Dominion Energy 10-Q 2022-03-31
Filed 2022-05-05. 8 sections, 327K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
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 March 31, 2022
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the transition period from to
| Commission File Number | Exact name of registrants as specified in their charters, address of principal executive offices and registrants’ telephone number | I.R.S. Employer Identification Number | ||
|---|---|---|---|---|
| 001-08489 | DOMINION ENERGY, INC. | 54-1229715 | ||
| 000-55337 | VIRGINIA ELECTRIC AND POWER COMPANY | 54-0418825 | ||
| 120 Tredegar Street Richmond, Virginia 23219 (804) 819-2000 |
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 | ☐ |
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. ☐
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 April 28, 2022, the latest practicable date for determination, Dominion Energy, Inc. had 811,270,354 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 | 8 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 68 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 82 |
| Item 4. | Controls and Procedures | 83 |
| PART II. Other Information | ||
| Item 1. | Legal Proceedings | 84 |
| Item 1A. | Risk Factors | 84 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 84 |
| Item 5. | Other Information | 84 |
| Item 6. | Exhibits | 86 |
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. | |
| 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 | |
| Bear Garden | A 622 MW combined-cycle, natural gas-fired power station in Buckingham 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 | |
| DEQPS | MountainWest Pipeline Services, Inc. (formerly known as 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 | |
| DGI | Dominion Generation, Inc. | |
| DOE | U.S. Department of Energy | |
| Dominion Energy | The legal entity, Dominion Energy, Inc., one or more of its consolidated subsidiaries (other than Virginia Power) or operating segments, or the entirety of Dominion Energy, Inc. and its consolidated subsidiaries | |
| Dominion Energy Questar Pipeline | The legal entity, MountainWest Pipeline, LLC (formerly known as 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 Privatization | Dominion Utility Privatization, LLC, a partnership between Dominion Energy and Patriot | |
| 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 | |
| Four Brothers | Four Brothers Solar, LLC, a limited liability company owned by Dominion Energy (through December 2021) and Four Brothers Holdings, LLC, a subsidiary of Clearway | |
| FTRs | Financial transmission rights | |
| GAAP | U.S. generally accepted accounting principles | |
| Gas Distribution | Gas Distribution operating segment | |
| GHG | Greenhouse gas | |
| Granite Mountain | Granite Mountain Holdings, LLC, a limited liability company owned by Dominion Energy (through December 2021) and Granite Mountain Renewables, LLC, a subsidiary of Clearway | |
| 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 (through December 2021) and Iron Springs Renewables, LLC, a subsidiary of Clearway | |
| ISO | Independent system operator | |
| Jones Act | The Coastwise Merchandise Statute (commonly known as the Jones Act) 46 U.S.C. §55102 regulating U.S. maritime commerce | |
| Kewaunee | Kewaunee nuclear power station | |
| kV | Kilovolt | |
| 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 | |
| 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 | |
| North Anna | North Anna nuclear power station | |
| North Carolina Commission | North Carolina Utilities Commission | |
| NRC | U.S. Nuclear Regulatory Commission | |
| Ohio Commission | Public Utilities Commission of Ohio | |
| Order 1000 | Order issued by FERC adopting requirements for electric transmission planning, cost allocation and development | |
| Patriot | Patriot Utility Privatizations, LLC, a partnership between Foundation Infrastructure Partners, LLC and John Hancock Life Insurance Company (U.S.A.) and affiliates | |
| PIR | Pipeline Infrastructure Replacement program deployed by East Ohio | |
| PJM | PJM Interconnection, LLC | |
| 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 MountainWest Energy Holding Company, LLC (formerly known as QPC Holding Company, LLC and its subsidiary MountainWest Southern Trails Pipeline Company (formerly known as Questar Southern Trails Pipeline Company)) | |
| Q-Pipe Transaction | A previously proposed sale by Dominion Energy to Berkshire Hathaway Energy Company 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 | |
| RGGI | Regional Greenhouse Gas Initiative | |
| 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 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 SNA | A rate adjustment clause associated with costs relating to the preparation of the applications for subsequent license renewal to the NRC to extend the operating licenses of Surry and North Anna and related projects | |
| Rider U | A rate adjustment clause associated with the recovery of costs of new underground distribution facilities | |
| 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 | |
| ROE | Return on equity | |
| RTO | Regional transmission organization | |
| Sadler Solar | A 100 MW utility-scale solar power station located in Greensville County, Virginia, also referred to as Dry Bread | |
| Santee Cooper | South Carolina Public Service Authority | |
| SCANA | The legal entity, SCANA Corporation, one or more of its consolidated subsidiaries, or the entirety of SCANA Corporation and its consolidated subsidiaries | |
| SCANA Combination | Dominion Energy’s acquisition of SCANA completed on January 1, 2019 pursuant to the terms of the agreement and plan of merger entered on January 2, 2018 between Dominion Energy and SCANA | |
| SCANA Merger Approval Order | Final order issued by the South Carolina Commission on December 21, 2018 setting forth its approval of the SCANA Combination | |
| SCDOR | South Carolina Department of Revenue | |
| SEC | U.S. Securities and Exchange Commission | |
| Series 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 | |
| Series C Preferred Stock | Dominion Energy’s 4.35% Series C Fixed-Rate Cumulative Redeemable Perpetual Preferred Stock, without par value, with a liquidation preference of $1,000 per share | |
| South Carolina Commission | Public Service Commission of South Carolina | |
| 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 | |
| Surry | Surry nuclear power station | |
| 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 | |
| Ullico | The legal entity, Ullico Inc., one or more of its consolidated subsidiaries, or the entirety of Ullico Inc. and its consolidated subsidiaries | |
| Utah Commission | Utah Public Service Commission | |
| VCEA | Virginia Clean Economy Act of March 2020 | |
| VEBA | Voluntary Employees’ Beneficiary Association |
| VIE | Variable interest entity | |
|---|---|---|
| Virginia Commission | Virginia State Corporation Commission | |
| Virginia 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 | |
| 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 | |
| White River Hub | MountainWest White River Hub, LLC (formerly known as White River Hub, LLC) | |
| Wisconsin Commission | Public Service Commission of Wisconsin | |
| 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 (through March 2022) and Interstate Gas Supply, Inc. |
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
DOMINION ENERGY, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| Three Months Ended March 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||
| (millions, except per share amounts) | ||||||||
| Operating Revenue | $ | 4,279 | $ | 3,870 | ||||
| Operating Expenses | ||||||||
| Electric fuel and other energy-related purchases | 678 | 550 | ||||||
| Purchased electric capacity | 13 | 11 | ||||||
| Purchased gas | 645 | 484 | ||||||
| Other operations and maintenance | 1,026 | 987 | ||||||
| Depreciation, depletion and amortization | 698 | 608 | ||||||
| Other taxes | 253 | 257 | ||||||
| Impairment of assets and other charges (benefits) | (10 | ) | 95 | |||||
| Total operating expenses | 3,303 | 2,992 | ||||||
| Income from operations | 976 | 878 | ||||||
| Earnings from equity method investees | 80 | 80 | ||||||
| Other income | 46 | 287 | ||||||
| Interest and related charges | 174 | 53 | ||||||
| Income from continuing operations including noncontrolling interests before income tax expense | 928 | 1,192 | ||||||
| Income tax expense | 236 | 212 | ||||||
| Net Income From Continuing Operations | 692 | 980 | ||||||
| Net Income From Discontinued Operations(1) | 19 | 28 | ||||||
| Net Income Including Noncontrolling Interests | 711 | 1,008 | ||||||
| Noncontrolling Interests | — | — | ||||||
| Net Income Attributable to Dominion Energy | $ | 711 | $ | 1,008 | ||||
| Amounts attributable to Dominion Energy | ||||||||
| Net income from continuing operations | $ | 692 | $ | 980 | ||||
| Net income from discontinued operations | 19 | 28 | ||||||
| Net income attributable to Dominion Energy | $ | 711 | $ | 1,008 | ||||
| EPS - Basic | ||||||||
| Net income from continuing operations | $ | 0.82 | $ | 1.19 | ||||
| Net income from discontinued operations | 0.02 | 0.04 | ||||||
| Net income attributable to Dominion Energy | $ | 0.84 | $ | 1.23 | ||||
| EPS - Diluted | ||||||||
| Net income from continuing operations | $ | 0.81 | $ | 1.19 | ||||
| Net income from discontinued operations | 0.02 | 0.04 | ||||||
| Net income attributable to Dominion Energy | $ | 0.83 | $ | 1.23 |
| (1) | Includes income tax expense of $6 million and $7 million for the three months ended March 31, 2022 and 2021, respectively. |
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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 March 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||
| (millions) | ||||||||
| Net income including noncontrolling interests | $ | 711 | $ | 1,008 | ||||
| Other comprehensive income (loss), net of taxes: | ||||||||
| Net deferred gains (losses) on derivatives-hedging activities(1) | 25 | 39 | ||||||
| Changes in unrealized net gains (losses) on investment securities(2) | (62 | ) | (31 | ) | ||||
| Changes in net unrecognized pension and other postretirement benefit costs(3) | 28 | 6 | ||||||
| Amounts reclassified to net income (loss): | ||||||||
| Net derivative (gains) losses-hedging activities(4) | 10 | 13 | ||||||
| Net realized (gains) losses on investment securities(5) | 3 | 1 | ||||||
| Net pension and other postretirement benefit costs(6) | 17 | 18 | ||||||
| Changes in other comprehensive income from equity method investees(7) | 1 | — | ||||||
| Total other comprehensive income | 22 | 46 | ||||||
| Comprehensive income including noncontrolling interests | 733 | 1,054 | ||||||
| Comprehensive income attributable to noncontrolling interests | — | — | ||||||
| Comprehensive income attributable to Dominion Energy | $ | 733 | $ | 1,054 |
| (1) | Net of $(8) million and $(13) million tax for the three months ended March 31, 2022 and 2021, respectively. |
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| (2) | Net of $19 million and $10 million tax for the three months ended March 31, 2022 and 2021, respectively. |
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| (3) | Net of $(10) million and $(4) million tax for the three months ended March 31, 2022 and 2021, respectively. |
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| (4) | Net of $(4) million and $(4) million tax for the three months ended March 31, 2022 and 2021, respectively. |
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| (5) | Net of $(1) million and $— tax for the three months ended March 31, 2022 and 2021, respectively. |
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| (6) | Net of $(6) and $(7) tax for the three months ended March 31, 2022 and 2021, respectively. |
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| (7) | Net of $— and $— million tax for the three months ended March 31, 2022 and 2021, respectively. |
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The accompanying notes are an integral part of Dominion Energy’s Consolidated Financial Statements.
DOMINION ENERGY, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| March 31, 2022 | December 31, 2021(1) | |||||||
|---|---|---|---|---|---|---|---|---|
| (millions) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 444 | $ | 283 | ||||
| Customer receivables (less allowance for doubtful accounts of $39 and $40) | 2,164 | 2,219 | ||||||
| Other receivables (less allowance for doubtful accounts of $4 at both dates) | 341 | 349 | ||||||
| Inventories | 1,512 | 1,631 | ||||||
| Regulatory assets | 1,477 | 1,492 | ||||||
| Other | 1,476 | 1,270 | ||||||
| Current assets held for sale | 969 | 25 | ||||||
| Total current assets | 8,383 | 7,269 | ||||||
| Investments | ||||||||
| Nuclear decommissioning trust funds | 7,614 | 7,950 | ||||||
| Investment in equity method affiliates | 2,937 | 2,932 | ||||||
| Other | 393 | 394 | ||||||
| Total investments | 10,944 | 11,276 | ||||||
| Property, Plant and Equipment | ||||||||
| Property, plant and equipment | 87,107 | 86,503 | ||||||
| Accumulated depreciation, depletion and amortization | (26,986 | ) | (26,729 | ) | ||||
| Total property, plant and equipment, net | 60,121 | 59,774 | ||||||
| Deferred Charges and Other Assets | ||||||||
| Goodwill | 7,297 | 7,405 | ||||||
| Regulatory assets | 8,658 | 8,643 | ||||||
| Other | 5,449 | 5,223 | ||||||
| Total deferred charges and other assets | 21,404 | 21,271 | ||||||
| Total assets | $ | 100,852 | $ | 99,590 |
| (1) | Dominion Energy’s Consolidated Balance Sheet at December 31, 2021 has been derived from the audited Consolidated Balance Sheet at that date. |
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The accompanying notes are an integral part of Dominion Energy’s Consolidated Financial Statements.
DOMINION ENERGY, INC.
CONSOLIDATED BALANCE SHEETS—(Continued)
(Unaudited)
| March 31, 2022 | December 31, 2021(1) | |||||||
|---|---|---|---|---|---|---|---|---|
| (millions) | ||||||||
| LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY | ||||||||
| Current Liabilities | ||||||||
| Securities due within one year | $ | 2,550 | $ | 841 | ||||
| Short-term debt | 2,548 | 2,314 | ||||||
| Accounts payable | 1,090 | 1,197 | ||||||
| Accrued interest, payroll and taxes | 968 | 1, |
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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 |
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| • | Accounting Matters – Dominion Energy |
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| • | Dominion Energy |
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| • | Results of Operations |
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| • | Outlook |
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| • | Segment Results of Operations |
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| • | Virginia Power |
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| • | Results of Operations |
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| • | Liquidity and Capital Resources – Dominion Energy |
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| • | Future Issues and Other Matters – Dominion Energy |
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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; |
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| • | 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; |
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| • | 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; |
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| • | Federal, state and local legislative and regulatory developments, including changes in or interpretations of federal and state tax laws and regulations; |
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| • | Risks of operating businesses in regulated industries that are subject to changing regulatory structures; |
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| • | Changes to regulated electric rates collected by the Companies and regulated gas distribution, transportation and storage rates collected by Dominion Energy; |
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| • | 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; |
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| • | Risks associated with Virginia Power’s membership and participation in PJM, including risks related to obligations created by the default of other participants; |
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| • | 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; |
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| • | Changes in future levels of domestic and international natural gas production, supply or consumption; |
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| • | 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; |
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| • | Timing and receipt of regulatory approvals necessary for planned construction or growth projects and compliance with conditions associated with such regulatory approvals; |
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| • | 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; |
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| • | 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; |
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| • | 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; |
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| • | Cost of environmental strategy and compliance, including those costs related to climate change; |
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| • | Changes in implementation and enforcement practices of regulators relating to environmental standards and litigation exposure for remedial activities; |
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| • | Difficulty in anticipating mitigation requirements associated with environmental and other regulatory approvals or related appeals; |
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| • | Unplanned outages at facilities in which the Companies have an ownership interest; |
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| • | 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; |
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| • | 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; |
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| • | Changes in operating, maintenance and construction costs; |
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| • | Domestic terrorism and other threats to the Companies’ physical and intangible assets, as well as threats to cybersecurity; |
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| • | 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; |
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| • | Competition in the development, construction and ownership of certain electric transmission facilities in the Companies’ service territory in connection with Order 1000; |
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| • | Changes in technology, particularly with respect to new, developing or alternative sources of generation and smart grid technologies; |
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| • | 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; |
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| • | Receipt of approvals for, and timing of, closing dates for acquisitions and divestitures; |
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| • | Impacts of acquisitions, divestitures, transfers of assets to joint ventures and retirements of assets based on asset portfolio reviews; |
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| • | The expected timing and likelihood of the completion of the proposed sales of Kewaunee and Hope, including the ability to obtain the requisite regulatory approvals and the terms and conditions of such regulatory approvals; |
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| • | Adverse outcomes in litigation matters or regulatory proceedings, including matters acquired in the SCANA Combination; |
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| • | Counterparty credit and performance risk; |
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| • | Fluctuations in the value of investments held in nuclear decommissioning trusts by the Companies and in benefit plan trusts by Dominion Energy; |
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| • | 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; |
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| • | Fluctuations in interest rates; |
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| • | Fluctuations in currency exchange rates of the Euro or Danish Krone associated with the CVOW Commercial Project; |
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| • | Changes in rating agency requirements or credit ratings and their effect on availability and cost of capital; |
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| • | Global capital market conditions, including the availability of credit and the ability to obtain financing on reasonable terms; |
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| • | Political and economic conditions, including inflation and deflation; |
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| • | Employee workforce factors including collective bargaining agreements and labor negotiations with union employees; and |
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| • | Changes in financial or regulatory accounting principles or policies imposed by governing bodies. |
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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, 2021.
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 March 31, 2022, 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, 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:
| 2022 | 2021 | $ Change | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions, except EPS) | ||||||||||||
| First Quarter | ||||||||||||
| Net income attributable to Dominion Energy | $ | 711 | $ | 1,008 | $ | (297 | ) | |||||
| Diluted EPS | 0.83 | 1.23 | (0.40 | ) |
Overview
First Quarter 2022 vs. 2021
Net income attributable to Dominion Energy decreased 29%, primarily due to a decrease in net investment earnings on nuclear decommissioning trust funds and a charge to reflect the recognition of deferred taxes on the outside basis of Hope’s stock upon meeting the classification as held for sale.
Analysis of Consolidated Operations
Presented below are selected amounts related to Dominion Energy’s results of operations:
| First Quarter | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | $ Change | ||||||||||
| (millions) | ||||||||||||
| Operating revenue | $ | 4,279 | $ | 3,870 | $ | 409 | ||||||
| Electric fuel and other energy-related purchases | 678 | 550 | 128 | |||||||||
| Purchased electric capacity | 13 | 11 | 2 | |||||||||
| Purchased gas | 645 | 484 | 161 | |||||||||
| Other operations and maintenance | 1,026 | 987 | 39 | |||||||||
| Depreciation, depletion and amortization | 698 | 608 | 90 | |||||||||
| Other taxes | 253 | 257 | (4 | ) | ||||||||
| Impairment of assets and other charges (benefits) | (10 | ) | 95 | (105 | ) | |||||||
| Earnings from equity method investees | 80 | 80 | — | |||||||||
| Other income | 46 | 287 | (241 | ) | ||||||||
| Interest and related charges | 174 | 53 | 121 | |||||||||
| Income tax expense | 236 | 212 | 24 | |||||||||
| Net income from discontinued operations including noncontrolling interests | 19 | 28 | (9 | ) |
An analysis of Dominion Energy’s results of operations follows:
First Quarter 2022 vs. 2021
Operating revenue increased 11%, primarily reflecting:
| • | A $312 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 ($193 million) and electric utility retail customers ($119 million); |
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| • | The absence of a $151 million decrease from an unbilled revenue reduction at Virginia Power; |
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| • | A $69 million increase from Virginia Power riders; |
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| • | A $37 million increase following the approved base rate case for PSNC; |
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| • | A $21 million increase in sales to electric utility retail customers associated with economic and other usage factors; and |
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| • | A $20 million increase in sales to electric utility retail customers, primarily due to an increase in heating degree days. |
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These increases were partially offset by:
| • | A $112 million decrease associated with market prices affecting Millstone, including economic hedging impacts of net realized and unrealized losses on freestanding derivatives ($249 million); |
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| • | A $51 million decrease as a result of the contribution of certain nonregulated gas retail energy contracts to Wrangler; |
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| • | A $40 million decrease associated with settlements of economic hedges of certain Virginia Power regulated electric sales; |
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| • | A $29 million decrease from an unplanned outage at Millstone; and |
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| • | A $29 million decrease from the sale of non-wholly-owned nonregulated solar facilities. |
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Electric fuel and other energy-related purchases increased 23%, primarily due to higher commodity costs for electric utilities, which are offset in operating revenue and do not impact net income.
Purchased gas increased 33%, primarily due to an increase in commodity costs for gas utilities ($193 million), which are offset in operating revenue and do not impact net income, partially offset by a decrease as a result of the contribution of certain nonregulated natural gas retail energy contracts to Wrangler ($40 million).
Other operations and maintenance increased 4%, primarily reflecting:
| • | A $41 million increase in storm damage and restoration costs in Virginia Power’s service territory; |
|---|
| • | A $32 million increase in outside services; and |
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| • | A $15 million increase in outage costs at Virginia Power ($9 million) and Millstone ($6 million); partially offset by |
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| • | A $23 million gain on the contribution of certain privatization operations to Dominion Privatization. |
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Depreciation, depletion and amortization increased 15%, primarily due to an increase for amortization of a regulatory asset established in the settlement of the 2021 Triennial Review ($61 million), an increase in RGGI related amortization ($45 million), which are offset in operating revenue and do not impact net income, and an increase due to various projects being placed into service ($32 million), partially offset by depreciation rates revised in the first quarter of 2022 at Virginia Power ($21 million) and a decrease from the sale of non-wholly-owned nonregulated solar facilities ($14 million).
Impairment of assets and other charges decreased $105 million, primarily due to the absence of a charge for the forgiveness of Virginia retail electric customer accounts in arrears pursuant to Virginia’s 2021 budget process ($76 million), the absence of a charge for corporate office lease termination ($71 million) and the absence of charges associated with litigation acquired in the SCANA Combination ($60 million), partially offset by the absence of a benefit for a change in the CCRO reserve associated with the 2021 Triennial Review ($130 million).
Other income decreased 84%, primarily due to net investment losses in 2022 compared to net investment gains in 2021 on nuclear decommissioning trust funds.
Interest and related charges increased $121 million, primarily due to lower unrealized gains associated with freestanding derivatives ($138 million) and higher long-term debt interest expense resulting from net debt issuances ($32 million), partially offset by lower interest expense on junior subordinated notes due to repayments in 2021 ($25 million) and higher premiums received on interest rate derivatives ($14 million).
Income tax expense increased 11%, primarily due to a charge to reflect the recognition of deferred taxes on the outside basis of Hope’s stock upon meeting the classification as held for sale that will reverse when the sale is completed ($87 million), partially offset by lower pre-tax income ($64 million).
Outlook
As of March 31, 2022, there have been no material changes to Dominion Energy’s 2022 outlook as described in Item 7. MD&A in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2021.
Segment Results of Operations
Segment results include the impact of intersegment revenues and expenses, which may result in intersegment profit and loss. Presented below is a summary of contributions by Dominion Energy’s operating segments to net income (loss) attributable to Dominion Energy:
| Net Income (Loss) Attributable to Dominion Energy | EPS(1) | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | $ Change | 2022 | 2021 | $ Change | |||||||||||||||||||
| (millions, except EPS) | ||||||||||||||||||||||||
| First Quarter | ||||||||||||||||||||||||
| Dominion Energy Virginia | $ | 518 | $ | 434 | $ | 84 | $ | 0.64 | $ | 0.54 | $ | 0.10 | ||||||||||||
| Gas Distribution | 294 | 251 | 43 | 0.36 | 0.31 | 0.05 | ||||||||||||||||||
| Dominion Energy South Carolina | 109 | 102 | 7 | 0.13 | 0.13 | — | ||||||||||||||||||
| Contracted Assets | 101 | 150 | (49 | ) | 0.13 | 0.18 | (0.05 | ) | ||||||||||||||||
| Corporate and Other | (311 | ) | 71 | (382 | ) | (0.43 | ) | 0.07 | (0.50 | ) | ||||||||||||||
| Consolidated | $ | 711 | $ | 1,008 | $ | (297 | ) | $ | 0.83 | $ | 1.23 | $ | (0.40 | ) |
| *(*1) | Consolidated results are presented on a diluted EPS basis. The dilutive impacts, primarily consisting of potential shares which had not yet been issued, are included within the results of the Corporate and Other segment. EPS contributions for Dominion Energy’s operating segments are presented utilizing basic average shares outstanding for the period. |
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Dominion Energy Virginia
Presented below are selected operating statistics related to Dominion Energy Virginia’s operations:
| First Quarter | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | % Change | ||||||||||
| Electricity delivered (million MWh) | 22.3 | 21.7 | 3 | % | ||||||||
| Electricity supplied (million MWh): | ||||||||||||
| Utility | 22.3 | 21.9 | 2 | |||||||||
| Non-Jurisdictional | 0.3 | 0.2 | 50 | |||||||||
| Degree days (electric distribution and utility service area): | ||||||||||||
| Cooling | 11 | 11 | — | |||||||||
| Heating | 1,895 | 1,889 | — | |||||||||
| Average electric distribution customer accounts (thousands) | 2,716 | 2,684 | 1 |
Presented below, on an after-tax basis, are the key factors impacting Dominion Energy Virginia’s net income contribution:
| First Quarter 2022 vs. 2021 Increase (Decrease) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Amount | EPS | |||||||
| (millions, except EPS) | ||||||||
| Regulated electric sales: | ||||||||
| Weather | $ | 14 | $ | 0.02 | ||||
| Other | (9 | ) | (0.01 | ) | ||||
| Rider equity return | 16 | 0.02 | ||||||
| Electric capacity | (8 | ) | (0.01 | ) | ||||
| Planned outage costs | (7 | ) | (0.01 | ) | ||||
| Depreciation and amortization | 7 | 0.01 | ||||||
| Renewable energy investment tax credits | 61 | 0.08 | ||||||
| Other | 10 | 0.01 | ||||||
| Share dilution | — | (0.01 | ) | |||||
| Change in net income contribution | $ | 84 | $ | 0.10 |
Gas Distribution
Presented below are selected operating statistics related to Gas Distribution’s operations:
| First Quarter | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | % Change | ||||||||||
| Gas distribution throughput (bcf): | ||||||||||||
| Sales | 89 | 86 | 3 | % | ||||||||
| Transportation | 301 | 273 | 10 | |||||||||
| Heating degree days (gas distribution service area): | ||||||||||||
| North Carolina | 1,583 | 1,692 | (6 | ) | ||||||||
| Ohio and West Virginia | 2,912 | 2,758 | 6 | |||||||||
| Utah, Wyoming and Idaho | 2,478 | 2,398 | 3 | |||||||||
| Average gas distribution customer accounts (thousands): | ||||||||||||
| Sales | 1,965 | 1,922 | 2 | |||||||||
| Transportation | 1,140 | 1,137 | — |
Presented below, on an after-tax basis, are the key factors impacting Gas Distribution’s net income contribution:
| First Quarter 2022 vs. 2021 Increase (Decrease) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Amount | EPS | |||||||
| (millions, except EPS) | ||||||||
| Regulated gas sales: | ||||||||
| Weather | $ | 2 | $ | — | ||||
| Other | 34 | 0.04 | ||||||
| Rider equity return | 8 | 0.01 | ||||||
| Interest expense, net | 1 | — | ||||||
| Other | (2 | ) | — | |||||
| Share dilution | — | — | ||||||
| Change in net income contribution | $ | 43 | $ | 0.05 |
Dominion Energy South Carolina
Presented below are selected operating statistics related to Dominion Energy South Carolina’s operations:
| First Quarter | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | % Change | ||||||||||
| Electricity delivered (million MWh) | 5.2 | 5.3 | (2 | %) | ||||||||
| Electricity supplied (million MWh) | 5.5 | 5.6 | (2 | ) | ||||||||
| Degree days (electric distribution service areas): | ||||||||||||
| Cooling | — | 1 | (100 | ) | ||||||||
| Heating | 750 | 786 | (5 | ) | ||||||||
| Average electric distribution customer accounts (thousands) | 772 | 761 | 1 | |||||||||
| Gas distribution throughput (bcf): | ||||||||||||
| Sales | 20 | 20 | — | |||||||||
| Average gas distribution customer accounts (thousands) | 422 | 408 | 3 |
Presented below, on an after-tax basis, are the key factors impacting Dominion Energy South Carolina’s net income contribution:
| First Quarter 2022 vs. 2021 Increase (Decrease) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Amount | EPS | |||||||
| (millions, except EPS) | ||||||||
| Regulated electric sales: | ||||||||
| Weather | $ | 1 | $ | — | ||||
| Other | 15 | 0.02 | ||||||
| Capital cost rider | (2 | ) | — | |||||
| Regulated gas sales | 3 | — | ||||||
| Other | (10 | ) | (0.02 | ) | ||||
| Share dilution | — | — | ||||||
| Change in net income contribution | $ | 7 | $ | — |
Contracted Assets
Presented below are selected operating statistics related to Contracted Asset’s operations:
| First Quarter | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | % Change | ||||||||||
| Electricity supplied (million MWh) | 4.6 | 5.1 | (10 | %) |
Presented below, on an after-tax basis, are the key factors impacting Contracted Asset’s net income contribution:
| First Quarter 2022 vs. 2021 Increase (Decrease) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Amount | EPS | |||||||
| (millions, except EPS) | ||||||||
| Margin(1) | $ | (24 | ) | $ | (0.03 | ) | ||
| Planned outage costs | (4 | ) | — | |||||
| Renewable energy investment tax credits | (29 | ) | (0.04 | ) | ||||
| Depreciation and amortization | 12 | 0.02 | ||||||
| Other | (4 | ) | — | |||||
| Share dilution | — | — | ||||||
| Change in net income contribution | $ | (49 | ) | $ | (0.05 | ) |
| (1) | Includes earnings associated with a 50% noncontrolling interest in Cove Point. |
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Corporate and Other
Presented below are the Corporate and Other segment’s after-tax results:
| First Quarter | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | $ Change | ||||||||||
| (millions, except EPS) | ||||||||||||
| Specific items attributable to operating segments | $ | (269 | ) | $ | (87 | ) | $ | (182 | ) | |||
| Specific items attributable to Corporate and Other segment | (20 | ) | 202 | (222 | ) | |||||||
| Total specific items | (289 | ) | 115 | (404 | ) | |||||||
| Other corporate operations: | ||||||||||||
| Interest expense, net | (79 | ) | (111 | ) | 32 | |||||||
| Other | 57 | 67 | (10 | ) | ||||||||
| Total other corporate operations | (22 | ) | (44 | ) | 22 | |||||||
| Total net income (expense) | $ | (311 | ) | $ | 71 | $ | (382 | ) | ||||
| EPS impact | $ | (0.43 | ) | $ | 0.07 | $ | (0.50 | ) |
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. In 2022, this primarily included a $87 million charge to reflect the recognition of deferred taxes on the outside basis of Hope’s stock upon meeting the classification as held for sale that will reverse when the sale is completed, a $52 million after-tax benefit for derivative mark-to-market changes and $19 million net income from discontinued operations, primarily associated with the Q-Pipe Group. In 2021, this primarily included a $234 million after-tax benefit for derivative mark-to-market changes, a $53 million after-tax charge for corporate office lease termination associated with workplace realignment and $28 million net income from discontinued operations, primarily associated with the Q-Pipe Group.
Virginia Power
Results of Operations
Presented below is a summary of Virginia Power’s consolidated results:
| First Quarter | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | $ Change | ||||||||||
| (millions) | ||||||||||||
| Net income | $ | 357 | $ | 374 | $ | (17 | ) |
Overview
First Quarter 2022 vs. 2021
Net income decreased 5% with no transactions or events contributing to a significant change in net income.
Analysis of Consolidated Operations
Presented below are selected amounts related to Virginia Power’s results of operations:
| First Quarter | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | $ Change | ||||||||||
| (millions) | ||||||||||||
| Operating revenue | $ | 2,167 | $ | 1,830 | $ | 337 | ||||||
| Electric fuel and other energy-related purchases | 516 | 406 | 110 | |||||||||
| Purchased (excess) electric capacity | 11 | (3 | ) | 14 | ||||||||
| Other operations and maintenance | 570 | 513 | 57 | |||||||||
| Depreciation and amortization | 429 | 324 | 105 | |||||||||
| Other taxes | 75 | 93 | (18 | ) | ||||||||
| Impairment of assets and other charges (benefit) | 4 | (51 | ) | 55 | ||||||||
| Other income | 4 | 32 | (28 | ) | ||||||||
| Interest and related charges | 148 | 136 | 12 | |||||||||
| Income tax expense | 61 | 70 | (9 | ) |
An analysis of Virginia Power’s results of operations follows:
First Quarter 2022 vs. 2021
Operating revenue increased 18%, primarily reflecting:
| • | The absence of a $151 million decrease from an unbilled revenue reduction; |
|---|
| • | A $108 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 $69 million increase from riders; |
|---|
| • | A $35 million increase in sales to electric utility retail customers associated with economic and other usage factors; and |
|---|
| • | A $19 million increase in sales to retail customers, primarily due to an increase in heating degree days. |
|---|
These increases were partially offset by:
| • | A $40 million decrease associated with settlements of economic hedges of certain regulated electric sales; and |
|---|
| • | A $15 million decrease reflecting a reduction in base rates associated with the settlement of the 2021 Triennial Review. |
|---|
Electric fuel and other energy-related purchases increased 27%, primarily due to higher commodity costs for electric utilities, which are offset in operating revenue and do not impact net income.
Purchased electric capacity increased $14 million, primarily due to an increase in expense related to the annual PJM capacity performance market effective June 2021.
Other operations and maintenance increased 11%, primarily reflecting:
| • | A $41 million increase in storm damage and service restoration costs; |
|---|
| • | A $17 million increase in outside services; and |
|---|
| • | The absence of 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; partially offset by |
|---|
| • | A $14 million decrease in certain expenses which are primarily recovered through state- and FERC-regulated rates and do not impact net income; and |
|---|
| • | A $11 million decrease in salaries, wages and benefits. |
|---|
Depreciation and amortization increased 32%, primarily due to an increase for amortization of a regulatory asset established in the settlement of the 2021 Triennial Review ($61 million), an increase in RGGI related amortization ($45 million), which are offset in operating revenue and do not impact net income, and an increase due to various projects being placed into service ($22 million), partially offset by depreciation rates revised in the first quarter of 2022 ($21 million).
Other taxes decreased 19%, primarily due to lower property taxes recorded in 2022 ($6 million) and lower business and occupational taxes as a result of a West Virginia legislative change ($5 million).
Impairment of assets and other charges increased $55 million, primarily due to the absence of a benefit for a change in the CCRO reserve associated with the 2021 Triennial Review ($130 million), partially offset by the absence of a charge for the forgiveness of Virginia retail electric customer accounts in arrears pursuant to Virginia’s 2021 budget process ($76 million).
Other income decreased 88%, primarily due to net investment losses in 2022 compared to net investment gains in 2021 on nuclear decommissioning trust funds.
Interest and related charges increased 9%, primarily due to higher long-term debt interest expense resulting from net debt issuances in 2022 and 2021.
Income tax expense decreased 13%, primarily due to lower pre-tax income.
Liquidity and Capital Resources
Dominion Energy depends on both cash generated from operations and external sources of liquidity to provide working capital and as a bridge to long-term financings. Dominion Energy’s material cash requirements include capital and investment expenditures, repaying short-term and long-term debt obligations and paying dividends on its common and preferred stock. This section should be read in conjunction with Item 7. MD&A in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2021.
Analysis of Cash Flows
Presented below are selected amounts related to Dominion Energy’s cash flows:
| 2022 | 2021 | |||||||
|---|---|---|---|---|---|---|---|---|
| (millions) | ||||||||
| Cash, restricted cash and equivalents at January 1 | $ | 408 | $ | 247 | ||||
| Cash flows provided by (used in): | ||||||||
| Operating activities | 1,125 | 1,452 | ||||||
| Investing activities | (1,574 | ) | (2,308 | ) | ||||
| Financing activities | 635 | 1,171 | ||||||
| Net increase in cash, restricted cash and equivalents | 186 | 315 | ||||||
| Cash, restricted cash and equivalents at March 31 | $ | 594 | $ | 562 |
Operating Cash Flows
Net cash provided by Dominion Energy's operating activities decreased $327 million, inclusive of a $12 million decrease from discontinued operations, primarily due to current year refund payments to Virginia electric customers associated with the settlement of the 2021 Triennial Review ($190 million), lower deferred fuel cost recoveries ($108 million) and changes in working capital ($134 million).
Investing Cash Flows
Net cash used in Dominion Energy’s investing activities decreased $734 million, primarily due to a decrease in contributions to equity method affiliates including Atlantic Coast Pipeline ($962 million) and proceeds from the sale of assets and equity method investments ($146 million), partially offset by an increase in plant construction and other property additions ($294 million).
Financing Cash Flows
Net cash provided by Dominion Energy's financing activities decreased $536 million primarily due to lower net issuances of short-term debt ($1.7 billion), partially offset by higher issuances, net of repayments and redemptions, of long-term debt ($1.0 billion) and the absence of repayment of the 364-day revolving supplemental credit facility borrowings ($225 million).
Credit Facilities and Short-Term Debt
As discussed in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2021, Dominion Energy generally uses proceeds from short-term borrowings, including commercial paper, to satisfy short-term cash requirements not met through cash from operations. The levels of borrowing may vary significantly during the course of the year, depending on the timing and amount of cash requirements not satisfied by cash from operations. There have been no significant changes to Dominion Energy’s use of credit facilities and/or short-term debt during the three months ended March 31, 2022.
Dominion Energy Reliability InvestmentSM Program
Dominion Energy has an effective shelf registration statement with the SEC for the sale of up to $3.0 billion of variable denomination floating rate demand notes, called Dominion Energy Reliability InvestmentSM. The registration limits the principal amount that may be outstanding at any one time to $1.0 billion. The notes are offered on a continuous basis and bear interest at a floating rate per annum determined by the Dominion Energy Reliability Investment Committee, or its designee, on a weekly basis. The notes have no stated maturity date, are non-transferable and may be redeemed in whole or in part by Dominion Energy or at the investor’s option at any time. At March 31, 2022, Dominion Energy’s Consolidated Balance Sheets include $473 million with respect to such notes presented within short-term debt. The proceeds are used for general corporate purposes and to repay debt.
Credit Facilities
Dominion Energy maintains a $6.0 billion joint revolving credit facility which provides for a discount in the pricing of certain annual fees and amounts borrowed by Dominion Energy under the facility if Dominion Energy achieves certain annual renewable electric generation and diversity and inclusion objectives. At March 31, 2022, Dominion Energy had $3.8 billion of unused capacity under its joint revolving credit facility. See Note 16 to the Consolidated Financial Statements in this report for the balances of commercial paper and letters of credit outstanding.
In addition to the primary sources of short-term liquidity discussed above, from time to time Dominion Energy enters into separate supplementary credit facilities or term loans as discussed in Note 16 to the Consolidated Financial Statements in this report.
Long-Term Debt
Issuances and Borrowings of Long-Term Debt
Through March 31, 2022, Dominion Energy issued or borrowed the following long-term debt. Unless otherwise noted, the proceeds were used for the repayment of existing long-term indebtedness and for general corporate purposes.
| Month of Issuance | Type | Public / Private | Issuer / Borrowing Entity | Principal | Rate | Stated Maturity | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions) | ||||||||||||||||
| January | Senior notes | Public | Virginia Power | $ | 600 | 2.400 | % | 2032 | ||||||||
| January | Senior notes | Public | Virginia Power | 400 | 2.950 | % | 2051 | |||||||||
| Total issuances and borrowings | $ | 1,000 |
Dominion Energy currently meets the definition of a well-known seasoned issuer under SEC rules governing the registration, communication and offering processes under the Securities Act of 1933, as amended. The rules provide for a streamlined shelf registration process to provide registrants with timely access to capital. This allows Dominion Energy to use automatic shelf registration statements to register any offering of securities, other than those for exchange offers or business combination transactions.
Dominion Energy maintains a $900 million Sustainability Revolving Credit Facility which matures in 2024 and bears interest at a variable rate for amounts borrowed for general corporate purposes. The facility also offers a reduced interest rate margin with respect to borrowed amounts allocated to certain environmental sustainability or social investment initiatives. At March 31, 2022, Dominion Energy had no amounts outstanding under this supplemental credit facility. In May 2022, Dominion Energy provided notice of its intention to borrow $900 million under the facility.
Dominion Energy anticipates, excluding potential opportunistic financings, issuing between approximately $3.2 billion and $4.4 billion of long-term debt during 2022, inclusive of amounts issued through March 31, 2022 as shown above. The raising of external capital is subject to certain regulatory requirements, including registration with the SEC for certain issuances.
Repayment, Repurchases and Redemptions of Long-Term Debt
Dominion Energy may from time to time reduce its outstanding debt and level of interest expense through redemption of debt securities prior to maturity or repurchases of debt securities in the open market, in privately negotiated transactions, through tender offers or otherwise.
The following long-term debt was repaid, repurchased or redeemed through March 31, 2022:
| Month of Redemption | Type | Entity | Principal | (1) | Rate | Stated Maturity | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions) | |||||||||||
| Debt scheduled to mature in 2022 | $ | 39 | various | ||||||||
| Early redemptions | |||||||||||
| None | |||||||||||
| Total repayments, repurchases and redemptions | $ | 39 |
| (1) | Total amount redeemed prior to maturity includes remaining principal plus accrued interest. |
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See Note 16 to the Consolidated Financial Statements in this report and Note 18 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 for additional information regarding scheduled maturities of Dominion Energy’s long-term debt, including related average interest rates.
Remarketing of Long-Term Debt
Through March 31, 2022, Dominion Energy was not required to and did not complete the remarketing of any of its long-term debt. In 2022, Dominion Energy expects to remarket approximately $165 million of its senior notes and tax-exempt bonds, inclusive of $138 million of Virginia Power’s tax-exempt bonds remarketed in April 2022.
Credit Ratings
As discussed in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2021, Dominion Energy’s credit ratings affect its liquidity, cost of borrowing under credit facilities and collateral posting requirements under commodity contracts, as well as the rates at which it is able to offer debt securities. The credit ratings for Dominion Energy are affected by its financial profile, mix of regulated and nonregulated businesses and respective cash flows, changes in methodologies used by the ratings agencies and event risk, if applicable, such as major acquisitions or dispositions. A credit rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. As of March 31, 2022, there have been no changes in Dominion Energy’s credit ratings.
Financial Covenants
As discussed in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2021, Dominion Energy is subject to various covenants present in the enabling agreements underlying Dominion Energy’s debt. As of March 31, 2022, there have been no material changes to covenants, nor any events of default under Dominion Energy’s covenants.
Common Stock, Preferred Stock and Other Equity Securities
In the Companies’ Annual Report on Form 10-K for the year ended December 31, 2021, there is a discussion of Dominion Energy’s existing equity financing programs, including an at-the-market program and Dominion Energy Direct®. Through March 31, 2022, Dominion Energy has issued $45 million of stock through these programs. See Note 16 to the Consolidated Financial Statements in
this report for additional information. Dominion Energy anticipates raising between $300 million and $500 million of capital through the issuance of common stock in 2022 and may issue up to $150 million of stock under settlement agreements associated with litigation acquired in the SCANA Combination as discussed in Note 17 to the Consolidated Financial Statements in this report, inclusive of 0.9 million shares of its common stock, valued at $72 million, issued in May 2022 to partially satisfy DESC’s remaining obligation under a settlement agreement with the SCDOR. As discussed in Note 16 to the Consolidated Financial Statements in this report, in June 2022, Dominion Energy will settle the stock purchase contract component of the 2019 Equity Units which is expected to result in proceeds in the event of a successful remarketing of $1.6 billion and the issuance of up to 21.8 million shares, subject to a formula based on the average closing price of Dominion Energy common stock. As discussed in Note 16 to the Consolidated Financial Statements in this report, Dominion Energy, subject to approval by its Board of Directors and the settlement of a successful remarketing, will redeem all outstanding shares of the Series A Preferred Stock in September 2022.
Through March 31, 2022, Dominion Energy has not repurchased and does not plan to repurchase in 2022 any shares of common stock, except for shares tendered by employees to satisfy tax withholding obligations on vested restricted stock.
Capital Expenditures
As of March 31, 2022, there have been no material changes to Dominion Energy’s total planned capital expenditures for each segment through 2026 as disclosed in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2021.
Dividends
Dominion Energy believes that its operations provide a stable source of cash flow to contribute to planned levels of capital expenditures and maintain or grow the dividend on common shares. See Note 16 to the Consolidated Financial Statements in this report for additional information regarding Dominion Energy’s outstanding preferred stock and associated dividend rates.
Subsidiary Dividend Restrictions
As of March 31, 2022, there have been no material changes to the subsidiary dividend restrictions disclosed in the Dividends section of MD&A in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2021
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 March 31, 2022 for these activities. Gross credit exposure for each counterparty is calculated as outstanding receivables plus any unrealized on- or off-balance sheet exposure, taking into account contractual netting rights.
| Gross Credit Exposure | Credit Collateral | Net Credit Exposure | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions) | ||||||||||||
| Investment grade(1) | $ | 54 | $ | — | $ | 54 | ||||||
| Non-investment grade(2) | 15 | 14 | 1 | |||||||||
| No external ratings: | ||||||||||||
| Internally rated—investment grade(3) | 27 | — | 27 | |||||||||
| Internally rated—non-investment grade(4) | 14 | — | 14 | |||||||||
| Total | $ | 110 | $ | 14 | $ | 96 |
| (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 45% of the total net credit exposure. |
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| (2) | The five largest counterparty exposures, combined, for this category represented less than 1% of the total net credit exposure. |
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| (3) | The five largest counterparty exposures, combined, for this category represented approximately 28% of the total net credit exposure. |
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| (4) | The five largest counterparty exposures, combined, for this category represented approximately 7% of the total net credit exposure. |
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Fuel and Other Purchase Commitments
There have been no material changes outside of the ordinary course of business to Dominion Energy’s fuel and other purchase commitments included in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2021.
Other Material Cash Requirements
As of March 31, 2022, there have been no material changes outside of the ordinary course of business to Dominion Energy’s other material cash requirements included in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2021. Such obligations include:
| • | Operating and finance lease obligations – See Note 14 to the Consolidated Financial Statements in this report; |
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| • | Regulatory liabilities – See Note 12 to the Consolidated Financial Statements in this report; |
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| • | AROs – See Note 14 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2021; |
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| • | Employee benefit plan obligations – See Note 22 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2021; |
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| • | Charitable commitments – See Note 23 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2021; |
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| • | Off-balance sheet leasing arrangements – See Note 15 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2021; and |
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| • | Guarantees – See Note 17 to the Consolidated Financial Statements in this report. |
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Future Issues and Other Matters
See Item 1. Business, Future Issues and Other Matters in MD&A and Notes 13 and 23 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2021 and Notes 13 and 17 to the Consolidated Financial Statements in this report for additional information on various environmental, regulatory, legal and other matters that may impact future results of operations, financial condition and/or cash flows.
CVOW Commercial Project
In March 2022, the Virginia Commission approved Virginia Power’s application filed in December 2021 for approval of a lease contract with an affiliated entity for the use of a Jones Act compliant offshore wind installation vessel currently under development. In April 2022, Virginia Power filed an application with the North Carolina Commission for approval of the same lease contract.
In May 2022, Virginia Power entered into forward purchase agreements with a notional amount of approximately €3.2 billion to hedge its foreign currency rate risk exposure to certain fixed price contracts for the major offshore construction and equipment components of the CVOW Commercial Project.
Item 3. QUANTITATIVE AND QUALITATIVE
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 Companies’ exposure to foreign currency exchange rate risk is related to certain fixed price contracts entered into in 2021 in connection with the CVOW Commercial Project. The contracts include services denominated in currencies other than the U.S. dollar for approximately €2.6 billion and 5.1 billion kr. In addition, certain of the fixed price contracts, approximately €0.7 billion, contain commodity indexing provisions linked to steel. As a result, any changes in applicable exchange rates or commodity indices could result in a change to the ultimate cost of the project. In May 2022, Virginia Power entered into forward purchase agreements with a notional amount of approximately €3.2 billion to hedge its foreign currency rate risk exposure to certain fixed price contracts for the major offshore construction and equipment components of the CVOW Commercial Project.
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 $78 million and $16 million in the fair value of Dominion Energy’s commodity-based derivative instruments as of March 31, 2022 and December 31, 2021, respectively.
A hypothetical 10% increase in commodity prices would have resulted in a decrease of $38 million and $6 million in the fair value of Virginia Power’s commodity-based derivative instruments as of March 31, 2022 and December 31, 2021, 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 March 31, 2022 or December 31, 2021.
The Companies also use interest rate derivatives, including forward-starting swaps, interest rate swaps and interest rate lock agreements to manage interest rate risk. As of March 31, 2022, Dominion Energy and Virginia Power had $14.4 billion and $3.9 billion, respectively, in aggregate notional amounts of these interest rate derivatives outstanding. A hypothetical 10% decrease in market interest rates would have resulted in a decrease of $228 million and $141 million, respectively, in the fair value of Dominion Energy and Virginia Power’s interest rate derivatives at March 31, 2022. As of December 31, 2021, Dominion Energy and Virginia Power had $11.4 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 $191 million and $111 million, respectively, in the fair value of Dominion Energy and Virginia Power’s interest rate derivatives at December 31, 2021.
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 losses (including investment income) on nuclear decommissioning and rabbi trust investments of $197 million for the three months ended March 31, 2022, and net investment gains (including investment income) on nuclear decommissioning and rabbi trust investments of $304 million and $1.1 billion for the three months ended March 31, 2021 and the year ended December 31, 2021, respectively. Net realized gains and losses include gains and losses from the sale of investments as well as any other-than-temporary declines in fair value. Dominion Energy recorded in AOCI and regulatory liabilities, a net decrease in unrealized gains on debt investments of $134 million, $64 million and $64 million for the three months ended March 31, 2022 and 2021 and the year ended December 31, 2021, respectively.
Virginia Power recognized net investment losses (including investment income) on nuclear decommissioning trust investments of $89 million for the three months ended March 31, 2022, and net investment gains (including investment income) on nuclear decommissioning trust investments of $153 million and $568 million for the three months ended March 31, 2021 and the year ended December 31, 2021, respectively. Net realized gains and losses include gains and losses from the sale of investments as well as any other-than-temporary declines in fair value. Virginia Power recorded in AOCI and regulatory liabilities, a net decrease in unrealized gains on debt investments of $68 million, $28 million and $31 million for the three months ended March 31, 2022 and 2021 and the year ended December 31, 2021, 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.
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, 2021. |
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| • | Notes 13 and 17 to the Consolidated Financial Statements in this report. |
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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, 2021, which should be taken into consideration when reviewing the information contained in this report. There have been no material changes with regard to the risk factors previously disclosed in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2021. For other factors that may cause actual results to differ materially from those indicated in any forward-looking statement or projection contained in this report, see Forward-Looking Statements in MD&A in this report.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1/1/22 - 1/31/22 | 3,942 | $ | 78.64 | — | $ 0.92 billion | |||||||||
| 2/1/22 - 2/28/22 | 59,592 | 80.00 | — | 0.92 billion | ||||||||||
| 3/1/22 - 3/31/22 | 6,111 | 79.29 | — | 0.92 billion | ||||||||||
| Total | 69,645 | 79.86 | — | $ 0.92 billion |
| (1) | Represents shares of common stock that were tendered by employees to satisfy tax withholding obligations on vested restricted stock. |
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| (2) | Represents the weighted-average price paid per share. |
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| (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. |
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Item 5. OTHER INFORMATION
On May 5, 2022, Dominion Energy filed a prospectus supplement to its effective registration statement on Form S-3 (File No. 333-239467) filed with the SEC on June 26, 2020 for purposes of registering the offer and resale of certain shares of its common stock previously issued and delivered to SCDOR in accordance with the terms of a settlement agreement as discussed in Note 17 to the Consolidated Financial Statements in this report. The registration rights agreement and opinion of counsel relating to the registration and validity of such shares are filed as Exhibits 4.2 and 5.1, respectively, to this Quarterly Report on Form 10-Q for the purpose of incorporating such exhibits by reference into the registration statement and the related prospectus contained therein, as supplemented by the prospectus supplement.
On May 5, 2022, Dominion Energy notified applicable holders that it will conduct a final remarketing of shares of Series A Preferred Stock during a final remarketing period beginning on May 23, 2022 and ending on May 27, 2022. Dominion Energy has received a commitment from a financial institution to purchase at a price of $1,000 per share any shares of Series A Preferred Stock included in the final remarketing that are not sold to other purchasers through a marketed process based on an annual dividend rate of 1.75% for the June 1, 2022 through August 31, 2022 dividend period, which annual dividend rate will increase to 6.75% effective September 1, 2022. In connection with this commitment, Dominion Energy has agreed to redeem all outstanding shares of Series A Preferred Stock on September 1, 2022, assuming settlement of the final remarketing and subject to approval by Dominion Energy’s Board of Directors, a determination that Dominion Energy has funds legally available for the redemption as required by Virginia law and the terms of the Series A Preferred Stock and the issuance of a redemption notice as required by the terms of the Series A Preferred Stock.
Item 6. EXHIBITS
| Exhibit Number | Description | Dominion Energy | Virginia Power | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 101 | The following financial statements from Dominion Energy, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed on May 5, 2022, 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 March 31, 2022, filed on May 5, 2022, 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 | |||||||
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 | ||
| May 5, 2022 | /s/ Michele L. Cardiff | |
| Michele L. Cardiff Senior Vice President, Controller and Chief Accounting Officer | ||
| VIRGINIA ELECTRIC AND POWER COMPANY Registrant | ||
| May 5, 2022 | /s/ Michele L. Cardiff | |
| Michele L. Cardiff Senior Vice President, Controller and Chief Accounting Officer | ||