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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 June 30, 2024
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
| Commission File Number | Exact name of registrants as specified in their charters, address of principal executive offices and registrants’ telephone number | I.R.S. Employer Identification Number | ||
| 001-08489 | DOMINION ENERGY, INC. | 54-1229715 | ||
| 000-55337 | VIRGINIA ELECTRIC AND POWER COMPANY | 54-0418825 | ||
| 120 Tredegar Street Richmond**,** Virginia 23219 (804) 819-2284 |
State or other jurisdiction of incorporation or organization of the registrants: Virginia
Securities registered pursuant to Section 12(b) of the Act:
| Registrant | Trading Symbol | Title of Each Class | Name of Each Exchange on Which Registered |
| DOMINION ENERGY, INC. | D | Common Stock, no par value | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Dominion Energy, Inc. Yes ☒ No ☐ Virginia Electric and Power Company Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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 July 26, 2024, the latest practicable date for determination, Dominion Energy, Inc. had 838,938,399 shares of common stock outstanding and Virginia Electric and Power Company had 324,245 shares of common stock outstanding. Dominion Energy, Inc. is the sole holder of Virginia Electric and Power Company’s common stock.
This combined Form 10-Q represents separate filings by Dominion Energy, Inc. and Virginia Electric and Power Company. Information contained herein relating to an individual registrant is filed by that registrant on its own behalf. Virginia Electric and Power Company makes no representation as to the information relating to Dominion Energy, Inc.’s other operations.
VIRGINIA ELECTRIC AND POWER COMPANY MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q AND IS FILING THIS FORM 10-Q UNDER THE REDUCED DISCLOSURE FORMAT.
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 | 64 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 81 |
| Item 4. | Controls and Procedures | 82 |
| PART II. Other Information | ||
| Item 1. | Legal Proceedings | 83 |
| Item 1A. | Risk Factors | 83 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 83 |
| Item 5. | Other Information | 83 |
| Item 6. | Exhibits | 84 |
GLOSSARY OF TERMS
The following abbreviations or acronyms used in this Form 10-Q are defined below:
| Abbreviation or Acronym | Definition | |
| 2017 Tax Reform Act | An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018 (previously known as The Tax Cuts and Jobs Act) enacted on December 22, 2017 | |
| 2021 Triennial Review | Virginia Commission review of Virginia Power’s earned return on base rate generation and distribution services for the four successive 12-month test periods beginning January 1, 2017 and ending December 31, 2020 | |
| 2023 Biennial Review | Virginia Commission review of Virginia Power’s earned return on base rate generation and distribution services for the two successive 12-month test periods beginning January 1, 2021 and ending December 31, 2022 and prospective rate base setting for the succeeding annual periods beginning January 1, 2024 and ending December 31, 2025 | |
| 2024 EJSNs | 2024 Series A EJSNs and 2024 Series B EJSNs | |
| 2024 Series A EJSNs | Dominion Energy’s 2024 Series A Enhanced Junior Subordinated Notes due 2055 | |
| 2024 Series B EJSNs | Dominion Energy’s 2024 Series B Enhanced Junior Subordinated Notes due 2054 | |
| 2025 Biennial Review | Future Virginia Commission review of Virginia Power’s earned return on base rate generation and distribution services for the two successive 12-month test periods beginning January 1, 2023 and ending December 31, 2024 and prospective rate base setting for the succeeding annual periods beginning January 1, 2026 and ending December 31, 2027 | |
| ACE Rule | Affordable Clean Energy Rule | |
| AES | The legal entity The AES Corporation, one or more of its consolidated subsidiaries, or the entirety of The AES Corporation and its consolidated subsidiaries | |
| AFUDC | Allowance for funds used during construction | |
| AOCI | Accumulated other comprehensive income (loss) | |
| ARO | Asset retirement obligation | |
| Atlantic Coast Pipeline | Atlantic Coast Pipeline, LLC, a limited liability company owned by Dominion Energy and Duke Energy | |
| Atlantic Coast Pipeline Project | A previously proposed approximately 600-mile natural gas pipeline running from West Virginia through Virginia to North Carolina which would have been owned by Dominion Energy and Duke Energy | |
| bcf | Billion cubic feet | |
| BHE | The legal entity, Berkshire Hathaway Energy Company, one or more of its consolidated subsidiaries (including Eastern Energy Gas Holdings, LLC, Northeast Midstream Partners, LP and Cove Point effective November 2020), or the entirety of Berkshire Hathaway Energy Company and its consolidated subsidiaries | |
| Birdseye | Birdseye Renewable Energy, LLC | |
| BOEM | Bureau of Ocean Energy Management | |
| Brunswick County | A 1,376 MW combined-cycle, natural gas-fired power station in Brunswick County, Virginia | |
| CAA | Clean Air Act | |
| CCR | Coal combustion residual | |
| CEO | Chief Executive Officer | |
| CERCLA | Comprehensive Environmental Response, Compensation and Liability Act of 1980, also known as Superfund | |
| CFIUS | The Committee on Foreign Investment in the U.S. | |
| CFO | Chief Financial Officer |
| CO2 | Carbon dioxide | |
| Companies | Dominion Energy and Virginia Power, collectively | |
| Contracted Energy | Contracted Energy operating segment | |
| Cooling degree days | Units measuring the extent to which the average daily temperature is greater than 65 degrees Fahrenheit, or 75 degrees Fahrenheit in DESC’s service territory, calculated as the difference between 65 or 75 degrees, as applicable, and the average temperature for that day | |
| Cove Point | Cove Point LNG, LP (formerly known as Dominion Energy Cove Point LNG, LP) | |
| CPCN | Certificate of Public Convenience and Necessity | |
| CVOW Commercial Project | A proposed 2.6 GW wind generation facility 27 miles off the coast of Virginia Beach, Virginia in federal waters adjacent to the CVOW Pilot Project and associated interconnection facilities in and around Virginia Beach, Virginia | |
| CVOW Pilot Project | A 12 MW wind generation facility 27 miles off the coast of Virginia Beach, Virginia in federal waters | |
| CWA | Clean Water Act | |
| DES | Dominion Energy Services, Inc. | |
| DESC | The legal entity, Dominion Energy South Carolina, Inc., one or more of its consolidated entities or operating segment, or the entirety of Dominion Energy South Carolina, Inc. and its consolidated entities | |
| DGI | Dominion Generation, Inc. | |
| DOE | U.S. Department of Energy | |
| Dominion Energy | The legal entity, Dominion Energy, Inc., one or more of its consolidated subsidiaries (other than Virginia Power) or operating segments, or the entirety of Dominion Energy, Inc. and its consolidated subsidiaries | |
| Dominion Energy Direct® | A dividend reinvestment and open enrollment direct stock purchase plan | |
| Dominion Energy South Carolina | Dominion Energy South Carolina operating segment | |
| Dominion Energy Virginia | Dominion Energy Virginia operating segment | |
| Dominion Privatization | Dominion Utility Privatization, LLC, a joint venture between Dominion Energy and Patriot | |
| DSM | Demand-side management | |
| DSM Riders | Rate adjustment clauses, designated Riders C1A, C2A, C3A and C4A, associated with the recovery of costs related to certain Virginia DSM programs in approved DSM cases | |
| Dth | Dekatherm | |
| Duke Energy | The legal entity, Duke Energy Corporation, one or more of its consolidated subsidiaries, or the entirety of Duke Energy Corporation and its consolidated subsidiaries | |
| Eagle Solar | Eagle Solar, LLC, a wholly-owned subsidiary of DGI | |
| East Ohio | The East Ohio Gas Company (a subsidiary of Enbridge effective March 2024) | |
| East Ohio Transaction | The sale by Dominion Energy to Enbridge of all issued and outstanding capital stock in Dominion Energy Questar Corporation and its consolidated subsidiaries, which following a reorganization included East Ohio and Dominion Energy Gas Distribution, LLC, pursuant to a purchase and sale agreement entered into on September 5, 2023, which was completed on March 6, 2024 | |
| Enbridge | The legal entity, Enbridge Inc., one or more of its consolidated subsidiaries (including Enbridge Elephant Holdings, LLC, Enbridge Parrot Holdings, LLC and Enbridge Quail Holdings, LLC), or the entirety of Enbridge Inc. and its consolidated subsidiaries | |
| EPA | U.S. Environmental Protection Agency | |
| EPS | Earnings per common share |
| FCC | Federal Communications Commission | |
| FERC | Federal Energy Regulatory Commission | |
| FTRs | Financial transmission rights | |
| GAAP | U.S. generally accepted accounting principles | |
| GHG | Greenhouse gas | |
| Greensville County | A 1,605 MW combined-cycle, natural gas-fired power station in Greensville County, Virginia | |
| GTSA | Virginia Grid Transformation and Security Act of 2018 | |
| GW | Gigawatt | |
| Heating degree days | Units measuring the extent to which the average daily temperature is less than 65 degrees Fahrenheit, or 60 degrees Fahrenheit in DESC’s service territory, calculated as the difference between 65 or 60 degrees, as applicable, and the average temperature for that day | |
| IRA | An Act to Provide for Reconciliation Pursuant to Title II of Senate Concurrent Resolution 14 of the 117th Congress (also known as the Inflation Reduction Act of 2022) enacted on August 16, 2022 | |
| ISO | Independent system operator | |
| Jones Act | The Coastwise Merchandise Statute (commonly known as the Jones Act) 46 U.S.C. §55102 regulating U.S. maritime commerce | |
| kV | Kilovolt | |
| MD&A | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
| MGD | Million gallons per day | |
| Millstone | Millstone nuclear power station | |
| Moody’s | Moody’s Investors Service | |
| MW | Megawatt | |
| MWh | Megawatt hour | |
| Natural Gas Rate Stabilization Act | Legislation effective February 2005 designed to improve and maintain natural gas service infrastructure to meet the needs of customers in South Carolina | |
| NAV | Net asset value | |
| NND Project | V.C. Summer Units 2 and 3 nuclear development project under which DESC and Santee Cooper undertook to construct two Westinghouse AP1000 Advanced Passive Safety nuclear units in Jenkinsville, South Carolina | |
| North Anna | North Anna nuclear power station | |
| North Carolina Commission | North Carolina Utilities Commission | |
| NOX | Nitrogen oxide | |
| NRC | U.S. Nuclear Regulatory Commission | |
| Ohio Commission | Public Utilities Commission of Ohio | |
| Order 1000 | Order issued by FERC adopting requirements for electric transmission planning, cost allocation and development | |
| ozone season | The period May 1st through September 30th, as determined on a federal level | |
| Patriot | Patriot Utility Privatizations, LLC, a joint venture between Foundation Infrastructure Partners, LLC and John Hancock Life Insurance Company (U.S.A.) and affiliates | |
| PFAS | Per- and polyfluorinated substances, a group of widely used chemicals that break down very slowly over time in the environment | |
| PJM | PJM Interconnection, LLC |
| PSD | Prevention of significant deterioration | |
| PSNC | Public Service Company of North Carolina, Incorporated, doing business as Dominion Energy North Carolina | |
| PSNC Transaction | The proposed sale by Dominion Energy to Enbridge of all of its membership interests in Fall North Carolina Holdco LLC and its consolidated subsidiaries, which following a reorganization includes PSNC, pursuant to a purchase and sale agreement entered into on September 5, 2023 | |
| Questar Gas | Questar Gas Company (a subsidiary of Enbridge effective May 2024) | |
| Questar Gas Transaction | The sale by Dominion Energy to Enbridge of all of its membership interests in Fall West Holdco LLC and its consolidated subsidiaries, which following a reorganization included Questar Gas, Wexpro, Wexpro II Company, Wexpro Development Company, Dominion Energy Wexpro Services Company, Questar InfoComm Inc. and Dominion Gas Projects Company, LLC, pursuant to a purchase and sale agreement entered into on September 5, 2023, which was completed on May 31, 2024 | |
| RGGI | Regional Greenhouse Gas Initiative | |
| Rider BW | A rate adjustment clause associated with the recovery of costs related to Brunswick County | |
| Rider CCR | A rate adjustment clause associated with the recovery of costs related to the removal of CCR at certain power stations | |
| Rider CE | A rate adjustment clause associated with the recovery of costs related to certain renewable generation, energy storage and related transmission facilities in Virginia, certain small-scale distributed generation projects and related transmission facilities and, beginning May 2024, power purchase agreements for the energy, capacity, ancillary services and renewable energy credits owned by third parties | |
| Rider GEN | A rate adjustment clause associated with recovery of costs being recovered under Riders BW, GV, four other riders associated with generation facilities and the Virginia LNG Storage Facility | |
| Rider GT | A rate adjustment clause associated with the recovery of costs associated with electric distribution grid transformation projects that the Virginia Commission has approved as authorized by the GTSA | |
| Rider GV | A rate adjustment clause associated with the recovery of costs related to Greensville County | |
| Rider OSW | A rate adjustment clause associated with costs incurred to construct, own and operate the CVOW Commercial Project | |
| Rider RGGI | A rate adjustment clause associated with the recovery of costs related to the purchase of allowances through the RGGI market-based trading program for CO2 | |
| Rider RPS | A rate adjustment clause associated with the recovery of costs related to the mandatory renewable portfolio standard program established by the VCEA | |
| Rider SNA | A rate adjustment clause associated with costs relating to the preparation of the applications for subsequent license renewal to the NRC to extend the operating licenses of Surry and North Anna and related projects | |
| Rider T1 | A rate adjustment clause to recover the difference between revenues produced from transmission rates included in base rates, and the new total revenue requirement developed annually for the rate years effective September 1 | |
| Rider U | A rate adjustment clause associated with the recovery of costs of new underground distribution facilities | |
| ROE | Return on equity | |
| RTO | Regional transmission organization | |
| Santee Cooper | South Carolina Public Service Authority | |
| SCANA | The legal entity, SCANA Corporation, one or more of its consolidated subsidiaries, or the entirety of SCANA Corporation and its consolidated subsidiaries | |
| SCANA Combination | Dominion Energy’s acquisition of SCANA completed on January 1, 2019 pursuant to the terms of the agreement and plan of merger entered on January 2, 2018 between Dominion Energy and SCANA | |
| SCANA Merger Approval Order | Final order issued by the South Carolina Commission on December 21, 2018 setting forth its approval of the SCANA Combination |
| SCDOR | South Carolina Department of Revenue | |
| SEC | U.S. Securities and Exchange Commission | |
| Series B Preferred Stock | Dominion Energy’s 4.65% Series B Fixed-Rate Cumulative Redeemable Perpetual Preferred Stock, without par value, with a liquidation preference of $1,000 per share | |
| Series C Preferred Stock | Dominion Energy’s 4.35% Series C Fixed-Rate Cumulative Redeemable Perpetual Preferred Stock, without par value, with a liquidation preference of $1,000 per share | |
| South Carolina Commission | Public Service Commission of South Carolina | |
| Standard & Poor’s | Standard & Poor’s Ratings Services, a division of S&P Global Inc. | |
| Stonepeak | The legal entity Stonepeak Partners, LLC, one or more of its affiliated investment vehicles (including Dunedin Members, LLC) or the entirety of Stonepeak Partners, LLC and its affiliated investment vehicles | |
| Summer | V.C. Summer nuclear power station | |
| Surry | Surry nuclear power station | |
| Utah Commission | Utah Public Service Commission | |
| VCEA | Virginia Clean Economy Act of March 2020 | |
| VEBA | Voluntary Employees’ Beneficiary Association | |
| VIE | Variable interest entity | |
| Virginia Commission | Virginia State Corporation Commission | |
| Virginia LNG Storage Facility | A proposed LNG storage facility in Brunswick and Greensville Counties, Virginia | |
| Virginia Power | The legal entity, Virginia Electric and Power Company, one or more of its consolidated subsidiaries or operating segment, or the entirety of Virginia Electric and Power Company and its consolidated subsidiaries | |
| VPFS | Virginia Power Fuel Securitization, LLC | |
| Wexpro | The legal entity, Wexpro Company, one or more of its consolidated subsidiaries, or the entirety of Wexpro Company and its consolidated subsidiaries (a subsidiary of Enbridge effective May 2024) | |
| Wyoming Commission | Wyoming Public Service Commission |
PART I. FINANCI****AL INFORMATION
Next: Item 1. FINANCIAL STATEMENTS
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