entitled to one vote for each share of such stock held by him, as shown by the stock books of the Corporation, and may cast such vote in person or by proxy. Except as herein expressly provided, or mandatorily provided by the laws of the Commonwealth of Virginia, a quorum of the shares entitled to vote on a matter at any meeting shall consist of a majority of the votes entitled to be cast on the matter and, if a quorum exists, action on a matter, other than election of directors, is approved if the votes cast favoring the action exceed the votes cast opposing the action. Voting on the election of directors shall be governed by the Corporation’s bylaws and, if applicable, the provisions of any series of Preferred Stock, or in the absence of any such bylaws or Preferred Stock provisions, by the laws of the

Commonwealth of Virginia. For matters on which the laws of the Commonwealth of Virginia provide for a supermajority vote unless a corporation’s articles of incorporation otherwise provide, the vote required for the Corporation’s stockholders to approve such matters shall be a majority of the votes entitled to be cast on the matter.

The Board of Directors of the Corporation may, by resolution, determine that only a part of the consideration which it is to receive for any shares of stock which it shall issue shall be capital and that the balance of such consideration (not greater, however, than the excess of such consideration over the par value, if any, of such shares) shall be capital surplus of the Corporation.

Article IIIA.1.75% Series A Cumulative Perpetual Convertible Preferred Stock

There shall be a series of Preferred Stock, without par value, of the Corporation, having the designation and the powers, preferences and relative, participating, optional and other special rights and the qualifications, limitations and restrictions thereof, as follows:

(1)

Number and Designation. 1,610,000 shares of the Preferred Stock of the Corporation shall be designated as “1.75% Series A Cumulative Perpetual Convertible Preferred Stock” (the “Convertible Preferred Stock”).

(2)

Certain Definitions. As used in this Article IIIA, capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Purchase Contract and Pledge Agreement, a copy of which is filed with the Securities and Exchange Commission (the “SEC”) and is available at the SEC’s website, http://www.sec.gov, under the Corporation’s file number under the Exchange Act, 001‑08489. As used in this Article IIIA, the following terms shall have the meanings given to them in this Section IIIA(2). Any capitalized terms used but not otherwise defined herein or in the Purchase Contract and Pledge Agreement shall have the meaning set forth elsewhere in the Articles of Incorporation, unless the context otherwise requires.

“Affiliate” of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agent Members” shall have the meaning assigned to it in Section IIIA(19)(b) hereof.

“Articles of Incorporation” means the Articles of Incorporation of the Corporation, as amended and restated, and as further amended from time to time.

“Authorized Officer” means the Senior Officers, any Vice President, any Assistant Treasurer or any Assistant Corporate Secretary.

“Board of Directors” means the board of directors of the Corporation or a duly authorized committee of that board.

“Board of Directors Designee” means the Board of Directors or, to the extent duly authorized by such Board of Directors to act on its behalf, one or more Senior Officers.

“Business Day” means any day other than a Saturday or a Sunday or any other day on which banking institutions and trust companies in New York City, New York are authorized or required by law or executive order to remain closed.

“Capital Stock” of any Person means any and all shares, interests, participations or other equivalents however designated of corporate stock or other equity participations, including partnership interests, whether general or limited, of such Person and any rights (other than debt securities convertible or exchangeable into an equity interest), warrants or options to acquire an equity interest in such Person.

“Cash Settlement” shall have the meaning assigned to it in Section IIIA(9)(d)(i) hereof.

“close of business” means 5:00 p.m., New York City time.

“Closing Sale Price” per share of Common Stock means, on any date of determination, the closing sale price (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is traded. If the Common Stock is not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “Closing Sale Price” shall be the last quoted bid price for the Common Stock in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If the Common Stock is not so quoted, the “Closing Sale Price” shall be the average of the mid-point of the last bid and ask prices for the Common Stock on the relevant date from each of at least

three nationally recognized independent investment banking firms selected by the Corporation for this purpose.

“Combination Settlement” shall have the meaning assigned to it in Section IIIA(9)(d)(i) hereof.

“Common Stock” means common stock of the Corporation, no par value, subject to Section IIIA(14) hereof.

“Compounded Dividends” shall have the meaning assigned to it in Section IIIA(4)(i) hereof.

“Constituent Person” means, in respect of any Reorganization Event, a Person with which the Corporation is consolidated or into which the Corporation is merged or which merged into the Corporation or to which the relevant sale or transfer was made, as the case may be, in connection with such Reorganization Event.

“Conversion Agent” shall have the meaning assigned to it in Section IIIA(21)(a) hereof.

“Conversion Date” shall have the meaning assigned to it in Section IIIA(9)(b) hereof.

“Conversion Price” means as of any time, $1,000 divided by the Conversion Rate as of such time.

“Conversion Rate” per share of Convertible Preferred Stock means 11.2750 shares of Common Stock, subject to adjustment as set forth herein.

“Convertible Preferred Stock” shall have the meaning assigned to it in Section IIIA(1) hereof.

“Convertible Preferred Stock Director” shall have the meaning assigned to it in Section IIIA(16)(d) hereof.

“Corporation” means Dominion Energy, Inc., a corporation organized and existing under the laws of the Commonwealth of Virginia, and shall include any successor to such Corporation.

“Daily Conversion Value” means, for each of the 20 consecutive Trading Days during the Observation Period, one-twentieth of the product of (i) the applicable Conversion Rate on such Trading Day and (ii) the Daily VWAP of the Common Stock on such Trading Day.

“Daily Measurement Value” means the Specified Dollar Amount divided by 20.

“Daily Settlement Amount,” means, for each of the 20 consecutive Trading Days during the Observation Period:

(i)

cash equal to the lesser of (A) the Daily Measurement Value and (B) the Daily Conversion Value for such Trading Day; and

(ii)

to the extent the Daily Conversion Value for such Trading Day exceeds the Daily Measurement Value, a number of shares of Common Stock equal to (A) the difference between such Daily Conversion Value and the Daily Measurement Value, divided by (B) the Daily VWAP for such Trading Day.

“Daily VWAP” means, in respect of the Common Stock, on any Trading Day, the per share volume weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “D <Equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading on such Trading Day until the scheduled close of trading on such Trading Day (or if such VWAP is unavailable, the market price of one share of Common Stock on such Trading Day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Corporation).

“Depositary” means DTC or its successor depositary designated by the Corporation.

“Dividend Blocker Provisions” shall have the meaning assigned to it in Section IIIA(4)(h) hereof.

“Dividend Payment Date” shall have the meaning assigned to it in Section IIIA(4)(c) hereof.

“Dividend Period” shall mean the period beginning on, and including, a Dividend Payment Date (or, if no dividends have been paid on the Convertible Preferred Stock, the date of first issuance) and ending on, but excluding, the next immediately succeeding Dividend Payment Date.

“Dividend Rate” shall have the meaning assigned to it in Section IIIA(4)(a) hereof.

“DTC” shall mean The Depository Trust Company, New York, New York.

“Effective Date” means, in respect of any Fundamental Change, the date on which such Fundamental Change occurs or becomes effective.

“Ex-Dividend Date” when used with respect to any issuance or distribution on the Common Stock or any other security, means the first

date on which the Common Stock or such other security, as applicable, trades, regular way, on the principal U.S. securities exchange or quotation system on which the Common Stock or such other security, as applicable, is listed or quoted at that time, without the right to receive the issuance or distribution.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Exchange Property” shall have the meaning assigned to it in Section IIIA(14)(a) hereof.

“Exchange Property Unit” means, in respect of any Reorganization Event, the kind and amount of Exchange Property receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the applicable settlement date) per share of Common Stock by a holder of Common Stock that is not a Constituent Person, or an Affiliate of a Constituent Person, to the extent such Reorganization Event provides for different treatment of Common Stock held by the Constituent Person and/or the Affiliates of the Constituent Person, on the one hand, and non-Affiliates of a Constituent Person, on the other hand.

“First Redemption Date” shall have the meaning assigned to it in Section IIIA(8)(a) hereof.

“Five-Day Average Price” means the average of the Daily VWAPs per share of Common Stock over the five consecutive Trading Day period ending on the second Trading Day immediately preceding the applicable Dividend Payment Date or other date in respect of which dividends are being paid.

“Fundamental Change” means the occurrence of any of the following:

(a)

a “person” or “group” within the meaning of Section 13(d) of the Exchange Act has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of shares of the Common Stock representing more than 50% of the voting power of the Common Stock;

(b)

(i) the Corporation is involved in a consolidation with or merger into any other Person, or any merger of another Person into the Corporation, or any other similar transaction or series of related transactions (other than a merger, consolidation or similar transaction that does not result in the conversion or exchange of outstanding shares of Common Stock), in each case, in which 90% or more of the outstanding shares of Common Stock are exchanged for or converted into cash, securities or other property, greater than

10% of the value of which consists of cash, securities or other property that is not (or will not be upon or immediately following the effectiveness of such consolidation, merger or other transaction) common stock listed on the New York Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market (or any of their respective successors) or (ii) the consummation of any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the Corporation’s consolidated assets to any Person other than one of the Corporation’s Subsidiaries;

(c)

the Common Stock ceases to be listed on at least one of the New York Stock Exchange, the NASDAQ Global Select Market and the NASDAQ Global Market (or any of their respective successors); or

(d)

the shareholders of the Corporation approve a liquidation, dissolution or termination of the Corporation.

“Fundamental Change Company Notice” shall have the meaning assigned to it in Section IIIA(10)(c) hereof.

“Fundamental Change Conversion Deadline” shall have the meaning assigned to it in Section IIIA(10)(c)(iii) hereof.

“Fundamental Change Conversion Right” shall have the meaning assigned to it in Section IIIA(9)(a)(i) hereof.

“Fundamental Change Period” shall have the meaning assigned to it in Section IIIA(10)(c)(iii) hereof.

“Fundamental Change Settlement Date” means the second Business Day immediately following the Fundamental Change Conversion Deadline.

“Fundamental Change Settlement Price” shall have the meaning assigned to it in Section IIIA(10)(a) hereof.

“Global Preferred Shares” shall have the meaning assigned to it in Section IIIA(19)(a) hereof.

“Independent Shares” means any (i) Separate Shares of Convertible Preferred Stock and (ii) any shares of Convertible Preferred Stock held on or after the first to occur of (x) a Successful Remarketing and (y) June 1, 2022.

“Initial Dividend Threshold” shall have the meaning assigned to it in Section IIIA(11)(d).

“Initial Issue Date” shall mean June 14, 2019.

“Junior Stock” means (i) the Common Stock and (ii) each other class or series of capital stock of the Corporation the terms of which do not expressly provide that such capital stock ranks either (x) senior to the Convertible Preferred Stock as to dividend rights or rights upon the Corporation’s liquidation, winding-up or dissolution or (y) on a parity with the Convertible Preferred Stock as to dividend rights and rights upon the Corporation’s liquidation, winding-up or dissolution.

“Liquidation Preference” shall have the meaning assigned to it in Section IIIA(6)(a) hereof.

“Market Disruption Event” means (i) a failure by the primary U.S. national or regional securities exchange or market on which the Common Stock is listed or admitted for trading to open for trading during its regular trading session or (ii) the occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for the Common Stock for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common Stock.

“Observation Period” means, with respect to any share of Convertible Preferred Stock being converted, the 20 consecutive Trading Day period beginning on, and including, the third Trading Day after the Conversion Date relating to such share of Convertible Preferred Stock, provided that if the relevant Conversion Date occurs on or after the date of the Corporation’s issuance of a Redemption Notice with respect to the Convertible Preferred Stock in accordance with Article IIIA(8) and prior to the relevant Redemption Date, the Observation Period shall be the 20 consecutive Trading Days beginning on, and including, the 21st Scheduled Trading Day immediately preceding such Redemption Date.

“open of business” means 9:00 a.m., New York City time.

“Outstanding” means, when used with respect to Convertible Preferred Stock, as of any date of determination, all Convertible Preferred Stock theretofore authenticated and delivered under this Article IIIA, except:

(i)

shares of Convertible Preferred Stock redeemed and cancelled by the Corporation pursuant to Section IIIA(8); and

(ii)

shares of Convertible Preferred Stock as to which any property deliverable upon conversion thereof has been delivered and required to be cancelled pursuant to Section IIIA(9)(b);

provided, however, that, in determining whether the holders of Convertible Preferred Stock have given any request, demand, authorization, direction, notice, consent or waiver or taken any other action hereunder, Convertible Preferred Stock owned by the Corporation or its Affiliates shall be deemed not to be Outstanding, except that, in determining whether the Registrar shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Convertible Preferred Stock which the Registrar has actual knowledge of being so owned shall be so disregarded.

“Parity Stock” means any class or series of capital stock of the Corporation issued after the Initial Issue Date, the terms of which expressly provide that such capital stock shall rank on a parity with the Convertible Preferred Stock as to dividend rights and rights upon the Corporation’s liquidation, winding-up or dissolution.

“Paying Agent” shall have the meaning assigned to it in Section IIIA(21)(a) hereof.

“Permitted Distributions” means any of the following:

(i)

purchases, redemptions or other acquisitions of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of current or former employees, officers, directors or consultants of the Corporation or any of its Subsidiaries;

(ii)

purchases of shares of Common Stock pursuant to a contractually binding requirement to buy Common Stock existing prior to the commencement of the first Dividend Period for which dividends on the Convertible Preferred Stock are unpaid, including under a contractually binding stock repurchase plan;

(iii)

the purchase of, or the payment of cash in lieu of, fractional interests in Junior Stock (x) in connection with a bona fide acquisition of a business or (y) pursuant to the conversion or exchange provisions of such Junior Stock or securities convertible into or exchangeable for such Junior Stock;

(iv)

any declaration of a dividend on the Capital Stock of the Corporation in connection with the implementation of a shareholders rights plan designed to protect the Corporation against unsolicited offers to acquire its Capital Stock, or the issuance of Capital Stock of the Corporation under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto;

(v)

dividends or distributions payable solely in Junior Stock, or warrants, options or rights to acquire Junior Stock (other than dividends or distributions of any indebtedness, Parity Stock or Senior Stock, in each case, convertible into, or having other rights to acquire, Junior Stock); or

(vi)

conversions of any Junior Stock into, or exchanges of any Junior Stock for, a class or series of other Junior Stock.

“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity of whatever nature.

“Physical Settlement” shall have the meaning assigned to it in Section IIIA(9)(d)(i) hereof.

“Preliminary Prospectus Supplement” means the preliminary prospectus supplement relating to the Units filed by the Corporation with the SEC on June 10, 2019, a copy of which is available at the SEC’s website, http://www.sec.gov, under file number 333-219088.

“Pricing Term Sheet” means the pricing term sheet relating to the Units filed by the Corporation with the SEC and dated June 11, 2019, a copy of which is available at the SEC’s website, http://www.sec.gov, under file number 333-219088.

“Purchase Contract and Pledge Agreement” means the Purchase Contract and Pledge Agreement between the Corporation and Deutsche Bank Trust Company Americas, as purchase contract agent, collateral agent, custodial agent and securities intermediary, dated as of June 14, 2019, a copy of which is filed with the SEC and is available at the SEC’s website, http://www.sec.gov, under the Corporation’s file number under the Exchange Act, 001-08489.

“Record Date” means (i) with respect to dividends payable pursuant to Section IIIA(4) on March 1, June 1, September 1 and December 1 of each year, the fifteenth day of the month immediately preceding the month in which the relevant Dividend Payment Date falls (whether or not a Business Day) or, with respect to any Dividend Payment Date scheduled to occur on or prior to June 1, 2022, if (x) the Corporate Units, if any, are held in global book-entry form and (y) the Separate Shares of Convertible Preferred Stock are held as Global Preferred Shares, the Record Date shall be the Business Day immediately preceding the applicable Dividend Payment Date and (ii) solely for purposes of adjustments to the Conversion Rate pursuant to Section IIIA(11), with respect to any

dividend, distribution or other transaction or event in which the holders of Common Stock (or other applicable security) have the right to receive any cash, securities or other property or in which the Common Stock (or such other security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders of the Common Stock (or such other security) entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors, by statute, by contract or otherwise).

“Redemption Date” means a date that is fixed for redemption of the Convertible Preferred Stock by the Corporation in accordance with Section IIIA(8) hereof.

“Redemption Notice” shall have the meaning assigned to it under Section IIIA(8)(b)(i) hereof.

“Redemption Price” means an amount of cash equal to the Liquidation Preference per share of Convertible Preferred Stock being redeemed, plus an amount equal to any accumulated and unpaid dividends thereon, if any (whether or not declared), to, but excluding, the Redemption Date; provided that if the Redemption Date shall occur after a Record Date and before the related Dividend Payment Date, the Redemption Price described above shall be reduced by the amount payable per share of Convertible Preferred Stock on the related Dividend Payment Date.

“Reference Price” means $73.91, subject to adjustment as set forth in Section IIIA(10)(b) hereof.

“Registrar” shall have the meaning assigned to it in Section IIIA(17) hereof.

“Registration Statement” means, in respect of any dividends on the Convertible Preferred Stock made in shares of Common Stock (in whole or in part), a registration statement under the Securities Act prepared by the Corporation covering, inter alia, the issuance of or resales of shares of Common Stock issued as a dividend payment pursuant to Section IIIA(5), in each case, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in such registration statement, and any post-effective amendments thereto.

“Remarketing Agent(s)” means any Remarketing Agent(s) appointed by the Corporation to conduct a Remarketing pursuant to Section 5.02 of the Purchase Contract and Pledge Agreement.

“Reorganization Event” shall have the meaning assigned to it in Section IIIA(14)(a).

“Scheduled Trading Day” means any day that is scheduled to be a Trading Day.

“SEC” shall have the meaning assigned to it in the first sentence of Section IIIA(2) above.

“Senior Officer” means the Chief Executive Officer, President, any Executive Vice President, any Senior Vice President, Treasurer, Corporate Secretary or General Counsel of the Corporation.

“Senior Stock” means each class or series of capital stock of the Corporation issued after the Initial Issue Date, the terms of which expressly provide that such capital stock shall rank senior to the Convertible Preferred Stock as to dividend rights or rights upon the Corporation’s liquidation, winding-up or dissolution.

“Settlement Amount” shall have the meaning assigned to it in Section IIIA(9)(d) hereof.

“Settlement Method” means either Cash Settlement, Physical Settlement, or Combination Settlement as elected by the Corporation pursuant to Section IIIA(9)(d) hereof.

“Specified Dollar Amount” means, in respect of any Combination Settlement, a dollar amount per share of Convertible Preferred Stock as specified by the Corporation in the notice regarding the chosen Settlement Method under Section IIIA(9)(d).

“Spin-Off” shall have the meaning assigned to it in Section IIIA(11)(c) hereof.

“Stock Price” means, in respect of any Fundamental Change, (a) in the case of a Fundamental Change described in clause (b) of the definition thereof where the holders of the Common Stock receive only cash in the Fundamental Change, the cash amount paid per share of the Common Stock; and (b) in all other cases, the average of the Closing Sale Prices of the Common Stock for the 10 consecutive Trading Days immediately prior to, but not including, the Effective Date.

“Subsidiary” means a corporation, partnership, limited liability company or other entity more than 50% of the outstanding voting equity of which is owned, directly or indirectly, by the Corporation or by one or more other Subsidiaries, or by the Corporation and one or more other Subsidiaries. For the purposes of this definition, “voting equity” means stock or other ownership interests having ordinary voting power for the election of directors or other managers of a corporation, partnership, limited liability company or other entity, whether at all times or only so long as no senior

class of stock or other ownership interests has such voting power by reason of any contingency.

“Trading Day” means (a) a day (i) on which the New York Stock Exchange, or , if the Common Stock is not then listed on the New York Stock Exchange, the principal exchange or quotation system on which the Common Stock is listed or admitted for trading, is scheduled to open for business and (ii) on which there has not occurred or does not exist a Market Disruption Event, or (b) if the Common Stock is not so listed or admitted for trading, a “Trading Day” means a Business Day.

“Transfer Agent” shall have the meaning assigned to it in Section IIIA(17) hereof.

“Valuation Period” shall have the meaning assigned to it in Section IIIA(11)(c) hereof.

“Vice President” means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president.”

(3)

Rank. The Convertible Preferred Stock, with respect to dividend rights and/or rights upon the liquidation, winding-up or dissolution of the Corporation, as applicable, shall rank (i) senior to all Junior Stock, (ii) on a parity with all Parity Stock and (iii) junior to all Senior Stock and the Corporation’s existing and future indebtedness.

(4)

Dividends.

(a)

Subject to the rights of holders of any class of Capital Stock ranking senior to the Convertible Preferred Stock with respect to dividends, holders of the Convertible Preferred Stock shall be entitled to receive when, as and if authorized by the Board of Directors and declared by the Corporation, cumulative dividends on each share of Convertible Preferred Stock at the rate of 1.75% per year (the “Dividend Rate”) on the Liquidation Preference per share of the Convertible Preferred Stock, payable in cash, shares of Common Stock, or a combination of cash and shares of Common Stock, at the Corporation’s election (subject to the limitations described below).

(b)

In connection with a Successful Remarketing of the Convertible Preferred Stock, the Dividend Rate may be increased in accordance with Section IIIA(12) below. From and after the Remarketing Settlement Date for such a Remarketing in connection with which the Dividend Rate is

increased, dividends on the Convertible Preferred Stock will accumulate at the Increased Dividend Rate.

(c)

Dividends shall accumulate from the Initial Issue Date or if dividends shall have been paid on the Convertible Preferred Stock thereafter, dividends will accumulate from the most recent date of payment, and shall be payable to holders of Convertible Preferred Stock quarterly in arrears on March 1, June 1, September 1 and December 1 of each year (each a “Dividend Payment Date”), beginning on September 1, 2019, to the holder of record of shares of the Convertible Preferred Stock as they appear on the Corporation’s stock register at the close of business on the applicable Record Date.

(d)

The amount of dividends payable for each full Dividend Period for the Convertible Preferred Stock shall be computed by dividing the annual Dividend Rate by four. The amount of dividends payable for any other period shorter or longer than a full quarterly Dividend Period shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Dollar amounts resulting from that calculation shall be rounded to the nearest cent, with one-half cent being rounded upward. Dividends on each share of Convertible Preferred Stock shall cease to accumulate upon conversion of such share of Convertible Preferred Stock.

(e)

If a Dividend Payment Date falls on a date that is not a Business Day, such Dividend Payment Date shall be postponed to the next succeeding Business Day; provided that, if such Business Day falls in the next succeeding calendar month, the Dividend Payment Date shall be brought forward to the immediately preceding Business Day.

(f)

Dividends on the Convertible Preferred Stock shall accumulate whether or not (1) the Corporation has earnings; (2) the payment of those dividends is then permitted under Virginia law; or (3) those dividends are authorized or declared. Any dividend payment made on the Convertible Preferred Stock shall first be credited against the earliest accumulated but unpaid dividends due with respect to those shares of Convertible Preferred Stock which remain payable.

(g)

So long as any shares of Convertible Preferred Stock remain Outstanding, the Corporation shall not (i) declare or pay, or set apart funds for the payment of, any dividend or other distribution, whether in cash or other property, directly or indirectly, upon any shares of Junior Stock or Parity Stock (in each case, with respect to dividend rights) for any period, (ii) redeem, repurchase or otherwise acquire any shares of Junior Stock or Parity Stock for any consideration through a sinking fund or otherwise, or make any distribution of cash or other property, directly or indirectly, on or with respect to any shares of Junior Stock or Parity Stock or (iii) make any Contract Adjustment Payments under the Purchase Contract and Pledge Agreement or any payment under any similar agreement providing for the issuance by the Corporation of Capital Stock on a forward basis, in each case, unless all accumulated and unpaid dividends for all past Dividend Periods (including Compounded Dividends thereon) (whether or not the payment of such dividends is permitted under Virginia law) on the shares of Convertible Preferred Stock have been declared and paid in full or declared and a sum or number of shares of Common Stock sufficient for payment thereof is set apart for payment; provided, however, that, notwithstanding any provisions of this Section IIIA(4)(g) to the contrary, the Corporation may make any Permitted Distribution. When dividends are not paid in full (or a sum or number of shares of Common Stock sufficient to pay them in full is not set apart) on Convertible Preferred Stock and any other Parity Stock, all dividends declared on the Convertible Preferred Stock and any other Parity Stock shall be paid pro rata so that the amount of dividends so declared per share of Convertible Preferred Stock and each such other class or series of Parity Stock shall in all cases bear to each other the same ratio as accumulated and unpaid dividends per share of Convertible Preferred Stock and such class or series of Parity Stock (which shall not include any accumulation in respect of unpaid dividends on such other class or series of Parity Stock for prior dividend periods if such other class or series of Parity Stock does not have a cumulative dividend) bear to each other.

(h)

The Corporation shall not permit any Subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of Capital Stock of the Corporation unless the Corporation could, in accordance with Section IIIA(4)(g), purchase or otherwise acquire such

shares at such time and in such manner (such provisions described in this Section IIIA(4)(h) and in Section IIIA(4)(g) above, the “Dividend Blocker Provisions”).

(i)

Any accumulated and unpaid dividends shall accumulate additional dividends (“Compounded Dividends”) at the then-current Dividend Rate until paid, compounded quarterly, to, but excluding, the payment date.

(j)

Holders of shares of the Convertible Preferred Stock are not entitled to any dividends in excess of the full cumulative dividends (including Compounded Dividends) on the Convertible Preferred Stock as described herein.

(k)

Notwithstanding anything to the contrary in the Articles of Incorporation (including this Article IIIA), except in the case of a Dividend Deficiency Event, all accumulated and unpaid dividends (including Compounded Dividends thereon), whether or not declared, shall be paid on the June 1, 2022 Dividend Payment Date, whether or not there is a Successful Remarketing, to the holders of the shares of Convertible Preferred Stock as of the Record Date immediately preceding such Dividend Payment Date. If a Dividend Deficiency Event occurs, following the Final Remarketing (whether a Successful Remarketing or an Unsuccessful Remarketing), the Corporation shall have no obligation to pay the then accumulated but unpaid dividends on the Convertible Preferred Stock on the June 1, 2022 Dividend Payment Date to the holders of the shares of Convertible Preferred Stock as of the Record Date immediately preceding such Dividend Payment Date. However, the right to receive such accumulated but unpaid dividends (including Compounded Dividends thereon) shall continue to exist (and shall continue to compound) with respect to such Convertible Preferred Stock notwithstanding such Remarketing, and such dividends shall be payable to the holders of such Convertible Preferred Stock as of the Record Date for the Dividend Payment Date on which such dividends are subsequently declared and paid (if ever).

(5)

Method of Payment of Dividends.

(a)

Subject to the limitations described in this Section IIIA(5), the Corporation may pay any dividend (or any portion of any dividend) on the Convertible Preferred Stock (whether

or not for a current Dividend Period or any prior Dividend Period) and any Compounded Dividends, determined in the sole discretion of the Board of Directors: (i) in cash; (ii) by delivery of shares of Common Stock; or (iii) through any combination of cash and shares of Common Stock.

(b)

Each dividend shall be paid in cash, except to the extent the Corporation timely elects to make all or any portion of such dividend in shares of Common Stock. The Corporation shall give notice to holders of the Convertible Preferred Stock of any such election and the portions of such dividend that will be made in cash and in Common Stock no later than eight Scheduled Trading Days prior to the Dividend Payment Date for such dividend.

(c)

Any shares of Common Stock issued in payment or partial payment of a dividend shall be valued for such purpose at the applicable Five-Day Average Price, multiplied by 97%.

(d)

No fractional shares of Common Stock shall be delivered by the Corporation to holders of the Convertible Preferred Stock in payment or partial payment of a dividend. A cash adjustment shall be paid by the Corporation to each holder of Convertible Preferred Stock that would otherwise be entitled to receive a fraction of a share of Common Stock based on (x) the Five-Day Average Price and (y) the aggregate number of shares of Convertible Preferred Stock held by such holder (or if such holder’s shares of Convertible Preferred Stock are in the form of Global Preferred Shares, based on the applicable procedures of the Depositary for determining such number of shares).

(e)

To the extent that the Corporation, in its reasonable judgment, determines that a Registration Statement is required in connection with the issuance of, or for resales of, Common Stock issued as a dividend, the Corporation shall, to the extent such a Registration Statement is not currently filed and effective, use its reasonable best efforts to file and maintain the effectiveness of such a Registration Statement until the earlier of such time as all such shares of Common Stock have been resold thereunder and such time as all such shares are freely tradable under Rule 144 by non-Affiliates of the Corporation without registration. To the extent applicable, the Corporation shall also use its reasonable best efforts to have such shares of Common Stock qualified or registered under applicable state securities laws, if required, and approved for listing on the

New York Stock Exchange (or if the Common Stock is not then listed on the New York Stock Exchange, on the principal other U.S. national or regional securities exchange on which the Common Stock is then listed).

(f)

Any dividends paid in shares of Common Stock shall be subject to the listing standards of the New York Stock Exchange, if applicable.

(6)

Liquidation Preference.

(a)

In the event of any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, before any payment or distribution of the Corporation’s assets (whether capital or surplus) shall be made to or set apart for the holders of Junior Stock (with respect to liquidation rights), holders of Convertible Preferred Stock shall be entitled to receive $1,000 per share of Convertible Preferred Stock (the “Liquidation Preference”) plus an amount equal to all dividends (whether or not authorized or declared), accumulated and unpaid thereon, if any, up to, but excluding, the date of final distribution to such holders, but subject to the prior payment in full of all the Corporation’s liabilities and the payment of Senior Stock. If, upon any liquidation, dissolution or winding-up of the Corporation, the Corporation’s assets, or proceeds thereof, are insufficient to pay in full the preferential amount aforesaid and liquidating payments on Convertible Preferred Stock and any other Parity Stock (with respect to liquidation rights only), then such assets, or the proceeds thereof, shall be distributed among the holders of the Convertible Preferred Stock and any other Parity Stock (with respect to liquidation rights) ratably in proportion to the respective amounts that would be payable on such shares of Convertible Preferred Stock and any such other Parity Stock (with respect to liquidation rights) as if all amounts payable thereon were paid in full.

(b)

The Corporation shall instruct the Depositary to notify its participants, or if the Depositary or its nominee is not the sole registered owner of the then outstanding Convertible Preferred Stock, send a written notice by first class mail to each holder of record of the Convertible Preferred Stock at such holder’s registered address, of any event triggering the right to receive a distribution in connection with any voluntary or involuntary liquidation, dissolution or winding up of the Corporation.

(c)

Neither the consolidation or merger of the Corporation with or into any other Person, nor the voluntary sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or assets shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding-up of the Corporation.

(d)

Subject to the rights of the holders of any Parity Stock (with respect to liquidation rights), after payment has been made in full to the holders of the Convertible Preferred Stock, as provided in this Section IIIA(5), holders of Junior Stock (with respect to liquidation rights) shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of Convertible Preferred Stock shall not be entitled to share therein.

(7)

No Maturity. The Convertible Preferred Stock has no maturity date or mandatory conversion date.

(8)

Optional Redemption of the Convertible Preferred Stock. Shares of Convertible Preferred Stock shall be redeemable by the Corporation in accordance with this Section IIIA(8).

(a)

The Corporation does not have the right to redeem any shares of Convertible Preferred Stock before September 1, 2022. On or after September 1, 2022 (the “First Redemption Date”), the Corporation shall have the option to redeem, subject to Section IIIA(8)(k) hereof, some or all the shares of the Convertible Preferred Stock at the Redemption Price. The Redemption Price shall be paid solely in cash.

(b)

In the event the Corporation elects to redeem shares of Convertible Preferred Stock, the Corporation shall:

(i)

provide, not fewer than 25 Scheduled Trading Days nor more than 90 calendar days prior to the Redemption Date, to the Depositary a written notice (the “Redemption Notice”) stating, and instruct the Depositary to notify its participants of:

(A)

the Redemption Date;

(B)

the Redemption Price;

(C)

the Settlement Method of the Convertible Preferred Stock if the holder elects to convert;

(D)

the name and address of the Paying Agent and Conversion Agent;

(E)

that shares of Convertible Preferred Stock called for redemption may be converted pursuant to Section IIIA(9) at any time before the close of business on the Business Day immediately preceding the Redemption Date;

(F)

if fewer than all the Outstanding shares of the Convertible Preferred Stock are to be redeemed by the Corporation, the number of shares to be redeemed;

(G)

that, unless the Corporation defaults in making payment of such Redemption Price, dividends in respect of the shares of Convertible Preferred Stock called for redemption will cease to accumulate on and after the Redemption Date;

(H)

the CUSIP number of the Convertible Preferred Stock; and

(I)

any other information the Corporation wishes to present;

(ii)

(A) issue a press release containing the information set forth in Section IIIA(8)(b)(i) and (B) publish such information on the Corporation’s website; and

(iii)

if the Depositary or its nominee is not the sole registered owner of the then outstanding Convertible Preferred Stock, send the Redemption Notice by first class mail to each holder of record of the Convertible Preferred Stock at such holder’s registered address; provided, however, that such Redemption Notice shall also state that the certificates evidencing the shares of the Convertible Preferred Stock called for redemption must be surrendered to the Paying Agent to collect the Redemption Price.

(c)

The Corporation shall not give any Redemption Notice prior to the earlier of a Remarketing Settlement Date and the Purchase Contract Settlement Date.

(d)

If the Corporation gives a Redemption Notice, then, by 12:00 p.m., New York City time, on the Redemption Date, to the extent sufficient funds are legally available, the Corporation shall, with respect to:

(i)

shares of the Convertible Preferred Stock registered in the name of the Depositary or its nominee, deposit or cause to be deposited, irrevocably with the Depositary cash sufficient to pay the Redemption Price; and

(ii)

shares of the Convertible Preferred Stock registered in the name of any holder other than the Depositary or its nominee, deposit or cause to be deposited, irrevocably with the Paying Agent cash sufficient to pay the Redemption Price and give the Paying Agent irrevocable instructions and authority to pay the Redemption Price to holders of such shares of the Convertible Preferred Stock upon surrender to the Paying Agent of their certificates evidencing their shares of the Convertible Preferred Stock.

(e)

If on the Redemption Date, the Depositary and/or the Paying Agent holds or hold money sufficient to pay the Redemption Price for the shares of Convertible Preferred Stock to be redeemed, dividends shall cease to accumulate as of the Redemption Date on those shares of the Convertible Preferred Stock called for redemption and all rights of holders of such shares shall terminate, except for the right to receive the Redemption Price pursuant to this Section IIIA(8) (and accumulated and unpaid dividends pursuant to clause (h) below, if applicable), and such shares shall no longer be deemed to be Outstanding and any appropriate annotation on the certificates representing such shares to reflect such reduced balance shall be made.

(f)

Payment of the Redemption Price for shares of the Convertible Preferred Stock of which the Depositary (or its nominee) is not the sole registered owner is conditioned upon surrender of certificates representing such Convertible Preferred Stock, together with necessary endorsements, to the Paying Agent at any time after delivery of the Redemption Notice.

(g)

Payment of the Redemption Price for shares of the Convertible Preferred Stock shall be made on the Redemption Date, subject to Section IIIA(8)(f).

(h)

If the Redemption Date falls after a Record Date and before the related Dividend Payment Date, holders of the shares of Convertible Preferred Stock at the close of business on that Record Date shall be entitled to receive the full dividend payable on those shares on the corresponding Dividend Payment Date.

(i)

If fewer than all the Outstanding shares of Convertible Preferred Stock are to be redeemed, the number of shares to be redeemed shall be determined by the Board of Directors and the shares to be redeemed shall be selected by lot, on a pro rata basis (with any fractional shares being rounded to the nearest whole share), or any other method as may be determined by the Board of Directors to be fair and appropriate.

(j)

Upon surrender of a certificate or certificates representing shares of the Convertible Preferred Stock that is or are redeemed in part, the Corporation shall execute, and the Transfer Agent shall authenticate and deliver to the holder, a new certificate or certificates representing shares of the Convertible Preferred Stock in an amount equal to the unredeemed portion of the shares of Convertible Preferred Stock surrendered for partial redemption.

(k)

Notwithstanding the foregoing provisions of this Section IIIA(8), the Corporation shall not authorize, issue a press release or give a Redemption Notice unless (A) the Corporation has funds legally available for the payment of the aggregate Redemption Price and (B) prior to giving such notice, (i) all accumulated and unpaid dividends on the Convertible Preferred Stock (whether or not declared and including Compounded Dividends, if any) for Dividend Periods ended prior to the date of such notice shall have been or contemporaneously are declared and paid and (ii) if the Redemption Date occurs following a Record Date and prior to the related Dividend Payment Date, the full cash dividend for the related Dividend Period has been declared and sufficient funds have been set aside for payment of such dividend.

(9)

Conversion.

(a)

Right to Convert. Shares of Convertible Preferred Stock corresponding to Applicable Ownership Interests in Convertible Preferred Stock that are components of Corporate Units cannot be converted. Only Independent Shares can be converted. Subject to and upon compliance with the provisions of this Section IIIA(9), (x) each holder of an Independent Share shall have the right, at such holder’s option, to convert such share subject to satisfaction of the condition described in clause (i) below, at any time prior to the close of business on the Business Day immediately preceding June 1, 2022 under the circumstances and during the periods set forth in clause (i) below, and (y) at any time on or after June 1, 2022, each holder of a share of Convertible Preferred Stock shall have the right, at such holder’s option, to convert such share regardless of the conditions described in clause (i) below, in each case, at the Conversion Rate per share of Convertible Preferred Stock (subject to and in accordance with clause (d) below). Notwithstanding the foregoing, if any shares of Convertible Preferred Stock are called for redemption pursuant to Section IIIA(8), such conversion right shall cease and terminate, as to the shares of the Convertible Preferred Stock to be redeemed, at the close of business on the Business Day immediately preceding the Redemption Date, unless the Corporation shall default in the payment of the Redemption Price therefor, as provided herein.

(i)

If a transaction or event that constitutes a Fundamental Change occurs prior to the close of business on the Business Day immediately preceding June 1, 2022, all or any integral number of a holder’s Independent Shares may be surrendered for conversion at any time during the related Fundamental Change Period (such right of conversion, the “Fundamental Change Conversion Right”).

(b)

Conversion Procedures.

(i)

Conversion of Independent Shares may be effected by any holder thereof (A) if such holder’s shares of Convertible Preferred Stock are in certificated form, upon the surrender to the Corporation, at the principal office of the Corporation or at the office of

the Conversion Agent as may be designated by the Board of Directors Designee, of the certificate or certificates, if any, for such shares of the Convertible Preferred Stock to be converted accompanied by a complete and manually signed Notice of Conversion (as set forth in the form of Convertible Preferred Stock certificate attached hereto as Exhibit A) along with (x) appropriate endorsements and transfer documents as required by the Registrar or Conversion Agent and (y) if required pursuant to Section IIIA(9)(c), funds equal to the dividend payable on the next Dividend Payment Date or (B) if such holder’s shares of Convertible Preferred Stock are in the form of Global Preferred Shares, by (x) complying with the procedures of the Depositary in effect at that time and (y) if required pursuant to Section IIIA(9)(c), delivering funds equal to the dividend payable on the next Dividend Payment Date. In case such Notice of Conversion shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common Stock in such name or names. Other than such taxes, the Corporation shall pay any documentary, stamp or similar issue or transfer taxes that may be payable in respect of any issuance or delivery of shares of Common Stock upon conversion of shares of the Convertible Preferred Stock pursuant hereto. The conversion of the Convertible Preferred Stock will be deemed to have been made as of the close of business on the date (the “Conversion Date”) the foregoing procedures have been complied with. As promptly as practicable after the Conversion Date with respect to any shares of Convertible Preferred Stock, the Corporation shall reflect in its stock records the cancellation of the Convertible Preferred Stock that is being converted and the issuance of such number of validly issued, fully paid and non-assessable shares of Common Stock to which the holders of such shares of the Convertible Preferred Stock are entitled as a result of the conversion, if any, as of such Conversion Date (in the case any Physical Settlement) or the final day of the Observation Period (in the case of Combination Settlement). If any Common Stock to be issued

upon conversion is certificated, promptly after the issuance of the Common Stock certificate (or, if the Convertible Preferred Stock is certificated, promptly after, and in any case no later than (q) two Business Days after the surrender of the certificates representing the shares that are converted (in the case of Physical Settlement) and (r) two Business Days after the later of the surrender of the certificates representing the shares that are converted and the final day of the Observation Period (in the case of Combination Settlement)), the Corporation shall deliver or cause to be delivered (1) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which the holder of shares of the Convertible Preferred Stock being converted (or such holder’s transferee) shall be entitled, and (2) if the Convertible Preferred Stock is then certificated and less than the full number of shares of the Convertible Preferred Stock evidenced by the surrendered certificate or certificates is being converted, a new certificate or certificates, of like tenor, for the number of shares evidenced by such surrendered certificate or certificates less the number of shares being converted. As of the close of business on the Conversion Date, the rights of the holder of the Convertible Preferred Stock as to the shares being converted shall cease except for the right to receive shares of Common Stock.

(c)

Dividend and Other Payments Upon Conversion.

(i)

Upon settlement of a conversion of the Convertible Preferred Stock and subject to the immediately succeeding paragraph, a holder shall not receive cash payment of accumulated and unpaid dividends and the Corporation shall not make any payments in respect of or adjust the Conversion Rate to account for accumulated and unpaid dividends to the Conversion Date except as provided in Section IIIA(10)(a).

(ii)

If a holder of shares of Convertible Preferred Stock exercises its conversion rights, such shares shall cease to accumulate dividends as of the end of the day immediately preceding the Conversion Date. Upon conversion of the Convertible Preferred

Stock, except for conversion during the period from the close of business on any Record Date corresponding to a Dividend Payment Date to the open of business on such Dividend Payment Date, in which case the holder on such Record Date shall receive the dividends payable on such Dividend Payment Date, accumulated and unpaid dividends on the converted share of Convertible Preferred Stock shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the holder thereof through delivery of any cash and/or Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Convertible Preferred Stock being converted pursuant to the provisions hereof. Shares of the Convertible Preferred Stock surrendered for conversion after the close of business on any Record Date for the payment of dividends declared and before the opening of business on the Dividend Payment Date corresponding to that Record Date must be accompanied by a payment to the Corporation in cash of an amount equal to the dividend payable in respect of those shares on such Dividend Payment Date; provided that no such payment shall be required (1) if the Corporation has specified a Redemption Date that is after a Record Date and on or prior to the corresponding Dividend Payment Date or (2) if the Corporation has specified a Fundamental Change Conversion Deadline that is after a Record Date and on or prior to the corresponding Dividend Payment Date.

(d)

Settlement Upon Conversion.

(i)

Upon conversion of any Convertible Preferred Stock, the Corporation shall pay or deliver, as the case may be, to converting holders, either cash (“Cash Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of any fractional shares of Common Stock (“Physical Settlement”) or a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of any fractional shares of Common Stock (“Combination Settlement”), at its election, subject to the requirements set forth in this Section IIIA(9). Notwithstanding the above or any other provision of the Articles of Incorporation, the

Company, in connection with the conversion of any Convertible Preferred Stock, shall (A) select as the Settlement Method either Cash Settlement or Combination Settlement and (B) in the event that the Company selects Combination Settlement, specify a Specified Dollar Amount of not less than $1,000.

(ii)

The Corporation shall use the same Settlement Method for all conversions with the same Conversion Date, but the Corporation shall not have any obligation to use the same Settlement Method with respect to conversions occurring on different Conversion Dates, except that the Corporation shall use the same Settlement Method for (A) all conversions following a Redemption Notice to, and including, the related Redemption Date, regardless of the Conversion Date and (B) all conversions in connection with a Fundamental Change. If the Corporation elects a Settlement Method, it shall inform holders so converting through the Conversion Agent of such Settlement Method it has selected no later than the second Business Day immediately following the related Conversion Date; provided that (x) in the case of any conversions of Convertible Preferred Stock following a Redemption Notice to, and including, the Business Day immediately preceding the related Redemption Date, the Corporation shall elect the Settlement Method specified in such Redemption Notice and (y) in the case of a conversion in connection with a Fundamental Change, the Corporation shall elect the Settlement Method in the Fundamental Change Company Notice. If the Corporation elects Combination Settlement, but does not timely notify converting holders of the Specified Dollar Amount per share of Convertible Preferred Stock, such Specified Dollar Amount shall be deemed to be $1,000. If the Corporation does not timely provide notice electing a Settlement Method in respect of any conversion of the Convertible Preferred Stock, it shall be deemed to have elected Combination Settlement and the Specified Dollar Amount per share of Convertible Preferred Stock shall be equal to $1,000.

(iii)

The cash, shares of Common Stock or combination of cash and shares of Common Stock to be paid and/or delivered to converting holders of Convertible Preferred Stock (the “Settlement Amount”) shall be computed as follows:

(A)

if the Corporation elects Physical Settlement, the Corporation shall deliver to the converting holder a number of shares of Common Stock equal to the product of (1) the number of shares of Convertible Preferred Stock to be converted, and (2) the applicable Conversion Rate;

(B)

if the Corporation elects Cash Settlement, the Corporation shall deliver to the converting holder, in respect of the Liquidation Preference per share of Convertible Preferred Stock, cash in an amount equal to the sum of the Daily Conversion Values for each of the 20 consecutive Trading Days during the related Observation Period; and

(C)

if the Corporation elects (or is deemed to have elected) Combination Settlement, the Corporation shall pay or deliver to the converting holder, in respect of the Liquidation Preference per share of the Convertible Preferred Stock, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 20 consecutive Trading Days during the related Observation Period.

(iv)

If the Corporation elects Physical Settlement in respect of a conversion, the Corporation shall deliver the Settlement Amount to converting holders on the second Trading Day following the Conversion Date, but such holders will be deemed to be the owners of the shares of Common Stock included in the Settlement Amount as of the close of business on the Conversion Date. If the Corporation elects Cash Settlement or Combination Settlement, the Corporation shall pay or deliver, as the case may be, the Settlement Amount to converting holders on the second Trading Day

following the final Trading Day of the relevant Observation Period and such converting holders will be deemed to be the owners of any of the shares of Common Stock included in the Settlement Amount (if any) on the last Trading Day of the relevant Observation Period.

(e)

Fractional Shares. In connection with the conversion of any shares of the Convertible Preferred Stock, no fractions of shares of Common Stock shall be issued, but the Corporation shall pay a cash adjustment in respect of any fractional interest in an amount equal to the fractional interest multiplied by the Daily VWAP of the Common Stock on the Conversion Date (in the case of Physical Settlement) or the Daily VWAP of the Common Stock on the last Trading Day of the relevant Observation Period (in the case of Combination Settlement) rounded to the nearest whole cent.

(f)

Total Shares. If more than one share of the Convertible Preferred Stock shall be surrendered for conversion by the same holder at the same time, the number of full shares of Common Stock issuable on conversion of those shares shall be computed on the basis of the total number of shares of the Convertible Preferred Stock so surrendered.

(g)

Reservation of Shares; Shares to be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock. The Corporation shall:

(i)

at all times reserve and keep available, free from preemptive rights, for issuance upon the conversion of shares of the Convertible Preferred Stock such number of its authorized but unissued shares of Common Stock as shall from time to time be sufficient to permit the conversion of all Outstanding shares of the Convertible Preferred Stock (assuming for such purposes, that Physical Settlement is applicable to all conversions);

(ii)

prior to the delivery of any securities that the Corporation shall be obligated to deliver upon conversion of the Convertible Preferred Stock in respect of dividends thereon, comply with all applicable federal and state laws and regulations that require action to be taken by the Corporation (including, without limitation, the registration or

approval, if required, of any shares of Common Stock to be provided for the purpose of conversion of the Convertible Preferred Stock hereunder or in respect of dividends thereon); and

(iii)

ensure that all shares of Common Stock delivered upon conversion of the Convertible Preferred Stock, if any, and in respect of dividends thereon, if any, will, in each case, upon delivery, be duly and validly issued, fully paid and nonassessable, free of all liens and charges and not subject to any preemptive rights.

(10)

Adjusted Conversion Rate Upon a Fundamental Change.

(a)

If a Fundamental Change occurs, the Stock Price is less than the Conversion Price and a holder of Convertible Preferred Stock elects to convert Independent Shares in connection with such Fundamental Change, such conversion shall be at an adjusted Conversion Rate that shall be equal to (i) the Liquidation Preference per share of Convertible Preferred Stock plus all accumulated and unpaid dividends thereon, if any, to, but excluding, the Fundamental Change Settlement Date (unless the Conversion Date for a share of Convertible Preferred Stock occurs after the Record Date for the payment of declared dividends and prior to the related Dividend Payment Date, in which case the Conversion Rate calculation for such share under this clause (a) shall not include accumulated and unpaid dividends that shall be paid to holders of record on such Record Date as set forth in Section IIIA(9)(c) above), divided by (ii) the average of the Closing Sale Prices of the Common Stock for the five consecutive Trading Days ending on the second Business Day prior to the Fundamental Change Settlement Date (or, in the case of a Fundamental Change described in clause (b) of the definition of Fundamental Change where the holders of the Common Stock receive only cash in the Fundamental Change, the cash amount paid per share of Common Stock) (such average price or cash amount, as the case may be, the “Fundamental Change Settlement Price”). Notwithstanding the foregoing, in no event shall the Conversion Rate exceed 27.0599 shares of Common Stock per share of Convertible Preferred Stock (which is approximately equal to the Liquidation Preference per share of Convertible Preferred Stock divided by 50% of the Reference Price), subject to adjustment in accordance with

Section IIIA(11) and increase in accordance with Section IIIA(12), in each case, in a manner corresponding to the relevant adjustment or increase to the Conversion Rate. A conversion of the Convertible Preferred Stock shall be deemed for these purposes to be “in connection with” such Fundamental Change (regardless of the Stock Price) if the Conversion Date occurs from, and including, the Effective Date of such Fundamental Change to, and including, the Fundamental Change Conversion Deadline.

(b)

The Reference Price shall be adjusted as of any date on which the Conversion Rate of the Convertible Preferred Stock is adjusted. The adjusted Reference Price will equal the Reference Price applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the stock price adjustment and the denominator of which is the Conversion Rate as so adjusted.

(c)

The Corporation shall send a notice to holders of the Convertible Preferred Stock of a Fundamental Change within five Business Days after the Effective Date of the Fundamental Change (the “Fundamental Change Company Notice”). Such Fundamental Change Company Notice shall state:

(i)

the events constituting the Fundamental Change;

(ii)

the Effective Date of the Fundamental Change;

(iii)

the last date on which the holder of Convertible Preferred Stock may exercise the Fundamental Change Conversion Right (such date, the “Fundamental Change Conversion Deadline”), which shall be a date no less than 20 Business Days nor more than 35 Business Days after the Effective Date of such Fundamental Change, provided that if any Purchase Contracts are outstanding at the time the Corporation gives the Fundamental Change Company Notice, such date shall not be less than 10 Business Days following the early settlement date the Corporation specifies for the purchase contracts as described in the Purchase Contract and Pledge Agreement (the period from the Effective Date of a Fundamental Change to, and including, the

Fundamental Change Conversion Deadline, the “Fundamental Change Period”);

(iv)

the name and address of the Paying Agent and the Conversion Agent;

(v)

the Conversion Rate and any adjustment to the Conversion Rate that will result from the Fundamental Change, or if the Stock Price is less than the Conversion Price, the formula for determination of the Conversion Rate;

(vi)

the procedures that the holder of Convertible Preferred Stock must follow to exercise the Fundamental Change Conversion Right; and

(vii)

if the Stock Price is less than the Conversion Price, the Fundamental Change Settlement Date; and

(viii)

the Settlement Method for all conversions during the Fundamental Change Period, including, in the case of Combination Settlement, the amount of cash per share of Convertible Preferred Stock the Corporation will pay in settlement of any such conversions.

(d)

To exercise the Fundamental Change Conversion Right, a holder of the Convertible Preferred Stock must convert its Independent Shares in accordance with Section IIIA(9)(a)(i) and Section IIIA(9)(b).

(e)

If the Stock Price is less than the Conversion Price, then notwithstanding Section IIIA(9)(d) hereof, the Corporation can elect, pursuant to Section IIIA(9)(d)(ii), to settle conversions in connection with a valid exercise of the Fundamental Change Conversion Right through Cash Settlement, Combination Settlement or Physical Settlement, as follows:

(i)

the Corporation shall settle any conversions during the Fundamental Change Period on the Fundamental Change Settlement Date;

(ii)

if the Corporation has validly elected Physical Settlement in the Fundamental Change Company Notice, the Corporation shall deliver, in respect of each share of the Convertible Preferred Stock, a number of shares of Common Stock (and cash in

lieu of any fractional shares) equal to the Conversion Rate (as adjusted pursuant to this Section IIIA(10));

(iii)

if the Corporation has validly elected Cash Settlement in the Fundamental Change Company Notice, the Corporation shall deliver, in respect of each share of the Convertible Preferred Stock, an amount of cash equal to the Conversion Rate (as adjusted pursuant to this Section IIIA(10)) multiplied by the Fundamental Change Settlement Price; and

(iv)

if the Corporation has validly elected (or is deemed to have elected) Combination Settlement in the Fundamental Change Company Notice, the Corporation shall deliver, in respect of each share of the Convertible Preferred Stock, in addition to the amount of cash per share of Convertible Preferred Stock specified in the Fundamental Change Company Notice, a number of shares of Common Stock (and cash in lieu of any fractional shares) equal to a fraction, the numerator of which is (X) the Conversion Rate (as adjusted pursuant to this Section IIIA(10)) multiplied by the Fundamental Change Settlement Price minus (Y) the amount of cash per share specified in the Fundamental Change Company Notice, and the denominator of which is the Fundamental Change Settlement Price.

If the holders of the Common Stock receive only cash in a Reorganization Event, then notwithstanding the foregoing, for all conversions in connection with a Fundamental Change that occur after the effective date of such transaction where the relevant Stock Price is less than the Conversion Price, the consideration due upon conversion of each such share of Convertible Preferred Stock shall be solely cash in an amount equal to the Conversion Rate as modified by this this Section IIIA(10), multiplied by the Fundamental Change Settlement Price for such transaction.

(f)

The Corporation shall, to the extent applicable, comply with the listing standards of the New York Stock Exchange in connection with the issuance of Common Stock upon any exercise of the Fundamental Change Conversion Right.

(g)

Nothing in this Section IIIA(10) shall prevent an adjustment to the Conversion Rate pursuant to Section

IIIA(11) in respect of a Fundamental Change or any increase to the Conversion Rate pursuant to Section IIIA(12).

(11)

Conversion Rate Adjustments. The Conversion Rate shall be adjusted from time to time by the Corporation for any of the following events that occur following the Initial Issue Date:

(a)

If the Corporation issues Common Stock as a dividend or distribution on its Common Stock to all or substantially all holders of its Common Stock, or if the Corporation effects a share split or share combination, the Conversion Rate shall be adjusted based on the following formula:

CR₁ = CR₀ × OS₁ / OS₀

where,

CR₀ = the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution or the open of business on the effective date of such share split or share combination;

CR₁ = the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination;

OS₀ = the number of shares of Common Stock outstanding immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination; and

OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend or distribution, or the effective date of such share split or share combination.

Any adjustment made pursuant to this paragraph (a) shall become effective as of the open of business on (x) the Ex-Dividend Date for such dividend or distribution or (y) the date on which such split or combination becomes effective, as applicable. If any dividend or distribution described in this paragraph (a) is declared but not so paid or made, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

(b)

If the Corporation distributes to all holders of Common Stock any rights, warrants or options entitling them for a period of not more than 45 days after the date of distribution thereof to subscribe for or purchase Common Stock, in any case at an exercise price per share of Common Stock less than the average of the Closing Sale Prices of the Common Stock for the 10 consecutive Trading Days ending on, and including, the Trading Day immediately preceding the date of the announcement of such distribution, the Conversion Rate shall be increased based on the following formula:

CR₁ = CR₀ × (OS₀ + X) / (OS₀ + Y)

where,

CR₀ = the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;

CR₁ = the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such distribution;

OS₀ = the number of shares of Common Stock outstanding immediately prior to the Ex-Dividend Date for such distribution;

X = the aggregate number of shares of Common Stock issuable pursuant to such rights, warrants or options; and

Y = the number of shares of Common Stock equal to the quotient of (A) the aggregate price payable to exercise all such rights, warrants or options divided by (B) the average of the Closing Sale Prices of Common Stock for the 10 consecutive Trading Days ending on, and including, the Trading Day immediately preceding the date of the announcement of the distribution of such rights, warrants or options.

For purposes of this paragraph (b), in determining whether any rights, warrants or options entitle the holders to subscribe for or purchase Common Stock at less than the average of the Closing Sale Prices of the Common Stock for the 10 consecutive Trading Days ending on, and including, the Trading Day immediately preceding the date of the announcement of the distribution of such rights, warrants or options, and in determining the aggregate exercise or conversion price payable for such Common Stock, there shall be taken into account any consideration received by the Corporation for such rights, warrants or options and any amount payable on exercise or conversion thereof, with the value of such

consideration, if other than cash, to be determined by the Corporation. Any increase to the Conversion Rate made under this paragraph (b) shall be made successively whenever any such rights, options or warrants are distributed and shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution. If any right, warrant or option described in this paragraph (b) is not exercised or converted prior to the expiration of the exercisability or convertibility thereof, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect if such right, warrant or option had not been so distributed.

(c)

If the Corporation distributes shares of Capital Stock of the Corporation, evidences of indebtedness or other assets or property of the Corporation to all holders of Common Stock, excluding:

(i)

dividends, distributions, rights, warrants or options as to which an adjustment to the Conversion Rate was effected in paragraph (a) or (b) above;

(ii)

dividends or distributions paid exclusively in cash; and

(iii)

Spin-Offs described below in this paragraph (c), then the Conversion Rate shall be increased based on the following formula:

CR1 = CR0 × SP0 / (SP0 – FMV)

where,

CR₀ = the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;

CR₁ = the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such distribution;

SP₀ = the Closing Sale Price of Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and

FMV = the fair market value (as determined in good faith by the Corporation) of the shares of Capital Stock of the Corporation, evidences of indebtedness, assets or property distributed with respect to each outstanding share of Common Stock, expressed as an amount per share of

Common Stock, on the Ex-Dividend Date for such distribution.

An adjustment to the Conversion Rate made pursuant to the immediately preceding paragraph shall become effective as of the open of business on the Ex-Dividend Date for such distribution.

Notwithstanding the foregoing, if “FMV” (as defined in this Section IIIA(11)(c)) is equal to or greater than “SP₀” (as defined in this Section IIIA(11)(c)), in lieu of the foregoing increase, each holder of Convertible Preferred Stock shall receive, in respect of each share of Convertible Preferred Stock, at the same time and upon the same terms as holders of Common Stock and without having to convert its shares of Convertible Preferred Stock, the amount and kind of Capital Stock, evidences of indebtedness or other assets or property of the Corporation that such holder would have received if such holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex-Dividend Date for the distribution.

If the Corporation distributes to all holders of Common Stock, Capital Stock of the Corporation of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit, in each case, that are, or, when issued, will be, listed on a U.S. national securities exchange (a “Spin-Off”), the Conversion Rate in effect immediately following the 10th Trading Day immediately following, and including, the Ex-Dividend Date of the Spin-Off shall be increased based on the following formula:

CR₁ = CR₀ × (FMV₀ + MP₀) / MP₀

where,

CR₀ = the Conversion Rate in effect on the 10th Trading Day immediately following, and including, the Ex-Dividend Date of the Spin-Off;

CR₁ = the Conversion Rate immediately after the 10th Trading Day immediately following, and including, the Ex-Dividend Date of the Spin-Off;

FMV₀ = the average of the Closing Sale Prices of the capital stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the first 10 consecutive Trading Days

after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and

MP₀ = the average of the Closing Sale Prices of Common Stock over the Valuation Period.

The increase to the Conversion Rate under the immediately preceding paragraph shall occur at the close of business on the last Trading Day of the Valuation Period; provided that (x) in respect of any conversion of Convertible Preferred Stock for which Physical Settlement is applicable, if the relevant Conversion Date occurs during the Valuation Period, the reference to “10” in the preceding paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date in determining the Conversion Rate and (y) in respect of any conversion of Convertible Preferred Stock for which Cash Settlement or Combination Settlement is applicable, for any Trading Day that falls within the relevant Observation Period for such conversion and within the Valuation Period, the reference to “10” in the preceding paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Trading Day in determining the Conversion Rate as of such Trading Day.

If any such dividend or distribution described in this paragraph (c) is declared but not paid or made, the Conversion Rate shall be readjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

(d)

If any cash dividend or distribution is made to all or substantially all holders of Common Stock, other than a regular, quarterly cash dividend that does not exceed $0.9175 per share (the “Initial Dividend Threshold”), the Conversion Rate shall be adjusted based on the following formula:

CR₁ = CR₀ × (SP₀ – IDT) / (SP₀ – C)

where,

CR₀ = the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such cash dividend or distribution;

CR₁ = the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such cash dividend or distribution;

SP₀ = the Closing Sale Price of Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such cash dividend or distribution;

C = the amount in cash per share the Corporation distributes to holders of Common Stock; and

IDT = the Initial Dividend Threshold; provided that if the dividend or distribution is not a regular quarterly cash dividend, the Initial Dividend Threshold shall be deemed to be zero.

Any increase to the Conversion Rate made pursuant to this paragraph (d) shall become effective as of the open of business on the Ex-Dividend Date for such dividend or distribution. If any such dividend or distribution is not so paid or made, the new Conversion Rate shall be readjusted to the Conversion Rate that would be in effect if such dividend or distribution had not been declared.

Notwithstanding the foregoing, if “C” (as in this Section IIIA(11)(d)) is equal to or greater than “SP₀” (as defined in this Section IIIA(11)(d)), in lieu of the foregoing increase, each holder of Convertible Preferred Stock shall receive, for each share of Convertible Preferred Stock, at the same time and upon the same terms as holders of shares of Common Stock and without having to convert its shares of Convertible Preferred Stock, the amount of cash that such holder would have received if such holder owned a number of shares of Common Stock equal to the Conversion Rate on the Ex-Dividend Date for such cash dividend or distribution.

The Initial Dividend Threshold shall be subject to adjustment in a manner inversely proportional to adjustments to the Conversion Rate; provided that no adjustment shall be made to the Initial Dividend Threshold for any adjustment made to the Conversion Rate under this Section IIIA(11)(d).

(e)

If the Corporation or any of its Subsidiaries make a payment in respect of a tender offer or exchange offer for the Common Stock to the extent that the cash and value of any other consideration included in the payment per share of the Common Stock exceeds the Closing Sale Price of Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, the Conversion Rate shall be increased based on the following formula:

CR₁ = CR₀ × (AC + (SP₁ × OS₁)) / (SP₁ × OS₀)

where,

CR₀ = the Conversion Rate in effect immediately prior to the close of business on the Trading Day on which such tender or exchange offer expires;

CR₁ = the Conversion Rate in effect immediately after the close of business on the Trading Day immediately following the date such tender or exchange offer expires;

AC = the aggregate value of all cash and any other consideration (as determined in good faith by the Board of Directors) paid or payable for the Common Stock purchased in such tender or exchange offer;

OS₀ = the number of shares of Common Stock outstanding immediately prior to the close of business on the Trading Day such tender or exchange offer expires (prior to giving effect to the purchase or exchange of shares of Common Stock pursuant to such tender or exchange offer);

OS₁ = the number of shares of Common Stock outstanding immediately after the close of business on the Trading Day such tender or exchange offer expires (after giving effect to the purchase or exchange of shares of Common Stock pursuant to such tender or exchange offer); and

SP₁ = the Closing Sale Price of Common Stock on the Trading Day next succeeding the date such tender or exchange offer expires.

If the application of the foregoing formula would result in a decrease in the Conversion Rate, no adjustment to the Conversion Rate shall be made.

Any adjustment to the Conversion Rate made pursuant to this Section IIIA(11)(e) shall become effective at the close of business on the Trading Day immediately following the date such tender offer or exchange offer expires. If the Corporation or one of its Subsidiaries is obligated to purchase Common Stock pursuant to any such tender or exchange offer but is permanently prevented by applicable law from effecting any such purchase or all such purchases are rescinded, the Conversion Rate shall be readjusted to be the Conversion Rate that would be in effect if such tender or exchange offer had not been made.

(f)

The Corporation may make such increases to the Conversion Rate in addition to those required by this Section IIIA(11) as it considers to be advisable to avoid or diminish any income tax to holders of Common Stock resulting from any dividend or distribution of stock (or rights to purchase Common Stock) or from any event treated as such for income tax purposes. To the extent permitted by applicable law, the Corporation from time to time may increase the Conversion Rate by any amount for any period of time if the period is at least 20 Business Days and the increase is irrevocable during the period and the Corporation determines that such increase would be in its best interests. Whenever the Conversion Rate is increased pursuant to either of the two immediately preceding sentences, the Corporation shall mail to each holder of the Convertible Preferred Stock at the address of such holder as it appears in the stock register a notice of the increase at least 15 calendar days prior to the date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the period during which it will be in effect.

(i)

All required calculations shall be made to the nearest cent or 1/10,000th of a share, as the case may be. The Corporation shall not be required to make an adjustment to the Conversion Rate unless the adjustment would require a change of at least 1% in the Conversion Rate. However, the Corporation shall carry forward any adjustments that are less than 1% of the Conversion Rate and make such carried-forward adjustments (x) when all such carried-forward adjustments aggregate to a change of at least 1% in the Conversion Rate and (y) regardless of whether the aggregate adjustment is less than 1% (A) on the Effective Date for any

Fundamental Change, (B) on the Conversion Date in respect of any shares of Convertible Preferred Stock for which Physical Settlement applies and (iii) on each Trading Day of any Observation Period in respect of any conversion of Convertible Preferred Stock for which Cash Settlement or Combination Settlement applies.

(ii)

No adjustment to the Conversion Rate shall be made if holders of the Convertible Preferred Stock, as a result of holding the Convertible Preferred Stock and without conversion thereof, are entitled to participate at the same time as the holders of Common Stock participate in any of the transactions described above as if such holders of the Convertible Preferred Stock held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the number of shares of Convertible Preferred Stock held by such holders.

(iii)

Whenever the Conversion Rate is adjusted as herein provided, the Corporation shall promptly file with the Conversion Agent an Authorized Officer’s certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Unless and until a responsible officer of the Conversion Agent shall have received such Authorized Officer’s certificate, the Conversion Agent shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume that the last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Corporation shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Rate to each holder of Convertible Preferred Stock at its last address appearing in the stock register within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.

(iv)

If a Conversion Rate adjustment becomes effective on the Ex-Dividend Date for any dividend or

distribution and a holder that has converted its shares of the Convertible Preferred Stock on or after such Ex-Dividend Date and on or prior to the related Record Date would be treated as the record holder of Common Stock as of the related Conversion Date based on an adjusted Conversion Rate for such Ex-Dividend Date, then, notwithstanding the foregoing Conversion Rate adjustment provisions, adjustments relating to such Ex-Dividend Date shall not be made for such converting holder. Instead, such holder shall be treated as if such holder were the record owner of Common Stock on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment.

(g)

Whenever any provision of this Section IIIA requires the Corporation to calculate the Closing Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts over a span of multiple days (including any Observation Period, the Five-Day Average Price and the Stock Price and Fundamental Change Settlement Price (if applicable)), the Corporation shall make appropriate adjustments to each to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date or the expiration date of the event occurs, at any time during the period when the Closing Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts are to be calculated.

(h)

The Conversion Rate shall not be required to be adjusted except as specifically set forth in this Section IIIA. Without limiting the foregoing, the Conversion Rate shall not be required to be adjusted:

(i)

upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Corporation and the investment of additional optional amounts in shares of Common Stock under any plan;

(ii)

upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee,

director, trustee or consultant benefit plan, employee agreement or arrangement or program of the Corporation;

(iii)

upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of the Initial Issue Date;

(iv)

solely for a change in the par value of the Common Stock; or

(v)

for accumulated and unpaid dividends.

(12)

Remarketing.

(a)

Remarketing. Holders of Separate Shares of Convertible Preferred Stock shall have the rights in respect of any Remarketing as set forth in the Purchase Contract and Pledge Agreement.

(b)

Increased Rates.

(i)

In connection with each Remarketing, the Board of Directors Designee shall determine any Increased Rate after consultation with the Remarketing Agent.

(ii)

In the event of a Successful Remarketing, the Dividend Rate may be increased on the Remarketing Settlement Date to the Increased Dividend Rate as determined by the Board of Directors Designee after consultation with the Remarketing Agent(s). If the Dividend Rate is increased pursuant to a Successful Optional Remarketing, the Increased Dividend Rate shall be the Dividend Rate determined by the Board of Directors Designee, after consultation with the Remarketing Agent, as the rate the Convertible Preferred Stock should bear in order for the net Remarketing proceeds of such Convertible Preferred Stock to have an aggregate market value on the Optional Remarketing Date of at least 100% of the aggregate of the Treasury Portfolio Purchase Price plus the Separate Shares Purchase Price, if any. If the Dividend Rate is increased pursuant to a Successful Final Remarketing, the Increased Dividend Rate shall be the Dividend Rate determined by the Board of Directors Designee,

after consultation with the Remarketing Agent, as the rate the Convertible Preferred Stock should bear in order for the net Remarketing proceeds to equal at least $1,000 multiplied by the aggregate number of shares of Convertible Preferred Stock being remarketed.

(iii)

On the Remarketing Settlement Date of any Successful Remarketing,

(A)

if the Closing Sale Price of the Common Stock on the related Remarketing Date is less than the Reference Price, the Conversion Rate shall increase to an amount equal to $1,000, divided by 120% of the Closing Sale Price of the Common Stock on such Remarketing Date (rounded to the nearest ten-thousandth share); and

(B)

if the Closing Sale Price of the Common Stock on the related Remarketing Date is greater than or equal to the Reference Price, the Corporation shall not change the Conversion Rate.

Notwithstanding the foregoing, in no event shall the Conversion Rate as increased pursuant to this Section IIIA(12)(b) exceed 45.1000 shares of Common Stock per share of Convertible Preferred Stock, subject to adjustment in the same manner as the Conversion Rate pursuant to Section IIIA(11).

(iv)

For the avoidance of doubt, the Corporation shall not decrease the Conversion Rate or the Dividend Rate in connection with a Successful Remarketing.

(v)

Any modified terms of the Convertible Preferred Stock in connection with a Remarketing shall apply to every share of Convertible Preferred Stock, whether or not the holder of such shares elected to participate in the Remarketing. Dividends shall continue to be payable on the Convertible Preferred Stock quarterly, when, as and if declared by the Board of Directors.

(vi)

The Corporation shall (A) notify each of the Transfer Agent and the Conversion Agent by an

Authorized Officer’s certificate delivered to the Transfer Agent and the Conversion Agent and (B) request the Depositary to notify its Depositary Participants holding shares of Convertible Preferred Stock, in each case, of the Increased Rate(s) on the Business Day following the date of a Successful Remarketing.

(vii)

In the event of an Unsuccessful Final Remarketing, an Unsuccessful Optional Remarketing, or if no Applicable Ownership Interests in Convertible Preferred Stock are included in Corporate Units and none of the holders of the Separate Shares of Convertible Preferred Stock elect to have their shares of Convertible Preferred Stock remarketed in any Remarketing, neither the Dividend Rate nor the Conversion Rate shall be modified.

(viii)

If there is an Unsuccessful Remarketing, the Corporation shall cause a notice of the Unsuccessful Remarketing to be published before the open of business on the Business Day following the Applicable Remarketing Period. This notice shall be validly published by making a timely release to any appropriate news agency, including, without limitation, Bloomberg Business News and the Dow Jones News Service.

(13)

[Reserved]

(14)

Effect of Recapitalizations, Reclassifications and Changes of Common Stock.

(a)

The following events are defined as “Reorganization Events”:

(i)

any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination);

(ii)

any consolidation, merger or combination involving the Corporation;

(iii)

any sale, lease or other transfer to another Person of the consolidated assets of the Corporation and its Subsidiaries substantially as an entirety; or

(iv)

any statutory exchange of the Common Stock;

in each case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (“Exchange Property”).

(b)

At and after the effective time of a Reorganization Event, the Conversion Rate shall be determined by reference to the value of an Exchange Property Unit, and the Corporation shall deliver, upon settlement of any conversion of Convertible Preferred Stock, a number of Exchange Property Units equal to the number of shares of Common Stock that the Corporation would otherwise be required to deliver. However, at and after the effective time of the Reorganization Event, (i) the Corporation shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of the Convertible Preferred Stock in accordance with Section IIIA(9)(d) and (ii)(x) any amount payable in cash upon conversion of the Convertible Preferred Stock in accordance with Section IIIA(9)(d) shall continue to be payable in cash, (y) any shares of Common Stock that the Corporation would have been required to deliver upon conversion of Convertible Preferred Stock in accordance with Section IIIA(9)(d) shall instead be deliverable in the amount and type of Exchange Property that a holder of that number of shares of Common Stock would have been entitled to receive in such transaction and (z) the Daily VWAP and Fundamental Change Settlement Price shall be calculated based on the value of an Exchange Property Unit that a holder of one share of Common Stock would have received in such transaction.

(c)

In the event holders of Common Stock (other than any Constituent Person or Affiliate thereof) have the opportunity to elect the form of consideration to be received in such transaction, the Exchange Property Unit that holders of the Convertible Preferred Stock are entitled to receive shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Corporation shall notify holders of the weighted average as soon as practicable after such determination is made.

(d)

If the holders in a Reorganization Event receive only cash in such transaction, then notwithstanding anything herein to the contrary for all conversions that occur after the effective date of such transaction (other than as set forth in

Section IIIA(10)(e) above for conversions in connection with a Fundamental Change where the relevant Stock Price is less than the Conversion Price) (i) the consideration due upon conversion of each share of Convertible Preferred Stock shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date, multiplied by the price paid per share of Common Stock in such transaction and (ii) the Corporation shall satisfy its conversion obligation by paying cash to converting holders on the second Scheduled Trading Day immediately following the Conversion Date.

(e)

In connection with any Reorganization Event, the Corporation shall amend this Section IIIA (1) to provide for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments described under Section IIIA(11) above, (2) in the case of any transaction that results in the common equity of any entity other than the Corporation (or, for the avoidance of doubt, the Corporation’s successor in such transaction) being included as Exchange Property, (x) by replacing references to the “Corporation” (and similar references) in the definitions of “Fundamental Change” with references to that other entity and (y) by causing the Dividend Blocker Provisions to apply to that other entity, with its equity securities being deemed stock ranking junior to the Convertible Preferred Stock for this purpose and (3) to include such additional provisions to protect the interests of the holders of Convertible Preferred Stock as the Board of Directors reasonably considers necessary by reason of the foregoing. The Corporation shall not become party to any Reorganization Event unless its terms are consistent with the foregoing.

(f)

In connection with any adjustment to the Conversion Rate pursuant to this Section IIIA(14), the Corporation shall also adjust the Initial Dividend Threshold based on the number of shares of Common Stock comprising the Exchange Property and (if applicable) the value of any non-stock consideration comprising the Exchange Property. If the Exchange Property is composed solely of non-stock consideration, the Initial Dividend Threshold shall be zero.

(g)

The Corporation shall cause notice of the application of this Section IIIA(14) to be delivered to each holder of the Convertible Preferred Stock at the address of such holder as it appears in the stock register within twenty (20) days after

the occurrence of any of the events specified in Section IIIA(14)(a) and shall publish such information on its website. Failure to deliver such notice shall not affect the legality or validity of any conversion right pursuant to this Section IIIA(14).

(h)

The above provisions of this Section IIIA(14) shall similarly apply to successive Reorganization Events, and the provisions of Section IIIA(11) shall apply to any shares of Capital Stock received by the holders of Common Stock in any such Reorganization Event.

(15)

Rights Issued in Respect of Common Stock Issued Upon Conversion. If the Corporation has in effect a rights plan while any shares of Convertible Preferred Stock remain outstanding, holders of Convertible Preferred Stock shall receive, upon a conversion of Convertible Preferred Stock, in addition to shares of Common Stock, if any, rights under the Corporation’s shareholder rights agreement unless, prior to such conversion, the rights have separated from the Common Stock, in which case the Conversion Rate shall be adjusted at the time of separation as if the Corporation had distributed to all holders of the Common Stock, Capital Stock of the Corporation (other than Common Stock), evidences of indebtedness, the Corporation’s assets or properties pursuant to Section IIIA(11)(c) above, subject to readjustment upon the subsequent expiration, termination or redemption of the rights.

(16)

Voting Rights.

(a)

The holders of record of shares of the Convertible Preferred Stock shall not be entitled to any voting rights except as hereinafter provided in this Section IIIA(16), as otherwise provided in the Articles of Incorporation or as otherwise provided by law.

(b)

The affirmative vote of holders of at least two-thirds of the Outstanding shares of the Convertible Preferred Stock and all other class or series of Parity Stock upon which like voting rights have been conferred, voting as a single class, in person or by proxy, at an annual meeting of the Corporation’s stockholders or at a special meeting called for the purpose, or by written consent in lieu of such a meeting, shall be required for the following events:

(i)

to authorize, create or issue, or increase the number of authorized or issued shares of, any class or series

of Senior Stock, or reclassify any Capital Stock of the Corporation into any such shares of Senior Stock, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any shares of Senior Stock;

(ii)

to alter, repeal or amend any provisions of the Articles of Incorporation so as to materially and adversely affect any right, preference, privilege or voting power of the Convertible Preferred Stock; or

(iii)

to consummate a binding share exchange or reclassification involving the shares of Convertible Preferred Stock or a merger or consolidation of the Corporation with another entity, unless either (A) the shares of Convertible Preferred Stock remain outstanding and have rights, preferences, privileges and voting powers, taken as a whole, that are no less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Convertible Preferred Stock immediately prior to such consummation, taken as a whole, or (B) in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, the shares of Convertible Preferred Stock are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, such surviving or resulting entity or ultimate parent is organized under the laws of the United States, any state thereof or the District of Columbia and treated as a corporation for U.S. federal income tax purposes, and such preference securities have rights, preferences, privileges and voting powers, taken as a whole, that are no less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Convertible Preferred Stock immediately prior to such consummation, taken as a whole;

provided that the creation and issuance, or an increase in the authorized or issued amount, whether pursuant to pre-emptive or similar rights or otherwise, of any series of preferred stock (including the Convertible Preferred Stock) constituting Junior Stock or Parity Stock, shall not be deemed to adversely affect the rights, preferences, privileges or voting powers of the Convertible Preferred

Stock, and shall not require the affirmative vote or consent of the holders of the Convertible Preferred Stock.

If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified above would adversely affect one or more but not all series of Parity Stock (including the Convertible Preferred Stock for this purpose), then only the one or more series of Parity Stock adversely affected and entitled to vote, rather than all series of Parity Stock, shall vote as a class.

(c)

So long as such action does not adversely affect the special rights, preferences, privileges or voting powers of the Convertible Preferred Stock, and limitations and restrictions thereof, the Corporation may amend, alter, supplement, or repeal any terms of the Convertible Preferred Stock without the consent of the holders of the Convertible Preferred Stock, for the following purposes:

(i)

to cure any ambiguity or mistake, or to correct or supplement any provision contained in this Article IIIA establishing the terms of the Convertible Preferred Stock that may be defective or inconsistent with any other provision contained in in this Article IIIA;

(ii)

to make any provision with respect to matters or questions relating to the Convertible Preferred Stock that is not inconsistent with the provisions of this Article IIIA establishing the terms of the Convertible Preferred Stock, including, but not limited to, the filing with the Secretary of the State Articles of Amendment to reflect the amended terms (if any) of the Convertible Preferred Stock in connection with a Successful Remarketing;

(iii)

to waive any of the Corporation’s rights with respect thereto; or

(iv)

to make any other change to the terms of the Convertible Preferred Stock;

provided that any such amendment, alteration, supplement or repeal of any terms of the Convertible Preferred Stock effected in order to (1) conform the terms thereof to the description of the terms of the Convertible Preferred Stock set forth under “Description of the Convertible Preferred

Stock” in the Preliminary Prospectus Supplement (as supplemented and/or amended by the Pricing Term Sheet) or (2) implement the changes to the Convertible Preferred Stock as set forth in Section IIIA(12) above in connection with a Successful Remarketing, in each case, shall be deemed not to adversely affect the special rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of the Convertible Preferred Stock.

Holders of Convertible Preferred Stock shall not be entitled to vote with respect to (A) any increase in the number of the authorized shares of Common Stock or Preferred Stock, (B) any increase in the number of authorized shares of Convertible Preferred Stock, or (C) the creation, issuance or increase in the number of authorized shares of any Junior Stock or Parity Stock, except as set forth above. Nor shall holders of Convertible Preferred Stock have any voting right with respect to, and the consent of the holders of any Convertible Preferred Stock is not required for, any corporate action, including any merger or consolidation involving the Corporation or a sale of all or substantially all of the assets of the Corporation, regardless of the effect that such merger, consolidation or sale may have upon the powers, preferences, voting power or other rights or privileges of Convertible Preferred Stock, except as set forth above. No holder of Common Stock or any other class or series of stock shall be entitled to vote with respect to any changes to the terms of the Convertible Preferred Stock or the adoption of any Articles of Amendment with respect thereto in connection with a Successful Remarketing as set forth in Section IIIA(12).

In addition, the voting power as provided above shall not apply, if, at or prior to the time when the act with respect to which the vote would otherwise be required would occur, the Corporation has redeemed upon proper procedures all outstanding shares of the Convertible Preferred Stock.

(d)

If at any time dividends on any shares of Convertible Preferred Stock have not been declared and paid in full for six or more Dividend Periods, whether or not consecutive, then the holders of shares of Convertible Preferred Stock (voting together as a class with all other series of Parity Stock upon which like voting rights have been conferred and are exercisable (and with voting rights allocated pro rata based on the liquidation preference of the Convertible Preferred Stock and each such other class or series of

Preferred Stock)) shall be entitled to elect two additional directors of the Corporation (each, a “Convertible Preferred Stock Director”) at the next annual meeting of stockholders (or at a special meeting of the Corporation’s stockholders called for such purpose in the manner described below, whichever is earlier) and each subsequent meeting until all dividends accumulated on the Convertible Preferred Stock and all other series of Parity Stock upon which like voting rights have been conferred and are exercisable have been fully paid or a sum sufficient for payment is set aside for payment. In such a case, the number of directors serving on the Board of Directors shall be increased by two. The term of office of such Convertible Preferred Stock Directors will terminate immediately upon the termination of the right of the holders of Convertible Preferred Stock and such Parity Stock to vote for directors. Each holder of shares of the Convertible Preferred Stock will have one vote for each share of Convertible Preferred Stock held. At any time after voting power to elect directors shall have become vested and be continuing in the holders of the Convertible Preferred Stock pursuant to this Section IIIA(16)(d), or if a vacancy shall exist in the office of any Convertible Preferred Stock Director, the Board of Directors may, and upon written request of the holders of record of at least 10% of the Outstanding Convertible Preferred Stock and all other series of Parity Stock upon which like voting rights have been conferred and are exercisable addressed to the Chairman of the Board of the Corporation shall, call a special meeting of the holders of the Convertible Preferred Stock and all other series of Parity Stock upon which like voting rights have been conferred and are exercisable (voting together as a class with all other series of Parity Stock upon which like voting rights have been conferred and are exercisable) for the purpose of electing the Convertible Preferred Stock Director(s) that such holders are entitled to elect; provided that, if such written request is received within 90 days before the date fixed for the next annual or special meeting of stockholders, the Board of Directors may disregard the request and the Convertible Preferred Stock Directors shall be elected at such annual or special meeting of stockholders. At any meeting held for the purpose of electing a Convertible Preferred Stock Director, the presence in person or by proxy of the holders of at least a majority of the Outstanding Convertible Preferred Stock shall be required to constitute a quorum of

such Convertible Preferred Stock and the Convertible Preferred Stock Directors shall be elected by a plurality of the votes cast. Each Convertible Preferred Stock Director shall be entitled to one vote on any matter before the Board of Directors. Each Convertible Preferred Stock Director shall serve until such director’s successor is duly elected and qualifies or until such director’s right to serve as a director terminates as described above, whichever occurs earlier. The Convertible Preferred Stock Directors shall agree, prior to their election to office, to resign upon any termination of the right of the holders of Convertible Preferred Stock and Parity Stock having like voting rights to vote as a class for Convertible Preferred Stock Directors as herein provided, and upon such termination, the Convertible Preferred Stock Directors then in office shall forthwith resign and the number of directors serving on the Board of Directors will be reduced accordingly.

(17)

Transfer Agent and Registrar. The duly appointed transfer agent (the “Transfer Agent”) and Registrar (the “Registrar”) for the Convertible Preferred Stock shall be Broadridge Corporation Issuer Solutions, Inc. The Corporation may, in its sole discretion, remove the Transfer Agent; provided that the Corporation shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal.

(18)

Currency. All shares of Convertible Preferred Stock shall be denominated in U.S. currency, and all payments and distributions thereon or with respect thereto shall be made in U.S. currency. All references herein to “$”or “dollars” refer to U.S. currency.

(19)

Form.

(a)

Shares of the Convertible Preferred Stock shall be issued in fully registered, certificated form and may be issued in the form of one or more permanent global shares of Convertible Preferred Stock registered in the name of the Depositary or its nominee (each, a “Global Preferred Share”), which shall be substantially in the form set forth in Exhibit A. Convertible Preferred Stock represented by the Global Preferred Shares will be exchangeable for other certificates evidencing shares of Convertible Preferred Stock only (x) if the Depositary (A) has notified the Corporation that it is unwilling or unable to continue as depository for the Global Preferred Shares or (B) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor depository is

not appointed by the Corporation within 90 days after such notice or cessation, (y) if the Corporation determines at any time that the shares of Convertible Preferred Stock shall no longer be represented by Global Preferred Shares, in which case it shall inform the Depositary of such determination, or (z) following the request of a beneficial owner of Convertible Preferred Stock seeking to exercise or enforce its rights with respect to its shares of Convertible Preferred Stock. In any such case, such new certificates evidencing shares of Convertible Preferred Stock shall be registered in the name or names of the Person or Person specified by the Depositary in a written instrument to the Registrar. Except as provided above, owners of beneficial interest in a Global Preferred Share will not be entitled to receive certificates evidencing shares of Convertible Preferred Stock. Unless and until such Global Preferred Share is exchanged for other certificates evidencing shares of Convertible Preferred Stock, Global Preferred Shares may be transferred, in whole but not in part, and any payments on the Convertible Preferred Stock shall be made, only to the Depositary or a nominee of the Depositary, or to a successor Depositary selected or approved by the Corporation or to a nominee of such successor Depositary.

(b)

To the extent permitted by applicable procedures of the Depositary, certificates evidencing shares of the Convertible Preferred Stock may be issued to represent fractional shares with a Liquidation Preference of $100 and integral multiples of $100 in excess thereof.

The Global Preferred Shares may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Corporation is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Corporation). The Global Preferred Shares shall be deposited with the Registrar, at its New York office, as custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Corporation and countersigned by the Transfer Agent and registered by the Registrar as hereinafter provided. The aggregate number of shares represented by the Global Preferred Shares, or any one Global Preferred Share, may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Depositary or its nominee as hereinafter provided. At such time as all interests in a Global Preferred Share have been converted, canceled, repurchased or transferred, such Global Preferred Share shall be, upon receipt thereof, canceled by the Corporation in

accordance with standing procedures and existing instructions between the Depositary and the Corporation.

This Section IIIA(19) shall apply only to a Global Preferred Share deposited with or on behalf of the Depositary. The Corporation shall execute and the Registrar shall, in accordance with this Section IIIA(19), countersign and deliver one or more Global Preferred Shares in accordance with the terms hereof that (i) shall be registered in the name of Cede & Co. or other nominee of the Depositary and (ii) shall be delivered by the Registrar to Cede & Co. or pursuant to instructions received from Cede & Co. or held by the Registrar as custodian for the Depositary pursuant to an agreement between the Depositary and the Registrar. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Article IIIA, with respect to any Global Preferred Share held on their behalf by the Depositary or by the Registrar as the custodian of the Depositary, or under such Global Preferred Share, and the Depositary may be treated by the Corporation, the Registrar and any agent of the Corporation or the Registrar as the absolute owner of such Global Preferred Share for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Registrar or any agent of the Corporation or the Registrar from giving effect to any written certification, proxy or other authorization furnished by the registered holder of the Convertible Preferred Stock or impair, as between the Depositary and its Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Preferred Share.

The Corporation’s Chief Executive Officer, President, or any Vice President and the Treasurer or an Assistant Treasurer or the Corporate Secretary or an Assistant Corporate Secretary shall sign the certificates evidencing the Convertible Preferred Stock for the Corporation, in accordance with the Corporation’s bylaws and applicable law, by manual or facsimile signature. If such an individual whose signature is on a share certificate no longer holds that office at the time the Transfer Agent authenticates the certificate, such certificate shall be valid nevertheless. A certificate evidencing shares of Convertible Preferred Stock shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such certificate. The signature shall be conclusive evidence that such certificate has been authenticated under this Article IIIA. Each share certificate shall be dated the date of its authentication.

(20)

Reissuance and Retirement. Shares of Convertible Preferred Stock that have been redeemed or converted in accordance herewith or automatically delivered to the Corporation following an Unsuccessful Final Remarketing pursuant to the Purchase Contract and Pledge Agreement, in each case, shall be retired and shall not be reissued as shares of Convertible Preferred Stock hereunder, but the number of shares so retired shall revert to the status of authorized but unissued shares of Preferred Stock of the Corporation.

(21)

Paying Agent and Conversion Agent.

(a)

The Corporation shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Convertible Preferred Stock may be presented for payment (the “Paying Agent”) and (ii) an office or agency where Convertible Preferred Stock may be presented for conversion (the “Conversion Agent”). The Transfer Agent shall act as Paying Agent and Conversion Agent, unless another Paying Agent or Conversion Agent is appointed by the Corporation. Initially, Deutsche Bank Trust Company Americas is appointed by the Corporation as the Paying Agent and Conversion Agent. The Corporation may appoint the Registrar, the Paying Agent and the Conversion Agent and may appoint one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine. The term “Paying Agent” includes any additional paying agent and the term “Conversion Agent” includes any additional conversion agent. The Corporation may change any Paying Agent or Conversion Agent without prior notice to any holder. The Corporation shall notify the Registrar of the name and address of any Paying Agent or Conversion Agent appointed by the Corporation. If the Corporation fails to appoint or maintain another entity as Paying Agent or Conversion Agent, the Registrar shall act as such. The Corporation or any of its Affiliates may act as Paying Agent, Registrar or Conversion Agent.

(b)

Payments due on the Convertible Preferred Stock shall be payable at the office or agency of the Corporation maintained for such purpose in The City of New York and at any other office or agency maintained by the Corporation for such purpose. Payments shall be payable by United States dollar check drawn on, or wire transfer (provided that appropriate wire instructions have been received by the Registrar at least 15 days prior to the applicable date of

payment) to a U.S. dollar account maintained by the holder with, a bank located in New York City; provided that at the option of the Corporation, payment of dividends may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Convertible Preferred Stock register. Notwithstanding the foregoing, payments due in respect of the Global Preferred Shares shall be payable by wire transfer of immediately available funds in accordance with the procedures of the Depositary.

(22)

Headings. The headings of the subsections of this Article IIIA are for convenience of reference only and shall not define, limit or affect any of the provisions hereof.

(23)

Rights of Holders. No person or entity, other than the person or entity in whose name a certificate representing the Convertible Preferred Stock is registered, shall have any rights hereunder or with respect to the Convertible Preferred Stock, the Corporation shall recognize the registered owner thereof as the sole owner for all purposes, and no other person or entity (other than the Corporation) shall have any benefit, right, claim or remedy hereunder.

(24)

Withholding. Notwithstanding anything to the contrary, the Corporation or any agent of the Corporation shall have the right to deduct and withhold from any payment or distribution (or deemed distribution) made with respect to any share of Convertible Preferred Stock (or the delivery of shares of Common Stock and/or cash upon conversion of Convertible Preferred Stock) such amounts as are required to be deducted or withheld with respect to the making of such payment or distribution (or delivery) under applicable tax law without liability therefor. To the extent that any amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes as having been paid (or delivered) to the applicable holder of Convertible Preferred Stock. In the event the Corporation or any agent of the Corporation previously remitted any amounts to a governmental entity which was not actually withheld at the source on account of taxes required to be deducted or withheld in respect of any payment or distribution (or deemed distribution) or delivery with respect to any share of Convertible Preferred Stock with respect to an applicable holder of Convertible Preferred Stock, the Corporation and any such agent shall be entitled to offset any such amounts against any future amounts otherwise payable or deliverable to the applicable holder hereunder or under any other instrument or agreement.”

Article IIIB.

4.65% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock

(1)

Number and Designation. 800,000 shares of the Preferred Stock of the Corporation shall be designated as “4.65% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock” (the “Series B Preferred Stock”). The Corporation may authorize and issue additional shares of Series B Preferred Stock at any time and from time to time without notice to, or the consent of, the holders of the Series B Preferred Stock, and such additional shares of Series B Preferred Stock will be deemed to form a single series together with all outstanding shares of the Series B Preferred Stock. Each share of Series B Preferred Stock shall be identical in all respects to every other share of Series B Preferred Stock, except as to the respective dates from which dividends thereon shall accumulate, to the extent such dates may differ as permitted pursuant to Section IIIB(4)(a) below.

(2)

Certain Definitions. As used in this Article IIIB, the following terms shall have the meanings given to them in this Section IIIB(2). Any capitalized terms used but not otherwise defined herein shall have the meaning set forth elsewhere in the Articles of Incorporation, unless the context otherwise requires.

“Agent Members” has the meaning specified in Section IIIB(16) hereof.

“Articles of Incorporation” means the Articles of Incorporation of the Corporation, as amended and restated, and as further amended from time to time.

“Board of Directors” means the board of directors of the Corporation or a duly authorized committee of that board.

securities convertible or exchangeable into an equity interest), warrants or options to acquire an equity interest in such Person.

“close of business” means 5:00 p.m., New York City time.

“Common Stock” means the common stock, no par value, of the Corporation.

“Corporation” means Dominion Energy, Inc., a corporation organized and existing under the laws of the Commonwealth of Virginia, and shall include any successor to such Corporation.

“Depositary” means DTC or its successor depositary designated by the Corporation.

“Dividend Payment Date” has the meaning specified in Section IIIB(4).

“Dividend Period” with respect to the Series B Preferred Stock means each period commencing on (and including) a Dividend Payment Date and continuing to, but excluding, the next succeeding Dividend Payment Date or any earlier redemption date, except that the first Dividend Period for the initial issuance of Series B Preferred Stock shall commence on (and include) the Issue Date.

“Dividend Record Date” has the meaning specified in Section IIIB(4).

“DTC” means The Depositary Trust Company, New York, New York.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“First Call Date” means December 15, 2024.

“Five-year U.S. Treasury Rate” means, as of any Reset Dividend Determination Date, as applicable, (i) an interest rate (expressed as a decimal) determined to be the per annum rate equal to the arithmetic mean, for the immediately preceding week, of the daily yields to maturity for U.S. Treasury securities with a maturity of five years from the next Reset Date and trading in the public securities markets or (ii) if the H.15(519) is not published during the week preceding the Reset Dividend Determination Date, or does not contain such yields, then the rate will be determined by interpolation between the arithmetic mean, for the immediately preceding week, of the daily yields to maturity for each of the two series of U.S. Treasury securities trading in the public securities markets, (A) one maturing as close as possible to, but earlier than, the Reset Date following the next succeeding Reset Dividend Determination Date, and (B) the other maturity as close as possible to, but later than, the Reset Date following the next succeeding Reset Dividend Determination

Date, in each case as published in the most recent H.15(519) under the caption “Treasury Constant Maturities” as the yield on actively traded U.S. Treasury securities adjusted to constant maturity. If the Five-year U.S. Treasury Rate cannot be determined pursuant to the methods described in clauses (i) or (ii) above, then the Five-year U.S. Treasury Rate will be the same interest rate determined for the immediately preceding Reset Dividend Determination Date, or if this sentence is applicable with respect to the first Reset Dividend Determination Date, 1.657%.

“Global Series B Preferred Share” has the meaning specified in Section IIIB(16)(a).

“H.15(519)” means the statistical release designated as such, or any successor publication, published by the Board of Governors of the U.S. Federal Reserve System, and “Most recent H.15(519)” means the H.15(519) published closest in time but prior to the close of business on the second Business Day prior to the applicable Reset Date.

“Issue Date” shall mean December 13, 2019.

“Junior Stock” means (i) the Common Stock and (ii) each other class or series of Capital Stock of the Corporation the terms of which do not expressly provide that such Capital Stock ranks either (x) senior to the Series B Preferred Stock as to dividend rights or rights upon the Corporation’s liquidation, winding-up or dissolution or (y) on a parity with the Series B Preferred Stock as to dividend rights and rights upon the Corporation’s liquidation, winding-up or dissolution.

“Liquidation Preference” has the meaning specified in Section IIIB(5).

“Nonpayment Event” has the meaning specified in Section IIIB(8)(b).

“Parity Stock” means (i) the Series A Preferred Stock and (ii) each other class or series of Capital Stock of the Corporation issued after the Issue Date, the terms of which expressly provide that such Capital Stock shall rank on a parity with the Series B Preferred Stock as to dividend rights and rights upon the Corporation’s liquidation, winding-up or dissolution.

“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, company, limited liability company, trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature.

“Preferred Stock” means any and all series of preferred stock of the Corporation, including the Series A Preferred Stock and the Series B Preferred Stock.

“Preferred Stock Directors” has the meaning specified in Section IIIB(8)(b).

“Preliminary Prospectus Supplement” means the preliminary prospectus supplement relating to the Series B Preferred Stock filed by the Corporation with the SEC on December 2, 2019, a copy of which is available at the SEC’s website, http://www.sec.gov, under file number 333-219088.

“Pricing Term Sheet” means the pricing term sheet relating to the Series B Preferred Stock filed by the Corporation with the SEC and dated December 2, 2019, a copy of which is available at the SEC’s website, http://www.sec.gov, under file number 333-219088.

“Prospectus” means the prospectus relating to certain securities of the Corporation filed by the Corporation with the SEC on December 2, 2019 together with the Preliminary Prospectus Supplement, a copy of which is available at the SEC’s website, http://www.sec.gov, under file number 333-219088.

“Ratings Event” means that any nationally recognized statistical rating organization as defined in Section 3(a)(62) of the Exchange Act or in any successor provision thereto, that then publishes a rating for the Corporation (a “Rating Agency”) amends, clarifies or changes the criteria it uses to assign equity credit to securities such as the Series B Preferred Stock, which amendment, clarification or change results in: (i) the shortening of the length of time the Series B Preferred Stock is assigned a particular level of equity credit by that Rating Agency as compared to the length of time they would have been assigned that level of equity credit by that Rating Agency or its predecessor on the initial issuance of the Series B Preferred Stock; or (ii) the lowering of the equity credit (including up to a lesser amount) assigned to the Series B Preferred Stock by that Rating Agency as compared to the equity credit assigned by that Rating Agency or its predecessor on the initial issuance of the Series B Preferred Stock.

“Registrar” shall have the meaning assigned to it in Section IIIB(14) hereof.

“Reset Date” means the First Call Date and each date falling on the fifth anniversary of the preceding Reset Date.

“Reset Dividend Determination Date” means, in respect of any Reset Period, the day falling two business days prior to the beginning of such Reset Period.

“Reset Period” means the period from and including the First Call Date to, but excluding, the next following Reset Date and thereafter each period

from and including each Reset Date to, but excluding, the next following Reset Date.

“Senior Stock” means each class or series of Capital Stock of the Corporation issued after the Issue Date, the terms of which expressly provide that such Capital Stock shall rank senior to the Series B Preferred Stock as to dividend rights or rights upon the Corporation’s liquidation, winding-up or dissolution.

“Series A Preferred Stock” means the Corporation’s 1.75% Series A Cumulative Perpetual Convertible Preferred Stock, with no par value and liquidation preference $1,000 per share.

“Transfer Agent” shall have the meaning assigned to it in Section IIIB(14) hereof.

“Voting Preferred Stock” means, with regard to any election or removal of a Preferred Stock Director (as defined in Section IIIB(8)(b)below) or any other matter as to which the holders of Series B Preferred Stock are entitled to vote as specified in Section IIIB(8) of these Articles, any and all classes or series of Preferred Stock (other than Series B Preferred Stock), that rank equally with Series B Preferred Stock either as to the payment of dividends (whether cumulative or non-cumulative) or as to the distribution of assets upon liquidation, dissolution or winding-up of the affairs of the Corporation and upon which like voting rights have been conferred and are exercisable with respect to such matter.

(3)

Rank. The Series B Preferred Stock, with respect to dividend rights and/or rights upon the liquidation, winding-up or dissolution of the Corporation, as applicable, shall rank (i) senior to all Junior Stock, (ii) on a parity with all Parity Stock and (iii) junior to all Senior Stock and the Corporation’s existing and future indebtedness. The Corporation may issue Parity Stock and Junior Stock at any time and from time to time in one or more series without notice to, or the consent of, the holders of the Series B Preferred Stock.

(4)

Dividends.

(a)

Rate. (i) Subject to the rights of holders of any class of Capital Stock of the Corporation ranking senior to the Series B Preferred Stock with respect to dividends, holders of Series B Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the payment of dividends under Virginia law, cumulative cash dividends per each share of Series B Preferred Stock at the rate determined as set forth

below in this Section IIIB(4) applied to the Liquidation Preference amount of $1,000 per share of Series B Preferred Stock. Dividends on the Series B Preferred Stock shall accumulate daily and shall be cumulative from, and including, the Issue Date (or the most recent Dividend Payment Date through which dividends have been paid) and shall be payable semi-annually in arrears on the 15th day of each June and December, commencing on June 15, 2020 (each such date, a “Dividend Payment Date”); provided, that if any such Dividend Payment Date is a day that is not a Business Day, the dividend with respect to such Dividend Payment Date shall instead be payable on the immediately succeeding Business Day, without additional dividends, interest or other payment in respect of such delayed payment. Dividends on Series B Preferred Stock shall be cumulative whether or not (i) the Corporation has earnings, (ii) the payment of such dividends is then permitted under Virginia law, (iii) those dividends are authorized or declared or (iv) the Corporation is party to any agreements that prohibit the current payment of dividends, including any agreements relating to the Corporation’s indebtedness. Accordingly, if the Board of Directors does not declare a dividend on the Series B Preferred Stock payable in respect of any Dividend Period before the related Dividend Payment Date, such dividend shall accumulate and an amount equal to such accumulated dividend shall become payable out of funds legally available therefor upon the liquidation, dissolution or winding-up of the affairs of the Corporation (or earlier redemption of such shares of Series B Preferred Stock), to the extent not paid prior to such liquidation, dissolution or winding-up or earlier redemption, as the case may be. No interest, or sum of money in lieu of interest, shall be payable on any dividend payment that may be in arrears on the Series B Preferred Stock.

(i)

Dividends that are payable on Series B Preferred Stock on any Dividend Payment Date will be payable to holders of record of Series B Preferred Stock as they appear on the stock register of the Corporation as of the close of business on the applicable record date, which shall be the 15th calendar day before such Dividend Payment Date (each, a “Dividend Record Date”) or, if the shares of Series B Preferred Stock are held as Global Preferred Shares, the Dividend Record Date shall be the Business Day immediately preceding the

applicable Dividend Payment Date. Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. In the case of payments of accumulated dividends payable in arrears, the Dividend Record Date shall be such date fixed by the Board of Directors.

(ii)

Dividends payable on the Series B Preferred Stock, including dividends payable for any partial Dividend Period, shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Dollar amounts resulting from that calculation will be rounded to the nearest cent, with one-half cent being rounded upward. Dividends payable on any Dividend Payment Date shall include dividends accumulated to, but excluding, such Dividend Payment Date.

(iii)

The initial dividend rate for the Series B Preferred Stock from and including the Issue Date to, but excluding, the First Call Date will be 4.65% per annum of the $1,000 liquidation preference per share. On and after the First Call Date, the dividend rate on the Series B Preferred Stock for each Reset Period will be equal to the Five-year U.S. Treasury Rate as of the most recent Reset Dividend Determination Date plus a spread of 2.993%.

(iv)

The applicable dividend rate for each Reset Period will be determined by the calculation agent, as of the applicable Reset Dividend Determination Date. Promptly upon such determination, the calculation agent will notify the Corporation of the dividend rate for the Reset Period. The calculation agent’s determination of any dividend rate, and its calculation of the amount of dividends for any Dividend Period beginning on or after the First Call Date will be on file at the Corporation’s principal offices, will be made available to any holder of the Series B Preferred Stock upon request and will be final and binding in the absence of manifest error.

(b)

Priority of Dividends. (i) The Corporation shall not declare or pay, or set aside for payment, full dividends on the Series B Preferred Stock or any Parity Stock for any Dividend Period unless the full cumulative dividends have

been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside) on the Series B Preferred Stock and any Parity Stock through the most recently completed Dividend Period for each such security. When dividends are not paid (or declared and a sum sufficient for payment thereof set aside) in full on the Series B Preferred Stock and any shares of Parity Stock on any Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the related Dividend Period), all dividends declared on the Series B Preferred Stock and all such Parity Stock and payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) shall be declared pro rata so that the respective amounts of such dividends shall bear the same ratio to each other as all accumulated but unpaid dividends per share on the Series B Preferred Stock and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) bear to each other. Any portion of such dividends not declared and paid (or declared and a sum sufficient for the payment thereof set aside) that are payable upon the Series B Preferred Stock and such Parity Stock in respect of such Dividend Period on such Dividend Payment Date shall accumulate, and an amount equal to such undeclared portion of such dividends shall become payable out of funds legally available for the payment of dividends upon the Corporation’s liquidation, dissolution or winding-up (or earlier redemption of such shares of Series B Preferred Stock and such Parity Stock), to the extent not paid prior to such liquidation, dissolution or winding- up or earlier redemption, as the case may be.

(i)

During any Dividend Period, so long as any shares of Series B Preferred Stock remain outstanding, unless the full cumulative dividends have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside) on the Series B Preferred Stock and any Parity Stock through the most recently completed Dividend Period for each such security: (x) no dividend shall be declared or paid on the Common Stock or any

other shares of Junior Stock (other than a dividend payable solely in shares of Junior Stock); and (y) no Common Stock or other Junior Stock shall be purchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other than (a) purchases, redemptions or other acquisitions of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of current or former employees, officers, directors or consultants of the Corporation or any of its Subsidiaries or in connection with Dominion Energy Direct or any successor plan thereto; (b) purchases of shares of Common Stock pursuant to a contractually binding requirement to buy Common Stock existing prior to the commencement of the first Dividend Period for which dividends on the Series B Preferred Stock are unpaid, including under a contractually binding stock repurchase plan; (c) the purchase of, or the payment of cash in lieu of, fractional interests in Junior Stock (x) in connection with a bona fide acquisition of a business or (y) pursuant to the conversion or exchange provisions of such Junior Stock or securities convertible into or exchangeable for such Junior Stock; (d) any declaration of a dividend on the Capital Stock of the Corporation in connection with the implementation of a shareholders rights plan designed to protect the Corporation against unsolicited offers to acquire its Capital Stock, or the issuance of Capital Stock of the Corporation under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (e) dividends or distributions payable solely in Junior Stock, or warrants, options or rights to acquire Junior Stock (other than dividends or distributions of any indebtedness, Parity Stock or Senior Stock, in each case, convertible into, or having other rights to acquire, Junior Stock); or (f) conversions of any Junior Stock into, or exchanges of any Junior Stock for, a class or series of other Junior Stock.

(ii)

The Series B Preferred Stock shall rank junior as to payment of dividends to any class or series of Senior Stock that the Corporation may issue in the future. If at any time the Corporation has failed to pay, on the applicable payment date, accumulated

dividends on any class or series of Senior Stock, the Corporation may not pay any dividends on the outstanding Series B Preferred Stock or redeem or otherwise repurchase any shares of Series B Preferred Stock until the Corporation has paid or set aside for payment the full amount of the unpaid dividends on the Senior Stock that must, under the terms of such securities, be paid before the Corporation may pay dividends on, or redeem or repurchase, the Series B Preferred Stock.

(iii)

Notwithstanding anything herein to the contrary, no dividends on the Series B Preferred Stock shall be declared and paid (or declared and a sum sufficient for the payment thereof set aside) at such time as the terms and provisions of any agreement of the Corporation, including any agreement relating to its indebtedness, prohibits such declaration and payment (or declaration and setting aside a sum sufficient for the payment thereof) under any such agreement would constitute a breach thereof or a default thereunder, or if the declaration and payment (or the declaration and setting aside a sum sufficient for the payment thereof) would constitute a breach of or a default under any such agreement or shall be restricted or prohibited by law.

(c)

Subject to the foregoing, dividends (payable in cash, stock or otherwise) as may be determined by the Board of Directors may be declared and paid on the Common Stock and any other shares of Junior Stock from time to time out of any funds legally available for such payment, and the Series B Preferred Stock shall not be entitled to participate in any such dividend.

(5)

Liquidation Preference.

(a)

excluding, the date of final distribution to such holders, but subject to the prior payment in full of all the Corporation’s liabilities and the payment of Senior Stock. If, upon any liquidation, dissolution or winding-up of the Corporation, the Corporation’s assets, or proceeds thereof, are insufficient to pay in full the preferential amount aforesaid and liquidating payments on Series B Preferred Stock and any other Parity Stock (with respect to liquidation rights only), then such assets, or the proceeds thereof, shall be distributed among the holders of the Series B Preferred Stock and any other Parity Stock (with respect to liquidation rights) ratably in proportion to the respective amounts that would be payable on such shares of Series B Preferred Stock and any such Parity Stock, send a written notice by first class mail to each holder of record of the Series B Preferred Stock at such holder’s registered address, of any event triggering the right to receive a distribution in connection with any voluntary or involuntary liquidation, dissolution or winding up of the Corporation.

(b)

Neither the consolidation or merger of the Corporation with or into any other Person, nor the voluntary sale, lease, transfer or conveyance of all or substantially all of the Corporation's property or assets shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding-up of the Corporation.

(c)

Subject to the rights of the holders of any Parity Stock (with respect to liquidation rights), after payment has been made in full to the holders of the Series B Preferred Stock, as provided in this Section IIIB(5), holders of Junior Stock (with respect to liquidation rights) shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of Series B Preferred Stock shall not be entitled to share therein.

(6)

No Maturity. The Series B Preferred Stock has no maturity date or mandatory conversion date.

(7)

Redemption.

(a)

Optional Redemption. The Corporation may, at its option, redeem the shares of Series B Preferred Stock at the time outstanding, upon notice given as provided in Section IIIB(7)(c) below, (i) in whole or in part, from time to time,

on the First Call Date or any subsequent Reset Date, at a redemption price in cash equal to $1,000 per share of Series B Preferred Stock, plus an amount equal to accumulated and unpaid dividends (whether or not declared) to, but excluding, the date fixed for redemption, or (ii) in whole but not in part, within 120 days after the conclusion of any review or appeal process instituted by the Corporation following the occurrence of a Ratings Event, at a redemption price in cash equal to $1,020 per share of Series B Preferred Stock, plus an amount equal to accumulated and unpaid dividends (whether or not declared) to, but excluding, such redemption date.

The redemption price for any shares of Series B Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Corporation or its agent. Any declared and unpaid dividends payable on a redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period shall not constitute a part of or be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on the Dividend Record Date relating to such Dividend Payment Date as provided in Section IIIB(5) above.

(b)

No Sinking Fund. The Series B Preferred Stock will not be subject to any mandatory redemption, sinking fund, retirement fund or purchase fund or other similar provisions. Holders of Series B Preferred Stock will have no right to require redemption, repurchase or retirement of any shares of Series B Preferred Stock.

(c)

Notice of Redemption. Notice of every redemption of shares of Series B Preferred Stock shall be given by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series B Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series B Preferred

Stock. Notwithstanding the foregoing, if the Series B Preferred Stock is issued in book-entry form through The Depository Trust Company or any other similar facility, notice of redemption may be given to the holders of Series B Preferred Stock at such time and in any manner permitted by such facility. Each such notice given to a holder shall state: (1) the redemption date; (2) the number of shares of Series B Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (3) the redemption price; (4) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (5) that dividends on the shares of Series B Preferred Stock to be redeemed will cease to accumulate from and after such redemption date.

(d)

Partial Redemption. In case of any redemption of only part of the shares of Series B Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro rata or by lot (or, in the event the Series B Preferred Stock is in the form of Global Series B Preferred Stock in accordance with the applicable procedures of DTC). Subject to the provisions hereof, the Corporation shall have full power and authority to prescribe the terms and conditions upon which shares of Series B Preferred Stock shall be redeemed from time to time. If fewer than all the shares represented by any certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without charge to the holder thereof.

(e)

Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date dividends shall cease to accumulate on all shares so called for redemption, all shares so called for redemption shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption, without interest. Any funds unclaimed at the end of two years from

the redemption date shall, to the extent permitted by law, be released to the Corporation, after which time the holders of the shares so called for redemption shall look only to the Corporation for payment of the redemption price of such shares.

(f)

No Redemption at the Option of the Holder. Holders of the Series B Preferred Stock will have no right to require the redemption or repurchase of the Series B Preferred Stock.

(8)

Voting Rights.

(a)

General. The holders of Series B Preferred Stock shall not have any voting rights except as set forth below or as otherwise from time to time required by law.

(b)

Right to Elect Two Directors Upon Nonpayment Events. If and whenever dividends on any shares of Series B Preferred Stock shall not have been paid in full for the equivalent of three semi-annual full Dividend Periods, whether or not consecutive (a “Nonpayment Event”), the number of directors then constituting the Board of Directors shall be increased by two and the holders of Series B Preferred Stock, together with the holders of any outstanding shares of Voting Preferred Stock, voting together as a single class, with each series having a number of votes proportionate to the aggregate liquidation preference of the outstanding shares of such series, shall be entitled to elect the two additional directors (the “Preferred Stock Directors”), provided that it shall be a qualification for election for any such Preferred Stock Director that the election of such director shall not cause the Corporation to violate the corporate governance requirement of the New York Stock Exchange (or any other securities exchange or other trading facility on which securities of the Corporation may then be listed or traded) that listed or traded companies must have a majority of independent directors.

In the event that the holders of the Series B Preferred Stock, and such other holders of Voting Preferred Stock, shall be entitled to vote for the election of the Preferred Stock Directors following a Nonpayment Event, such directors shall be initially elected following such Nonpayment Event only at a special meeting called at the request of the holders of record of at least 10% of the Series B Preferred Stock or of any other such series of Voting

Preferred Stock then outstanding (unless such request for a special meeting is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders of the Corporation, in which event such election shall be held only at such next annual or special meeting of stockholders), and at each subsequent annual meeting of stockholders of the Corporation. Such request to call a special meeting for the initial election of the Preferred Stock Directors after a Nonpayment Event shall be made by written notice, signed by the requisite holders of Series B Preferred Stock or Voting Preferred Stock, and delivered to the Secretary of the Corporation in such manner as provided for in Section IIIB(10) below, or as may otherwise be required by law.

If and when all accumulated and unpaid dividends on the Series B Preferred Stock and all other voting preferred stock shall have been paid in full or declared and a sum sufficient for payment thereof set aside for payment, through the most recently completed Dividend Period following a Nonpayment Event, then the right of the holders of Series B Preferred Stock to elect the Preferred Stock Directors shall cease (but subject always to revesting of such voting rights in the case of any future Nonpayment Event pursuant to this Section IIIB(8) and the number of Dividend Periods in which dividends have not been paid shall be reset to zero), and, if and when any rights of holders of Series B Preferred Stock and Voting Preferred Stock to elect the Preferred Stock Directors shall have ceased, the terms of office of all the Preferred Stock Directors shall forthwith terminate and the number of directors constituting the Board of Directors shall automatically be reduced accordingly.

Any Preferred Stock Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of the Series B Preferred Stock and Voting Preferred Stock, when they have the voting rights described above (voting together as a single class). So long as a Nonpayment Event shall continue, any vacancy in the office of a Preferred Stock Director (other than prior to the initial election of Preferred Stock Directors after a Nonpayment Event) may be filled by the written consent of the Preferred Stock Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of the Series B Preferred Stock and Voting Preferred Stock, when they have the

voting rights described above (voting together as a single class). Any such vote of stockholders to remove, or to fill a vacancy in the office of, a Preferred Stock Director may be taken only at a special meeting of such stockholders, called as provided above for an initial election of Preferred Stock Director after a Nonpayment Event (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such election shall be held at such next annual or special meeting of stockholders). The Preferred Stock Directors shall each be entitled to one vote per director on any matter that shall come before the Board of Directors for a vote. Each Preferred Stock Director elected at any special meeting of stockholders or by written consent of the other Preferred Stock Director shall hold office until the next annual meeting of the stockholders if such office shall not have previously terminated as above provided

(c)

Other Voting Rights. So long as any shares of Series B Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by law or by the Articles of Incorporation, the vote or consent of the holders of at least 66 2/3% of the shares of Series B Preferred Stock and any Voting Preferred Stock (subject to the last paragraph of this Section IIIB(8)(c)) at the time outstanding and entitled to vote thereon, voting together as a single class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating:

(i)

Authorization of Senior Stock. Any amendment or alteration of the Articles of Incorporation or these Articles of Amendment to authorize or create, or increase the authorized amount of, any shares of any class or series of Capital Stock of the Corporation ranking senior to the Series B Preferred Stock with respect to the payment of dividends and/or the distribution of assets on any liquidation, dissolution or winding-up of the affairs of the Corporation;

(ii)

Amendment of Series B Preferred Stock. Any amendment, alteration or repeal of any provision of the Articles of Incorporation or these Articles of Amendment so as to materially and adversely affect the special rights, preferences, privileges or voting

powers of the Series B Preferred Stock, taken as a whole; or

(iii)

Share Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding share exchange or reclassification involving the Series B Preferred Stock, or of a merger or consolidation of the Corporation with another corporation or other entity, unless in each case (x) the shares of Series B Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (y) such Series B Preferred Stock remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of the Series B Preferred Stock immediately prior to such consummation, taken as a whole;

provided, however, that for all purposes of this Section IIIB(8)(c), any increase in the amount of the authorized or issued Series B Preferred Stock or authorized Preferred Stock, or the creation and issuance, or an increase in the authorized or issued amount, of any other series of Preferred Stock ranking equally with and/or junior to the Series B Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon liquidation, dissolution or winding-up of the affairs of the Corporation will not be deemed to materially and adversely affect the special rights, preferences, privileges or voting powers of the Series B Preferred Stock and shall not require the affirmative vote or consent of the holders of the Series B Preferred Stock.

If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section IIIB(8)(c) would materially and adversely affect the Series B Preferred Stock and one or more, but not all, series of Voting Preferred Stock (including the Series B

Preferred Stock for this purpose), then only the Series B Preferred Stock and such series of Voting Preferred Stock as are materially and adversely affected by and entitled to vote shall vote on the matter together as a single class (in lieu of all other series of Voting Preferred Stock).

(d)

Changes for Clarification. To the fullest extent permitted by law, without the consent of the holders of the Series B Preferred Stock, so long as such action does not adversely affect the special rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of the Series B Preferred Stock, the Corporation may amend, alter, supplement or repeal any terms of the Series B Preferred Stock for the following purposes: (i) to cure any ambiguity, omission, inconsistency or mistake in any such agreement or instrument; (ii) to make any provision with respect to matters or questions relating to the Series B Preferred Stock that is not inconsistent with the provisions of these Articles of Amendment and that does not adversely affect the rights of any holder of the Series B Preferred Stock; or (iii) to make any other change that does not adversely affect the rights of any holder of the Series B Preferred Stock (other than any holder that consents to such change).

In addition, without the consent of the holders of the Series B Preferred Stock, the Corporation may amend, alter, supplement or repeal any terms of the Series B Preferred Stock to conform the terms of the Series B Preferred Stock to the description thereof in the related Prospectus as supplemented and/or amended by the “Description of the Series B Preferred Stock” section of the Preliminary Prospectus Supplement for the Series B Preferred Stock, as further supplemented and/or amended by the related Pricing Term Sheet.

Holders of shares of Series B Preferred Stock shall not be entitled to vote with respect to any increase in the total number of authorized shares of Common Stock or preferred stock, any increase in the number of shares of the Series A Preferred Stock or the creation or issuance of any other class or series of Capital Stock, or any increase in the number of authorized shares of any other class or series of Capital Stock, in each case, ranking on parity with or junior to the Series A Preferred Stock with respect to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up, except as set forth above.

Holders of shares of Series B Preferred Stock will not have any voting rights with respect to, and the consent of the holders of shares of Series B Preferred Stock is not required for, the taking of any corporate action, including any merger or consolidation involving the Corporation or a sale of all or substantially all of the Corporation’s assets, regardless of the effect that such merger, consolidation or sale may have upon the powers, preferences, voting power or other rights or privileges of the Series A Preferred Stock, except as set forth above.

(e)

Changes after Provision for Redemption. No vote or consent of the holders of Series B Preferred Stock shall be required pursuant to Section IIIB(8)(b) or (8)(c) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such subsections, all outstanding shares of Series B Preferred Stock shall have been redeemed, or shall have been called for redemption upon proper notice and sufficient funds shall have been set aside for such redemption, in each case pursuant to Section IIIB(7) above.

(f)

Procedures for Voting and Consents. The rules and procedures for calling and conducting any meeting of the holders of Series B Preferred Stock (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be governed by any rules the Board of Directors or the chairman of the meeting, in their discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Articles of Incorporation, the Corporation’s bylaws and applicable law. Whether the vote or consent of the holders of a plurality, majority or other portion of the shares of Series B Preferred Stock and any Voting Preferred Stock has been cast or given on any matter on which the holders of shares of Series B Preferred Stock are entitled to vote shall be determined by the Corporation by reference to the specified liquidation amounts of the shares voted or covered by the consent.

(9)

Record Holders. To the fullest extent permitted by applicable law, the Corporation and the Transfer Agent for the Series B Preferred Stock may deem and treat the record holder of any share of Series B Preferred Stock as the true and lawful owner thereof for all

purposes, and neither the Corporation nor such Transfer Agent shall be affected by any notice to the contrary.

(10)

Notices. All notices or communications in respect of Series B Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in these Articles of Amendment, in the Articles of Incorporation or the Corporation’s bylaws or by applicable law.

(11)

No Preemptive Rights. No share of Series B Preferred Stock shall have any rights of preemption whatsoever as to any securities of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or granted.

(12)

No Other Rights. The shares of Series B Preferred Stock shall not have any voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Articles of Incorporation or as provided by applicable law.

(13)

No Conversion Rights. The shares of Series B Preferred Stock shall not be convertible into any other class of stock.

(14)

Transfer Agent and Registrar. The duly appointed transfer agent (the “Transfer Agent”) and Registrar (the “Registrar”) for the Series B Preferred Stock shall be Broadridge Corporation Issuer Solutions, Inc. The Corporation may, in its sole discretion, remove the Transfer Agent; provided that the Corporation shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal.

(15)

Currency. All shares of Series B Preferred Stock shall be denominated in U.S. currency, and all payments and distributions thereon or with respect thereto shall be made in U.S. currency. All references herein to “$”or “dollars” refer to U.S. currency.

(16)

Form.

(a)

Shares of the Series B Preferred Stock shall be issued in fully registered, certificated form and may be issued in the form of one or more permanent global shares of Series B Preferred Stock registered in the name of the Depositary or its nominee (each, a “Global Series B Preferred Share”), which shall be substantially in the form set forth in Exhibit A. Series B Preferred Stock represented by the

Global Series B Preferred Shares will be exchangeable for other certificates evidencing shares of Series B Preferred Stock only (x) if the Depositary (A) has notified the Corporation that it is unwilling or unable to continue as depository for the Global Series B Preferred Shares or (B) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor depository is not appointed by the Corporation within 90 days after such notice or cessation, (y) if the Corporation determines at any time that the shares of Series B Preferred Stock shall no longer be represented by Global Series B Preferred Shares, in which case it shall inform the Depositary of such determination, or (z) following the request of a beneficial owner of Series B Preferred Stock seeking to exercise or enforce its rights with respect to its shares of Series B Preferred Stock. In any such case, such new certificates evidencing shares of Series B Preferred Stock shall be registered in the name or names of the Person or Person specified by the Depositary in a written instrument to the Registrar. Except as provided above, owners of beneficial interest in a Global Series B Preferred Share will not be entitled to receive certificates evidencing shares of Series B Preferred Stock. Unless and until such Global Series B Preferred Share is exchanged for other certificates evidencing shares of Series B Preferred Stock, Global Series B Preferred Shares may be transferred, in whole but not in part, and any payments on the Series B Preferred Stock shall be made, only to the Depositary or a nominee of the Depositary, or to a successor Depositary selected or approved by the Corporation or to a nominee of such successor Depositary.

(b)

To the extent permitted by applicable procedures of the Depositary, certificates evidencing shares of the Series B Preferred Stock may be issued to represent fractional shares with a Liquidation Preference of $100 and integral multiples of $100 in excess thereof.

The Global Series B Preferred Shares may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Corporation is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Corporation). The Global Series B Preferred Shares shall be deposited with the Registrar, at its New York office, as custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Corporation and countersigned by the Transfer Agent and registered by the

Registrar as hereinafter provided. The aggregate number of shares represented by the Global Series B Preferred Shares, or any one Global Series B Preferred Share, may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Depositary or its nominee as hereinafter provided. At such time as all interests in a Global Series B Preferred Share have been converted, canceled, repurchased or transferred, such Global Series B Preferred Share shall be, upon receipt thereof, canceled by the Corporation in accordance with standing procedures and existing instructions between the Depositary and the Corporation.

This Section IIIB(16) shall apply only to a Global Series B Preferred Share deposited with or on behalf of the Depositary. The Corporation shall execute and the Registrar shall, in accordance with this Section IIIB(16), countersign and deliver one or more Global Series B Preferred Shares in accordance with the terms hereof that (i) shall be registered in the name of Cede & Co. or other nominee of the Depositary and (ii) shall be delivered by the Registrar to Cede & Co. or pursuant to instructions received from Cede & Co. or held by the Registrar as custodian for the Depositary pursuant to an agreement between the Depositary and the Registrar. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Article IIIB, with respect to any Global Series B Preferred Share held on their behalf by the Depositary or by the Registrar as the custodian of the Depositary, or under such Global Series B Preferred Share, and the Depositary may be treated by the Corporation, the Registrar and any agent of the Corporation or the Registrar as the absolute owner of such Global Series B Preferred Share for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Registrar or any agent of the Corporation or the Registrar from giving effect to any written certification, proxy or other authorization furnished by the registered holder of the Series B Preferred Stock or impair, as between the Depositary and its Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Series B Preferred Share.

that office at the time the Transfer Agent authenticates the certificate, such certificate shall be valid nevertheless. A certificate evidencing shares of Series B Preferred Stock shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such certificate. The signature shall be conclusive evidence that such certificate has been authenticated under this Article IIIB. Each share certificate shall be dated the date of its authentication.

(17)

Reissuance and Retirement. Shares of Series B Preferred Stock that have been redeemed in accordance herewith shall be retired and shall not be reissued as shares of Series B Preferred Stock hereunder, but the number of shares so retired shall revert to the status of authorized but unissued shares of Preferred Stock of the Corporation.

(18)

Headings. The headings of the subsections of this Article IIIB are for convenience of reference only and shall not define, limit or affect any of the provisions hereof.

(19)

Rights of Holders. No person or entity, other than the person or entity in whose name a certificate representing the Series B Preferred Stock is registered, shall have any rights hereunder or with respect to the Series B Preferred Stock, the Corporation shall recognize the registered owner thereof as the sole owner for all purposes, and no other person or entity (other than the Corporation) shall have any benefit, right, claim or remedy hereunder.

(20)

Withholding. Notwithstanding anything to the contrary, the Corporation or any agent of the Corporation shall have the right to deduct and withhold from any payment or distribution (or deemed distribution) made with respect to any share of Series B Preferred Stock such amounts as are required to be deducted or withheld with respect to the making of such payment or distribution (or delivery) under applicable tax law without liability therefor. To the extent that any amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes as having been paid (or delivered) to the applicable holder of Series B Preferred Stock. In the event the Corporation or any agent of the Corporation previously remitted any amounts to a governmental entity which was not actually withheld at the source on account of taxes required to be deducted or withheld in respect of any payment or distribution (or deemed distribution) or delivery with respect to any share of Series B Preferred Stock with respect to an applicable holder of Series B Preferred Stock, the Corporation and any such agent shall be entitled to offset any such amounts against

any future amounts otherwise payable or deliverable to the applicable holder hereunder or under any other instrument or agreement.”

(21)

Calculation Agent. Unless the Corporation has validly called all shares of the Series B Preferred Stock for redemption on the First Call Date, the Corporation will appoint a banking institution or trust company as calculation agent with respect to the Series B Preferred Stock prior to the Reset Dividend Determination Date preceding the First Call Date. If the Corporation is unable to appoint a calculation agent using commercially reasonable efforts, the Corporation may appoint itself or an affiliate as calculation agent. The Corporation may, in its sole discretion, remove the calculation agent in accordance with the agreement between the Corporation and the calculation agent; provided that the Corporation shall appoint a successor calculation agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Corporation shall send notice thereof in accordance with Section IIIB(10) hereof.

Article IV.

Offices

The principal office of the Corporation in the Commonwealth of Virginia is to be located in the City of Richmond.

Article V.

Directors

The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors consisting of not less than ten nor more than seventeen Directors, the exact number of Directors to be determined from time to time by resolution adopted by (i) the affirmative vote of a majority of the Directors then in office or (ii) the stockholders of the Corporation by a majority of the votes entitled to be cast at an election of directors. Each Director shall hold office until the next annual meeting and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. No decrease in the number of directors shall shorten the term of any incumbent Director.

Notwithstanding the foregoing, whenever the holders of any one or more classes or series of Preferred Stock issued by the Corporation shall have the right, voting separately by class or series, to elect Directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of these Articles of Incorporation applicable thereto, and such Directors so elected shall not be divided into classes pursuant to this Article V unless expressly provided by such terms.

If the office of any Director shall become vacant, the Directors at the time in office, whether or not a quorum, may, by majority vote of the Directors then in office, choose a successor who shall hold office until the next annual meeting of stockholders. Vacancies resulting from the increase in the number of Directors shall be filled in the same manner.

A Director of the Corporation may be removed by stockholders of the Corporation only for cause and only if the number of votes cast to remove the Director constitutes a majority of the votes entitled to be cast at an election of Directors of the voting group by which the Director was elected.

Advance notice of stockholder nominations for the election of Directors shall be given in the manner provided in the Bylaws of the Corporation.

Notwithstanding any other provision of the Articles of Incorporation or the Bylaws, the affirmative vote of a majority of the votes entitled to be cast on the matter shall be required to amend, alter, change or repeal, or to adopt any provision inconsistent with the purpose and intent of, this Article V or Articles IV and XI of the Bylaws.

Article VI.

Limit on Liability and Indemnification

To the full extent that the Virginia Stock Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors or officers, a Director or officer of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages.

To the full extent permitted and in the manner prescribed by the Virginia Stock Corporation Act and any other applicable law, the Corporation shall indemnify a Director or officer of the Corporation who is or was a party to any proceeding by reason of the fact that he is or was such a Director or officer or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The Board of Directors is hereby empowered, by majority vote of a quorum or disinterested Directors, to contract in advance to indemnify any Director or officer.

The Board of Directors is hereby empowered, by majority vote of a quorum of disinterested Directors, to cause the Corporation to indemnify or contract in advance to indemnify any person not specified in Section 2 of this Article who was or is a party to any proceeding, by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the

Corporation as director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in Section 2.

The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by any such person in any such capacity or arising from his status as such, whether or not the Corporation would have power to indemnify him against such liability under the provisions of this Article.

In the event there has been a change in the composition of a majority of the Board of Directors after the date of the alleged act or omission with respect to which indemnification is claimed, any determination as to indemnification and advancement of expenses with respect to any claim for indemnification made pursuant to Section 2 of this Article VI shall be made by special legal counsel agreed upon by the Board of Directors and the proposed indemnitee. If the Board of Directors and the proposed indemnitee are unable to agree upon such special legal counsel, the Board of Directors and the proposed indemnitee each shall select a nominee, and the nominees shall select such special legal counsel.

The provisions of this Article VI shall be applicable to all actions, claims, suits or proceedings commenced after the adoption hereof, whether arising from any action taken or failure to act before or after such adoption. No amendment, modification or repeal of this Article shall diminish the rights provided hereby or diminish the right to indemnification with respect to any claim, issue or matter in any then pending or subsequent proceeding that is based in any material respect on any alleged action or failure to act prior to such amendment, modification or repeal.

Reference herein to Directors, officers, employees or agents shall include former Directors, officers, employees and agents and their respective heirs, executors and administrators.

EXHIBIT A

1.75% SERIES A CUMULATIVE PERPETUAL CONVERTIBLE PREFERRED STOCK

Number: [__________][Initial]¹ Number of Shares: [___________]

CUSIP NO.: 25746U 810

1.75% Series A Cumulative Perpetual Convertible Preferred Stock

(no par value)

(liquidation preference $1,000 per share)

DOMINION ENERGY, INC.

(organized under the laws of the Commonwealth of Virginia)

[INCLUDE FOR GLOBAL PREFERRED SHARES]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE ARTICLES OF INCORPORATION OF THE CORPORATION.

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR AND TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.]

¹	Include for Global Preferred Shares.

A-1

DOMINION ENERGY, INC., a Virginia corporation (the “Corporation”), hereby certifies that [ ]² [Cede & Co.]³, or registered assigns (the “Holder”) is the registered owner of 1Include for Global Preferred Shares. []⁴ [a number of]⁵ fully paid and non-assessable shares of Preferred Stock of the Corporation designated the “1.75% Series A Cumulative Perpetual Convertible Preferred Stock,” with no par value and liquidation preference $1,000 per share (the “Convertible Preferred Stock”) [as set forth in Schedule A attached hereto]⁶. The shares of Convertible Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Convertible Preferred Stock represented hereby are issued and shall in all respects be subject to the provisions of the Articles of Incorporation of the Corporation, as amended and restated, as the same may be amended from time to time in accordance with its terms (the “Articles of Incorporation”). Capitalized terms used herein but not defined shall have the respective meanings given them in the Articles of Incorporation. The Corporation will provide a copy of the Articles of Incorporation, the Purchase Contract and Pledge Agreement, the Preliminary Prospectus Supplement and the Pricing Term Sheet to a Holder without charge upon written request to the Corporation at its principal place of business.

Reference is hereby made to select provisions of the Convertible Preferred Stock set forth on the reverse hereof, and to Article IIIA of the Articles of Incorporation, which select provisions and Article IIIA of the Articles of Incorporation shall for all purposes have the same effect as if set forth at this place.

Upon receipt of this certificate, the Holder is bound by the Articles of Incorporation and is entitled to the benefits thereunder.

Unless the Transfer Agent’s Certificate of Authentication hereon has been properly executed, the shares of Convertible Preferred Stock evidenced hereby shall not be entitled to any benefit under the Articles of Incorporation or be valid or obligatory for any purpose.

²	Include for certificated shares.

³	Include for certificated shares.

⁴	Include for certificated shares.

⁵	Include for Global Preferred Shares.

⁶	Include for Global Preferred Shares.

A-2

IN WITNESS WHEREOF, the undersigned duly authorized officers of Dominion Energy, Inc. have executed this Certificate as of the date set forth below.

By:

Name:

Title:

By:

Name:

Title:

Dated: ___________________________________

A-3

Transfer Agent’s Certificate of authentication

This is one of the certificates representing shares of Convertible Preferred Stock referred to in the within mentioned Articles of Incorporation.

BROADRIDGE CORPORATION

ISSUER SOLUTIONS, INC.,

as Transfer Agent

By:

Name:

Title:

Dated:

A-4

REVERSE OF SECURITY

DOMINION ENERGY, INC.

1.75% Series A Cumulative Perpetual Convertible Preferred Stock

In connection with a Successful Remarketing, the Board of Directors Designee, after consultation with the Remarketing Agent, may increase the Dividend Rate. In addition, in connection with a Successful Remarketing, the Conversion Rate may increase as set forth in the Articles of Incorporation. Holders of Convertible Preferred Stock shall be entitled to receive when, as and if authorized by the Board of Directors and declared by the Corporation, cumulative dividends on each share of Convertible Preferred Stock at the applicable Dividend Rate on the Liquidation Preference per share of the Convertible Preferred Stock, payable in cash, shares of Common Stock, or a combination of cash and shares of Common Stock, at the Corporation’s election (subject to the limitations described in Article IIIA of the Articles of Incorporation).

The shares of Convertible Preferred Stock shall be redeemable as provided in the Articles of Incorporation. The shares of Convertible Preferred Stock shall be convertible in the manner and according to the terms set forth in the Articles of Incorporation. If any Holder of shares of Convertible Preferred Stock elects to convert its shares in connection with a Fundamental Change, in certain circumstances, the Corporation will adjust the Conversion Rate for shares of Convertible Preferred Stock surrendered for conversion as set forth in Article IIIA of the Articles of Incorporation.

The Corporation shall furnish to any Holder upon written request and without charge, a full summary statement of the designations, voting rights preferences, limitations and special rights of the shares of each class or series authorized to be issued by the Corporation in so far as they have been fixed and determined.

A-5

Assignment

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Convertible Preferred Stock evidenced hereby to:

(Insert assignee’s social security or tax identification number)

(Insert address and zip code of assignee)

and irrevocably appoints:

agent to transfer the shares of Convertible Preferred Stock evidenced hereby on the books of the Transfer Agent and Registrar. The agent may substitute another to act for him or her.

Date: ___________________________

Signature: _________________________

(Sign exactly as your name appears on the other side of this 1.75% Series A Cumulative Perpetual Convertible Preferred Stock Certificate)

Signature Guarantee:____________________________⁷

⁷

Signature must be guaranteed by an “eligible guarantor institution”(i.e., a bank, stockbroker, savings and loan association or credit union) meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-6

NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to Convert 1.75% Series A Cumulative
Perpetual Convertible Preferred Stock)

The undersigned hereby irrevocably elects to convert (the “Conversion”) _________ shares of 1.75% Series A Cumulative Perpetual Convertible Preferred Stock (the “Convertible Preferred Stock”), represented by stock certificate No(s). _____ (the “Convertible Preferred Stock Certificates”) into shares of common stock, without par value (“Common Stock”), of Dominion Energy, Inc. (the “Corporation”) according to the conditions of the Articles of Incorporation of the Corporation, as amended and restated, as the same may be amended from time to time in accordance with its terms, establishing the terms of the Convertible Preferred Stock (the “Articles of Incorporation”), as of the date written below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates. No fee will be charged to the holder for any conversion, except for transfer taxes, if any. A copy of each Convertible Preferred Stock Certificate is attached hereto (or evidence of loss, theft or destruction thereof).

The Corporation is not required to issue shares of Common Stock until the original Convertible Preferred Stock Certificate(s) (or evidence of loss, theft or destruction thereof) to be converted are received by the Corporation or its Transfer Agent.

Capitalized terms used but not defined herein shall have the meanings ascribed thereto in or pursuant to the Articles of Incorporation.

Date of Conversion: _______________________________________

Number of shares of Convertible Preferred Stock

to be Converted: _________________________________

Signature: __________________________________________________

Name: ____________________________________________________

Address:⁸ __________________________________________________

Fax No.: ___________________________________________________

⁸	Address where shares of Common Stock and any other payments or certificates shall be sent by the Corporation.

A-7

SCHEDULE A⁹

Dominion Energy, Inc.

Global Preferred Share
1.75% Series A Cumulative Perpetual Convertible Preferred Stock

The initial number of shares of Convertible Preferred Stock represented by this Global Preferred Share shall be [_______________]. The following exchanges of a part of this Global Preferred Share have been made:


Date of Exchange	Amount of decrease in number of shares represented by this Global Preferred Share	Amount of increase in number of shares represented by this Global Preferred Share	Number of shares represented by this Global Preferred Share following such decrease or increase	Signature of authorized officer of Registrar

⁹	Include for Global Preferred Shares.

A-8

EXHIBIT A

[FORM OF FACE OF CERTIFICATE]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF , TO DOMINION ENERGY, INC. OR BROADRIDGE CORPORATION SOLUTIONS, INC., AS TRANSFER AGENT (THE “TRANSFER AGENT”), AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF (AND ANY PAYMENT IS MADE TO , OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, , HAS AN INTEREST HEREIN.

TRANSFERS OF THIS [GLOBAL] SERIES B PREFERRED STOCK SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS [GLOBAL] SERIES B PREFERRED STOCK SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE RELATED CERTIFICATE OF DESIGNATIONS. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.]

A-1

DOMINION ENERGY, INC.

Incorporated under the laws of
the Commonwealth of Virginia

4.65% SERIES B FIXED-RATE RESET CUMULATIVE REDEEMABLE

PERPETUAL PREFERRED STOCK

CUSIP: 25746UDD8

ISIN: US25746UDD81

THIS CERTIFICATE IS TRANSFERRABLE IN
NEW YORK, NY:

This is to certify that is the registered owner of shares of fully paid and non-assessable 4.65% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, without par value and a liquidation preference of $1,000 per share of DOMINION ENERGY, INC., a Virginia corporation (the “Corporation”), transferable on the books of the Corporation by the holder hereof, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.

Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated:__________________


	DOMINION ENERGY, INC.

	By:
	Name:
	Title:

	By:
	Name:
	Title:

[Impression of Corporation Seal]

Countersigned and registered

BROADRIDGE CORPORATION ISSUER SOLUTIONS, INC.

By:__________________________

Authorized Officer

A-2

[FORM OF REVERSE OF CERTIFICATE]

dominion energy, INC.

The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations or restrictions of such preferences and/or rights. Such request should be addressed to the Corporation or the Transfer Agent.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:


TEN COM -		as tenants in common
TEN ENT -		as tenants by the entireties
JT TEN -		as joint tenants with rights of survivorship and not as tenants in common
UNIF GIFT MIN ACT -	Custodian
	(Cust)		(Minor)

	under Uniform Gift to Minors Act

	(State)

Additional abbreviations may also be used though not in the above list

A-3

For Value Received, the undersigned hereby sells, assigns and transfers unto

(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
INCLUDING ZIP CODE OF ASSIGNEE)


	Shares

of the Capital Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint ____________ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated:

NOTICE: THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.

Signature(s) Guaranteed:____________________________________________

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934.

A-4

Exhibit 10.1

AMENDMENT
TO THE DOMINION ENERGY, INC. DEFERRED COMPENSATION PLAN

WHEREAS, Dominion Energy, Inc. (the “Company”) sponsors the Dominion Energy, Inc. Deferred Compensation Plan (the “Plan”), has the power to amend the Plan and now wishes to do so;

NOW, THEREFORE, the Plan is hereby amended as follows, effective as of September 23, 2021:

1.Section 8 of the Adoption Agreement is hereby amended in its entirety as follows:

8.Definition of Compensation for Purposes of Making Plan Contributions:

☐

Same definition of Compensation as in Employer’s 401(k) Plan for purposes of Excess Compensation deferrals, Matching Contributions and Nonelective Contributions.

☐

Participant’s total wages, salary, commissions, overtime, bonus, etc. for a given year which the Employer is required to report on Form W-2 or other appropriate form, (or, in the case of Board members, Board fees and retainer only, but not including expense reimbursements)(or, in the case of Other Service Providers, the Participant’s total remuneration from the Employer for a given year pursuant to the agreement to provide services to the Employer), earned while the Participant is an Eligible Individual as determined by the Employer.

☒

Other [enter description]: For purposes of Participant Deferrals (but not Matching Contributions or Nonelective Contributions), annual cash bonuses under the Employer’s Annual Incentive Plan and Long-Term Incentive Awards.

2.Section 10 of the Adoption Agreement is hereby amended in its entirety as follows:

10.Employer Contributions [select all that apply]:

☐

(a)No Employer Contributions.

☒

(b)Matching Contributions [enter description of matching formula below and also complete Items 11 and 12]

See Exhibit A for Matching Contribution formula; Marching Contributions are only credited on Excess Compensation deferrals, and only credited for participants who do not elect prior to the start of the year (or at such other time as the participant’s deferral election for Excess Compensation for the year is due) to receive such Matching Contributions in cash.

☒

(c)Employer Contributions other than Matching Contributions [enter description of Employer Contribution formula below and complete Item 13]

See Exhibit C for Nonelective Contributions.

3.Section 13 of the Adoption Agreement is hereby amended in its entirety as follows:

13.Vesting Schedule of Employer Contributions (Other Than Matching Contributions). If Employer Contributions (other than Matching Contributions) are made to the Plan, select the rate at which such Contributions will vest [select one]:

☐Immediate 100% vesting for all Participants.

☒

“Cliff” vesting (0% up to cliff; 100% after cliff) [select one]:

☐ 1 year cliff (less than 1 year 0%; 1 or more years 100%)

☐ 2 year cliff (less than 2 years 0%; 2 or more years 100%)

☒ Other cliff (enter number of years: less than 3 years 0%; 3 or more years 100%)

☐

“Graded” vesting [enter vesting percentages]:

1 year %6 years %11 years %

2 years %7 years %12 years %

3 years %8 years %13 years %

4 years %9 years %14 years %

5 years %10 years %15 years %

☒Other vesting schedule: [describe schedule – subject to approval] Participant Deferrals of Long-Term Incentive Awards are subject to the vesting schedule and other vesting terms and conditions for such awards as set forth in the applicable award agreements.

4.Sections 14, 15 and 16 of the Adoption Agreement are each hereby amended by adding the phrase “and Nonelective Contributions” after each reference to “Matching Contributions” therein.

5.Exhibit A of the Plan is hereby amended in its entirety as follows:

Exhibit A - Matching Contribution Formula

Matching formula will track the same formulas applicable with respect to a given Participant under the terms of the Dominion Energy Salaried Savings Plan as in effect from time to time, which are currently generally as follows:

Hired/rehired before 1/1/08 with less than 20 years of service (excluding SCANA Participants):

50% of Excess Compensation deferrals up to 6% of Excess Compensation

Hired/rehired before 1/1/08 with 20 or more years of service (excluding SCANA Participants):

66.7% of Excess Compensation deferrals up to 6% of Excess Compensation

Hired/rehired on or after 1/1/08 and before 7/1/21 (excluding SCANA FAP Participants and Electing Participants):

100% of Excess Compensation deferrals up to the following limits:


Years of Service	Percentage of Excess Compensation
Less than 5 years	4%
5 years but less than 15 years	5%
15 years but less than 25 years	6%
25 years or more	7%

Hired/rehired on or after 7/1/21 and Electing Participants:

100% of Excess Compensation deferrals up to the following limits:


Years of Service	Percentage of Excess Compensation
Less than 5 years	4%
5 years or more	5%

“Electing Participants” means any pre-7/1/21 hired/rehired participants in the cash balance formula under the Dominion Energy Pension Plan who irrevocably elect in accordance with procedures established by the Company to participate solely in the Dominion Energy Salaried Savings Plan, effective as of the effective date of such election.

SCANA FAP Participants:

100% of Excess Compensation deferrals up to 6% of Excess Compensation

6.A new Exhibit C is hereby added to the Plan as follows:

Exhibit C – Nonelective Contribution Formula

The Nonelective Contribution formula will track the same formula applicable with respect to a given Participant under the terms of the Dominion Energy Salaried Savings Plan as in effect from time to time, which is currently generally as follows:


Years of Service	Percentage of Excess Compensation
Less than 5 years	4%
5 years or more	5%

Nonelective Contributions shall only be made with respect to an eligible Participant’s Excess Compensation.

Only Participants who are eligible for employer nonelective contributions under the Dominion Energy Salaried Savings Plan (generally, Participants hired or rehired on or after July 1, 2021 or Electing Participants, as defined in Exhibit A, in each case who meet the eligibility requirements for nonelective contributions under the Dominion Energy Salaried Savings Plan) shall be eligible for Nonelective Contributions under the Plan.

7.In all other respects, the Plan is hereby ratified and confirmed.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Company has caused this Amendment to be signed as of September 23, 2021.

DOMINION ENERGY, INC.

By:/s/ Carter M. Reid

Name:Carter M. Reid

Its:Executive Vice President, Chief of Staff and Corporate Secretary and

President – Dominion Energy Services

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 5, 2021

/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 5, 2021

/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 5, 2021	/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 5, 2021

/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, 2021 (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, 2021, and for the period then ended.

/s/ Robert M. Blue

Robert M. Blue

President and Chief Executive Officer

November 5, 2021

/s/ James R. Chapman

James R. Chapman

Executive Vice President,

Chief Financial Officer and Treasurer

November 5, 2021

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, 2021 (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, 2021, and for the period then ended.

/s/ Robert M. Blue

Robert M. Blue

Chief Executive Officer

November 5, 2021

/s/ James R. Chapman

James R. Chapman

Executive Vice President,

Chief Financial Officer and Treasurer

November 5, 2021

Exhibit 99

DOMINION ENERGY, INC.

CONDENSED CONSOLIDATED EARNINGS STATEMENT

(Unaudited)

	Twelve Months Ended September 30, 2021
(millions, except per share amounts)
Operating Revenue	$	13,605

Operating Expenses		10,667

Income from operations		2,938

Earnings from equity method investees		254

Other income		1,098

Interest and related charges		1,219

Income from continuing operations including noncontrolling interest before income tax expense		3,071

Income tax expense		406

Net income from continuing operations including noncontrolling interest		2,665

Net loss from discontinued operations including noncontrolling interest		(6)

Net income including noncontrolling interests		2,659

Noncontrolling interests		30

Net Income Attributable to Dominion Energy	$	2,629

Amounts attributable to Dominion Energy
Net income from continuing operations	$	2,644
Net loss from discontinued operations		(15)
Net income attributable to Dominion Energy	$	2,629

EPS - Basic
Net income from continuing operations	$	3.19
Net loss from discontinued operations		(0.02)
Net income attributable to Dominion Energy	$	3.17

EPS - Diluted
Net income from continuing operations	$	3.19
Net loss from discontinued operations		(0.02)
Net income attributable to Dominion Energy	$	3.17

VIRGINIA ELECTRIC AND POWER COMPANY

CONDENSED CONSOLIDATED EARNINGS STATEMENT

(Unaudited)

	Twelve Months Ended September 30, 2021
(millions)
Operating Revenue	$	7,327

Operating Expenses		4,934

Income from operations		2,393

Other income		139

Interest and related charges		518

Income before income tax expense		2,014

Income tax expense		334

Net Income	$	1,680