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Acquisitions and Dispositions
3 Months Ended
Mar. 31, 2025
Text Block [Abstract]  
Acquisitions and Dispositions

Note 3. Acquisitions and Dispositions

Business Review Dispositions

Sale of East Ohio

In September 2023, Dominion Energy entered into an agreement with Enbridge for the East Ohio Transaction, which included the sale of East Ohio and was valued at approximately $6.6 billion, consisting of a purchase price of approximately $4.3 billion in cash and approximately $2.3 billion of assumed indebtedness. The sale closed in March 2024 after all customary closing and regulatory conditions were satisfied, including completion of an internal reorganization, as discussed in Note 3 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2024. Dominion Energy utilized the after-tax proceeds, as required, to repay outstanding borrowings under 364-day term loan facilities. See Note 17 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2024 for additional information. The purchase price was subject to customary post-closing adjustments, including adjustments for cash, indebtedness, net working capital, capital expenditures and net regulatory assets and liabilities. The transaction was structured as a stock sale for tax purposes.

Dominion Energy retained the pension and other postretirement benefit plan assets and obligations, including related income tax and other deferred balances, associated with retiree participants in both East Ohio’s union pension and other postretirement benefit plans and retiree participants of the sale entities in the Dominion Energy Pension Plan and the Dominion Energy Retiree Health and Welfare Plan. Dominion Energy recognized a pre-tax loss of $97 million ($109 million after-tax) upon the closing of the transaction, including the write-off of $1.5 billion of goodwill which was not deductible for tax purposes and including the effects of final closing adjustments. In 2023, Dominion Energy recorded a charge of $29 million to reflect the recognition of deferred taxes on the outside basis of East Ohio’s stock upon meeting the classification as held for sale. These deferred taxes reversed in the first quarter of 2024 upon closing of the sale and became a component of current income tax expense on the loss on sale disclosed above. See Note 5 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2024 for additional information.

At the closing of the East Ohio Transaction, Dominion Energy and Enbridge entered into a transition services agreement as discussed in Note 3 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2024.

Sale of PSNC

In September 2024, after satisfying all customary closing and regulatory conditions as well as the completion of an internal reorganization, Dominion Energy completed the PSNC Transaction entered in September 2023 and entered into a transition services agreement with Enbridge, as discussed in Note 3 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2024.

Sale of Questar Gas and Wexpro

In May 2024, after satisfying all customary closing and regulatory conditions as well as the completion of an internal reorganization, Dominion Energy completed the Questar Gas Transaction entered in September 2023 and entered into a transition services agreement with Enbridge, as discussed in Note 3 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2024.

In 2023, Dominion Energy recorded a charge of $236 million ($231 million after-tax), including amounts associated with an impairment of goodwill. Based on the recorded balances at March 31, 2024, Dominion Energy recorded an additional charge of $78 million ($78 million after-tax), including amounts associated with an impairment of goodwill, in the first quarter of 2024. Following the internal reorganization noted above and upon closing of the East Ohio Transaction, Dominion Energy recorded a tax benefit of $5 million. In 2023, Dominion Energy recorded a charge of $472 million to reflect the deferred taxes on the outside basis of Questar Gas, Wexpro and related affiliates’ stock upon meeting the classification as held for sale. These deferred taxes reversed in the first quarter of 2024 and became a component of current income tax expense. In addition, Dominion Energy recorded an incremental deferred tax benefit of $10 million to reflect the deferred taxes on the outside basis

of Questar Gas, Wexpro and related affiliates’ stock in the first quarter of 2024. These deferred taxes reversed in the second quarter of 2024 upon closing of the sale and became a component of current income tax expense on the pre-tax loss on sale. See Note 5 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2024 for additional information.

Other Sales

In April 2024, Dominion Energy completed the sale of Birdseye and the Madison solar project, as discussed in Note 3 to the Consolidated Financial Statements in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2024.

Financial Statement Information for Business Review Dispositions

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

 

 

 

Three Months Ended March 31, 2024

 

 

 

East Ohio
Transaction
(1)

 

PSNC
Transaction

 

Questar Gas
Transaction

 

Other

 

(millions)

 

 

 

 

 

 

 

 

 

Operating revenue

 

$

229

 

$

298

 

$

695

 

$

 

Operating expense(2)

 

 

247

 

 

158

 

 

575

 

 

1

 

Other income
   (expense)

 

 

(17

)

 

3

 

 

1

 

 

 

Interest and related
   charges

 

 

15

 

 

14

 

 

16

 

 

 

Income (loss) before
   income taxes

 

 

(50

)

 

129

 

 

105

 

 

(1

)

Income tax expense
   (benefit)

 

 

11

 

 

31

 

 

84

 

 

 

Net income (loss)
   attributable to
   Dominion Energy
(3)

 

$

(61

)

$

98

 

$

21

 

$

(1

)

 

(1)
Represents amounts attributable to Dominion Energy prior to the closing of the East Ohio Transaction which closed on March 6, 2024.
(2)
East Ohio Transaction includes a charge of $45 million ($33 million after-tax) associated with an increase to certain pension retirement benefits attributable to a plan amendment and a contribution to the defined contribution employee savings plan. See Note 20 for further information on these transactions.
(3)
Excludes $(69) million of income tax expense (benefit) attributable to consolidated state adjustments for the three months ended March 31, 2024.

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

 

 

Three Months Ended March 31, 2024

 

 

East Ohio
Transaction
(1)

 

PSNC
Transaction

 

Questar Gas
Transaction

 

Other

 

(millions)

 

 

 

 

 

 

 

 

Capital expenditures

$

65

 

$

82

 

$

100

 

$

 

Significant noncash
   items

 

 

 

 

 

 

 

 

Depreciation,
   depletion and
   amortization

 

 

 

 

 

 

 

 

Accrued capital
   expenditures

 

 

 

55

 

 

20

 

 

 

 

(1)
Represents amounts attributable to Dominion Energy prior to the closing of the East Ohio Transaction which closed on March 6, 2024.