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Acquisitions and Dispositions | 3 Months Ended
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Mar. 31, 2024
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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 clearance or approval under or by the Hart-Scott-Rodino Act, CFIUS and FCC. Dominion Energy utilized the after-tax proceeds, as required, to repay outstanding borrowings under 364-day term loan facilities. See Note 16 for additional information. The purchase price is 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. In October 2023, as required under the sale agreement, Dominion Energy filed a notice with the Ohio Commission. The internal reorganization in connection with the East Ohio Transaction was subject to approval by the Utah and Wyoming Commissions. Dominion Energy filed for such approvals in September 2023 which were received in November 2023. The internal reorganization was completed in February 2024. 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 $102 million ($108 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 but excluding 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 for additional information. At the closing of the East Ohio Transaction, Dominion Energy and Enbridge entered into a transition services agreement pursuant to which Dominion Energy will continue to provide certain services to support the ongoing operations of East Ohio for up to approximately two years. Enbridge has also agreed to provide certain services to Dominion Energy. Sale of PSNC In September 2023, Dominion Energy entered into an agreement with Enbridge for the PSNC Transaction, which includes the sale of PSNC and is valued at approximately $3.1 billion, consisting of a purchase price of approximately $2.2 billion in cash and approximately $1.0 billion of assumed indebtedness. The purchase price will be subject to customary post-closing adjustments, including adjustments for cash, indebtedness, net working capital, capital expenditures and net regulatory assets and liabilities. Closing of the PSNC Transaction is not conditioned upon the closing of the Questar Gas Transaction. The sale will be treated as a stock sale for tax purposes and is expected to close in the third quarter of 2024, subject to clearance or approval under or by the Hart-Scott-Rodino Act, CFIUS, FCC and North Carolina Commission as well as other customary closing and regulatory conditions. In November 2023, the waiting period under the Hart-Scott-Rodino Act expired. Also in November 2023, Dominion Energy submitted its initial filing request for approval by CFIUS, which was received in January 2024. In January 2024, Dominion Energy filed for approval with the FCC which was also received in January 2024. In October 2023, Dominion Energy filed for approval from the North Carolina Commission. The internal reorganization in connection with the PSNC Transaction was subject to approval by the North Carolina Commission. Dominion Energy filed for such approval in September 2023 which was received in November 2023. The internal reorganization was completed in December 2023. Upon closing, Dominion Energy will retain the entirety of the assets and obligations, including related income tax and other deferred balances, of the pension and other postretirement employee benefit plans associated with the operations included in the transaction and relating to services provided through closing. The PSNC Transaction is subject to termination by either party if not completed by September 2024, subject to a potential three-month extension for receipt of regulatory approvals, with a termination fee of $78 million due to Dominion Energy under certain conditions. Based on the recorded balances at March 31, 2024, Dominion Energy expects to recognize a pre-tax gain of approximately $10 million ($8 million after-tax) upon closing, including the write-off of $0.7 billion of goodwill which is not deductible for tax purposes but excluding the effects of final closing adjustments. In 2023, Dominion Energy recorded a charge of $334 million to reflect the deferred taxes on the outside basis of PSNC’s stock upon meeting the classification as held for sale. These deferred taxes will reverse upon closing of the sale and become a component of current income tax expense on the gain on sale. At the closing of the PSNC Transaction, Dominion Energy and Enbridge will enter into a transition services agreement pursuant to which Dominion Energy will continue to provide certain services to support the ongoing operations of PSNC for up to approximately two years. Enbridge has also agreed to provide certain services to Dominion Energy. Sale of Questar Gas and Wexpro In September 2023, Dominion Energy entered into an agreement with Enbridge for the Questar Gas Transaction, which includes the sale of Questar Gas, Wexpro and related affiliates and is valued at approximately $4.3 billion, consisting of a purchase price of approximately $3.0 billion in cash and approximately $1.3 billion of assumed indebtedness. The purchase price will be subject to customary post-closing adjustments, including adjustments for cash, indebtedness, net working capital, capital expenditures and net regulatory assets and liabilities. Closing of the Questar Gas Transaction is not conditioned upon the closing of the PSNC Transaction. The sale will be treated as a stock sale for tax purposes and is expected to close in the second quarter of 2024, subject to clearance or approval under or by the Hart-Scott-Rodino Act, CFIUS, FCC and Utah and Wyoming Commissions as well as other customary closing and regulatory conditions. In November 2023, the waiting period under the Hart-Scott-Rodino Act expired. Also in November 2023, Dominion Energy submitted its initial filing request for approval by CFIUS, which was received in January 2024. In January 2024, Dominion Energy filed for approval with the FCC, which was received in February 2024. In October 2023, Dominion Energy filed for approvals from the Utah and Wyoming Commissions. In March 2024, a settlement stipulation supporting approval of the Questar Gas Transaction was filed with the Utah Commission. In October 2023, Dominion Energy filed the notice with the Idaho Commission required for closing of the Questar Gas Transaction. The internal reorganization in connection with the Questar Gas Transaction was subject to approval by the Utah and Wyoming Commissions. Dominion Energy filed for such approvals in September 2023 which were received in November 2023. The internal reorganization was completed in February 2024. Upon closing, Dominion Energy will retain the pension and other postretirement benefit plan assets and obligations, including related income tax and other deferred balances, associated with retiree participants of the sale entities in the Dominion Energy Pension Plan and the Dominion Energy Retiree Health and Welfare Plan. The Questar Gas Transaction is subject to termination by either party if not completed by September 2024, subject to a potential three-month extension for receipt of regulatory approvals, with a termination fee of $107 million due to Dominion Energy under certain conditions. In 2023, Dominion Energy recorded a charge of $284 million ($279 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. Upon closing, Dominion Energy will write off the remaining $0.7 billion of goodwill which is not deductible for tax purposes. 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 $462 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 $22 million to reflect the deferred taxes on the outside basis of Questar Gas, Wexpro and related affiliates’ stock in the first quarter of 2024 which will reverse upon the closing of the Questar Gas Transaction. See Note 5 for additional information. At the closing of the Questar Gas Transaction, Dominion Energy and Enbridge will enter into a transition services agreement pursuant to which Dominion Energy will continue to provide certain services to support the ongoing operations of Questar Gas and Wexpro for up to approximately two years. Enbridge has also agreed to provide certain services to Dominion Energy. Other Sales In February 2024, Dominion Energy entered into an agreement with AES to sell Birdseye and the Madison solar project for approximately $17 million in cash, subject to customary closing adjustments, which closed in April 2024. Dominion Energy recognized a charge of $68 million ($51 million after-tax) in the fourth quarter of 2023 to adjust the assets down to their realizable fair value. As a result, Dominion Energy expects any gain or loss on the sale, including the effects of final closing adjustments, to be inconsequential. 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) |  |  | 254 |  |  | 158 |  |  | 575 |  |  | 1 |
Other income (expense) |  |  | (17 | ) |  | 3 |  |  | 1 |  |  | — |
Interest and related charges |  |  | 15 |  |  | 14 |  |  | 16 |  |  | — |
Income (loss) before income taxes |  |  | (57 | ) |  | 129 |  |  | 105 |  |  | (1 | )
Income tax expense (benefit) |  |  | 9 |  |  | 31 |  |  | 82 |  |  | — |
Net income (loss) attributable to Dominion Energy(3) |  | $ | (66 | ) | $ | 98 |  | $ | 23 |  | $ | (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.
|  | Three Months Ended March 31, 2023 |
|  | East Ohio Transaction |  | PSNC Transaction |  | Questar Gas Transaction |  | Other |
(millions) |  |  |  |  |  |  |  |  |
Operating revenue |  | $ | 312 |  | $ | 326 |  | $ | 730 |  | $ | 1 |
Operating expense |  |  | 216 |  |  | 208 |  |  | 579 |  |  | 3 |
Other income (expense) |  |  | 8 |  |  | 2 |  |  | 1 |  |  | — |
Interest and related charges |  |  | 15 |  |  | 13 |  |  | 16 |  |  | — |
Income (loss) before income taxes |  |  | 89 |  |  | 107 |  |  | 136 |  |  | (2 | )
Income tax expense (benefit) |  |  | 13 |  |  | 24 |  |  | 29 |  |  | (1 | )
Net income (loss) attributable to Dominion Energy(1) |  | $ | 76 |  | $ | 83 |  | $ | 107 |  | $ | (1 | )
(1) Excludes $(9) million of income tax expense (benefit) attributable to consolidated state and interim period tax allocation adjustments for three months ended March 31, 2023. The carrying value of major classes of assets and liabilities relating to the disposal groups, which are reported as held for sale in Dominion Energy’s Consolidated Balance Sheets were as follows:
| At March 31, 2024 |  | At December 31, 2023 |
| PSNC Transaction |  | Questar Gas Transaction |  | Other |  | East Ohio Transaction |  | PSNC Transaction |  | Questar Gas Transaction |  | Other |
(millions) |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current assets(1) | $ | 266 |  | $ | 505 |  | $ | (2 | ) | $ | 497 |  | $ | 336 |  | $ | 764 |  | $ | 1 |
Property, plant and equipment, net |  | 2,899 |  |  | 4,465 |  |  | 28 |  |  | 5,443 |  |  | 2,806 |  |  | 4,369 |  |  | 26 |
Other deferred charges and other assets, including goodwill(2) and intangible assets |  | 823 |  |  | 666 |  |  | (1 | ) |  | 2,659 |  |  | 834 |  |  | 766 |  |  | — |
Current liabilities(3) |  | 180 |  |  | 282 |  |  | 5 |  |  | 560 |  |  | 224 |  |  | 389 |  |  | 7 |
Long-term debt |  | 948 |  |  | 1,205 |  |  | — |  |  | 2,286 |  |  | 948 |  |  | 1,205 |  |  | — |
Other deferred credits and liabilities(4) |  | 697 |  |  | 1,066 |  |  | 2 |  |  | 1,437 |  |  | 711 |  |  | 1,116 |  |  | 2 |
(1) Includes cash and cash equivalents of $1 million and $2 million within the PSNC Transaction and $39 million and $26 million within the Questar Gas Transaction at March 31, 2024 and December 31, 2023, respectively. Also includes regulatory assets of $68 million and $89 million within the PSNC Transaction and $53 million and $297 million within the Questar Gas Transaction at March 31, 2024 and December 31, 2023, respectively. In addition, includes cash and cash equivalents of $4 million and regulatory assets of $75 million within the East Ohio Transaction at December 31, 2023. (2) Includes goodwill of $673 million at both March 31, 2024 and December 31, 2023 within the PSNC Transaction and $642 million and $720 million at March 31, 2024 and December 31, 2023, respectively within the Questar Gas Transaction. Also includes regulatory assets of $83 million and $86 million within the PSNC Transaction and $(44) million and $(39) million within the Questar Gas Transaction at March 31, 2024 and December 31, 2023, respectively. In addition, includes goodwill of $1.5 billion and regulatory assets of $781 million within the East Ohio Transaction at December 31, 2023. (3) Includes regulatory liabilities of $42 million and $44 million within the PSNC Transaction and $56 million and $55 million within the Questar Gas Transaction at March 31, 2024 and December 31, 2023, respectively. In addition, includes regulatory liabilities of $54 million within the East Ohio Transaction at December 31, 2023. (4) Includes regulatory liabilities of $430 million and $435 million within the PSNC Transaction and $498 million and $502 million within the Questar Gas Transaction at March 31, 2024 and December 31, 2023, respectively. In addition includes regulatory liabilities of $711 million within the East Ohio Transaction at December 31, 2023. Capital expenditures and significant noncash items relating to the disposal groups included the following:
| Three Months Ended March 31, 2024 |  | Three Months Ended March 31, 2023 |
| East Ohio Transaction(1) |  | PSNC Transaction |  | Questar Gas Transaction |  | Other |  | East Ohio Transaction |  | PSNC Transaction |  | Questar Gas Transaction |  | Other |
(millions) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Capital expenditures | $ | 65 |  | $ | 82 |  | $ | 100 |  | $ | — |  | $ | 98 |  | $ | 44 |  | $ | 85 |  | $ | — |
Significant noncash items |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Depreciation, depletion and amortization |  | — |  |  | — |  |  | — |  |  | — |  |  | 35 |  |  | 22 |  |  | 44 |  |  | 1 |
Accrued capital expenditures |  |  |  | 55 |  |  | 20 |  |  | — |  |  | 30 |  |  | 22 |  |  | 18 |  |  | — |
(1) Represents amounts attributable to Dominion Energy prior to the closing of the East Ohio Transaction which closed on March 6, 2024.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//205-20/tableOfContent + Details
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