During 2020, 2019, and 2018, Dominion Energy recorded, net of fees and commissions, $481 million, $11.0 billion and $2.5 billion from the issuance of approximately 7 million, 157 million and 36 million shares of common stock, respectively, for acquisitions, settlements of stock purchase contracts and litigation and through various programs including Dominion Energy Direct^®, employee savings plans and an at-the-market program.

During 2019, Dominion Energy issued 95.6 million shares of common stock in connection with the acquisition of SCANA. At the time of issuance, these common stock shares were valued at $6.8 billion. See Note 3 for further information on the issuance of Dominion Energy common stock in connection with the SCANA Combination.

In January 2019, Dominion Energy and Dominion Energy Midstream closed on an agreement and plan of merger pursuant to which Dominion Energy acquired each outstanding common unit representing limited partner interests in Dominion Energy Midstream not already owned by Dominion Energy through the issuance of 22.5 million shares of common stock valued at $1.6 billion. Under the terms of the agreement and plan of merger, each publicly held outstanding common unit representing limited partner interests in Dominion Energy Midstream was converted into the right to receive 0.2492 shares of Dominion Energy common stock. Immediately prior to the closing, each Series A Preferred Unit representing limited partner interests in Dominion Energy Midstream was converted into common units representing limited partner interests in Dominion Energy Midstream in accordance with the terms of Dominion Energy Midstream’s partnership agreement. The merger was accounted for by Dominion Energy following the guidance for a change

in a parent company’s ownership interest in a consolidated subsidiary. Because Dominion Energy controls Dominion Energy Midstream both before and after the merger, the changes in Dominion Energy’s ownership interest in Dominion Energy Midstream were accounted for as an equity transaction and no gain or loss was recognized. In connection with the merger, Dominion Energy recognized $40 million of income taxes in equity primarily attributable to establishing additional regulatory liabilities related to excess deferred income taxes and changes in state income taxes.

In December 2019, Dominion Energy contributed 6.1 million shares of its common stock valued at $499 million to the qualified defined benefit pension plans. See Note 22 for further information regarding activity surrounding pension plan contributions.

Dominion Energy maintains Dominion Energy Direct^® and a number of employee savings plans through which contributions may be invested in Dominion Energy’s common stock. These shares may either be newly issued or purchased on the open market with proceeds contributed to these plans. In August 2020, Dominion Energy began purchasing its common stock on the open market for these direct stock purchase plans. During 2020, Dominion Energy received cash of $159 million from the issuance of 2.1 million of such shares through Dominion Energy Direct^® and employee savings plans. In January 2021, Dominion Energy began issuing new shares of common stock for these direct stock purchase plans.

In August 2019, Dominion Energy issued 18.5 million shares under the related stock purchase contracts entered into as part of Dominion Energy’s 2016 Equity Units and received proceeds of $1.4 billion. See Note 18 for further information surrounding these stock purchase contracts.

In September 2020, Dominion Energy issued 4.1 million shares of its common stock to satisfy its obligation under a settlement agreement for the Santee Cooper Ratepayer Case discussed in Note 23. These shares were immediately repurchased as discussed below.

In June 2017, Dominion Energy entered into sales agency agreements to effect sales under an at-the-market program. In January 2018, Dominion Energy issued 6.6 million shares and received cash proceeds of $495 million, net of fees and commissions paid of $5 million, which completed the program.

In February 2018, Dominion Energy entered into sales agency agreements to effect sales under an at-the-market program. In the fourth quarter of 2018, Dominion Energy issued 2.7 million shares and received cash proceeds of $197 million, net of fees and commissions paid of $2 million. In the first quarter of 2019, Dominion Energy issued 2.1 million shares and received cash proceeds of $154 million, net of fees and commissions paid of $2 million. In the fourth quarter of 2019, Dominion Energy issued 7.8 million shares and received cash proceeds of $639 million, net of fees and commissions paid of $6 million. Following these issuances, Dominion Energy had no remaining capacity under this program.

In March 2020, Dominion Energy entered into sales agency agreements to effect sales under a $500 million at-the-market common stock program. Dominion Energy did not issue any shares under this program which expired in June 2020.

In August 2020, Dominion Energy entered into sales agency agreements to effect sales under a new at-the-market program. Under the sales agency agreements, Dominion Energy may, from time to time, offer and sell shares of its common stock through the sales agents or enter into one or more forward sale agreements with respect to shares of its common stock. Sales by Dominion Energy through the sales agents or by forward sellers pursuant to a forward sale agreement cannot exceed $1.0 billion in the aggregate. Dominion Energy has not issued any shares or entered into any forward sale agreements under this new program.

In 2018, Dominion Energy entered into separate forward sale agreements with Goldman Sachs & Co. LLC and Credit Suisse Capital LLC, as forward purchasers, and an underwriting agreement with Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein, relating to an aggregate of 20 million shares of Dominion Energy

common stock. The underwriting agreement granted the underwriters a 30-day option to purchase up to an additional three million shares of Dominion Energy common stock, which the underwriters exercised with respect to approximately 2.1 million shares in April 2018. Dominion Energy entered into separate forward sale agreements with the forward purchasers with respect to the additional shares. In December 2018, Dominion Energy received proceeds of $1.4 billion (after deducting underwriting discounts, but before deducting expenses, and subject to forward price adjustments under the forward sale agreements) upon the physical settlement of 22.1 million shares.

During 2020, Dominion Energy repurchased 38.9 million shares of Dominion Energy common stock for $3.1 billion through an open market agreement, a private transaction and accelerated share repurchase agreements as discussed below.

In July 2020, in contemplation of Dominion Energy entering the July 2020 agreement to sell substantially all of its gas transmission and storage operations to BHE, the Board of Directors authorized the repurchase of up to $3.0 billion of Dominion Energy’s common stock and rescinded its prior repurchase authorization approved in February 2005 and modified in June 2007. Dominion Energy completed repurchases under this authorization in December 2020. In November 2020, the Board of Directors authorized the repurchase of up to $1.0 billion of Dominion Energy’s common stock in addition to the repurchase program authorized in July 2020. This repurchase program does not include a specific timetable 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.

In August 2020, Dominion Energy began repurchasing shares under an open market agreement with a financial institution. During the third quarter of 2020, Dominion Energy repurchased 7.2 million shares of Dominion Energy common stock for $562 million. During the fourth quarter of 2020, Dominion energy repurchased 3.7 million shares of Dominion Energy common stock for $295 million.

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

In September 2020, Dominion Energy entered into two prepaid accelerated share repurchase agreements with separate financial institutions as counterparties. Dominion Energy made payments totaling $1.5 billion to the counterparties in exchange for an aggregate of 17.2 million shares of Dominion Energy common stock, which represented approximately 90% of $1.5 billion worth of Dominion Energy shares based on the closing price of such shares on the date the agreements were executed. In November 2020, Dominion Energy received an additional 1.4 million shares upon completion of the respective purchase periods under the terms of the agreements. The number of additional shares delivered under each agreement was based on the average of the daily volume-weighted average stock prices of Dominion Energy’s common stock during the term of the applicable purchase period, less a discount. As a result, Dominion Energy recorded a reduction to common stock of $1.5 billion.

In December 2020, Dominion Energy entered into a new prepaid accelerated share repurchase agreement with one financial institution as the counterparty. Dominion Energy paid $400 million to the counterparty in exchange for an aggregate of 5.0 million shares of Dominion Energy common stock, which represented all $400 million worth of Dominion Energy shares based on the closing price of such shares on the date the agreement was executed. In December 2020, Dominion Energy received an additional 0.3 million shares upon completion of the purchase period under the terms of the agreement. The number of additional shares was based on the average of the daily volume-weighted average stock prices of Dominion Energy’s common stock during the term of the purchase period, less a discount. As a result, Dominion Energy recorded a reduction to common stock of $400 million.

In addition to the repurchases described above, Dominion Energy also repurchases shares tendered by employees to satisfy tax withholding obligations on vested restricted stock, which do not count against its stock repurchase authorization. Dominion Energy did not repurchase any shares in 2019 or 2018 except for shares tendered by employees to satisfy tax withholding obligations on vested restricted stock.

In 2020, 2019, and 2018, Virginia Power did not issue any shares of its common stock to Dominion Energy.

Noncontrolling Interests

GT&S Transaction Closing

In November 2020, as part of the GT&S Transaction, Dominion Energy sold a 25% controlling interest in Cove Point to BHE

resulting in Dominion Energy’s remaining 50% noncontrolling interest accounted for as an equity method investment prospectively. As a result, the $1.4 billion of noncontrolling interest related to the 25% interest in Cove Point held by Brookfield was reversed. See Notes 3 and 9 for further information on the GT&S Transaction and Dominion Energy’s equity method investment in Cove Point.

Sale of Interest in Cove Point

In December 2019, Dominion Energy completed the sale of its 25% noncontrolling limited partnership interest in Cove Point to Brookfield in exchange for cash consideration of $2.1 billion, subject to working capital adjustments. See Note 3 for further information on the sale of this interest.

In May 2018, all of the subordinated units of Dominion Energy Midstream held by Dominion Energy were converted into common units on a 1:1 ratio following the payment of Dominion Energy Midstream’s distribution for the first quarter of 2018. In June 2018, Dominion Energy, as general partner, exercised an incentive distribution right reset as defined in Dominion Energy Midstream’s partnership agreement and received 27 million common units representing limited partner interests in Dominion Energy Midstream. As a result of the increase in its ownership interest in Dominion Energy Midstream, Dominion Energy recorded a decrease in noncontrolling interest, and a corresponding increase in shareholders’ equity, of $375 million reflecting the change in the carrying value of the interest in the net assets of Dominion Energy Midstream held by others.

At December 31,	2020			2019
(millions)
Dominion Energy
Net deferred losses on derivatives-hedging activities, net of $141 and $135 tax	$	(419	)	$	(407	)
Net unrealized gains on nuclear decommissioning trust funds, net of $(21) and $(13) tax		62			37
Net unrecognized pension and other postretirement benefit costs, net of $478 and $492 tax		(1,359	)		(1,421	)
Other comprehensive loss from equity method investees, net of $— and $1 tax		(1	)		(2	)
Total AOCI	$	(1,717	)	$	(1,793	)
Virginia Power
Net deferred losses on derivatives-hedging activities, net of $21 and $11 tax	$	(60	)	$	(34	)
Net unrealized gains on nuclear decommissioning trust funds, net of $(3) and $(1) tax		8			5
Total AOCI	$	(52	)	$	(29	)

The following table presents Dominion Energy’s changes in AOCI by component, net of tax:

	Deferred gains and losses on derivatives-hedging activities			Unrealized gains and losses on investment securities			Unrecognized pension and other postretirement benefit costs			Other comprehensive loss from equity method investees			Total
(millions)
Year Ended December 31, 2020
Beginning balance	$	(407	)	$	37		$	(1,421	)	$	(2	)	$	(1,793	)
Other comprehensive income before reclassifications: gains (losses)		(239	)		43			25			1			(170	)
Amounts reclassified from AOCI: (gains) losses⁽¹⁾		227			(18	)		37			—			246
Net current period other comprehensive income (loss)		(12	)		25			62			1			76
Ending balance	$	(419	)	$	62		$	(1,359	)	$	(1	)	$	(1,717	)
Year Ended December 31, 2019
Beginning balance	$	(235	)	$	2		$	(1,465	)	$	(2	)	$	(1,700	)
Other comprehensive income before reclassifications: gains (losses)		(110	)		39			(22	)		—			(93	)
Amounts reclassified from AOCI: (gains) losses⁽¹⁾		(62	)		(4	)		66			—			—
Net current period other comprehensive income (loss)		(172	)		35			44			—			(93	)
Ending balance	$	(407	)	$	37		$	(1,421	)	$	(2	)	$	(1,793	)

The following table presents Dominion Energy’s reclassifications out of AOCI by component:

Details about AOCI components	Amounts reclassified from AOCI			Affected line item in the Consolidated Statements of Income
(millions)
Year Ended December 31, 2020
Deferred (gains) and losses on derivatives-hedging activities:
Commodity contracts	$	(25	)	Operating revenue
		4		Purchased gas
		(2	)	Discontinued operations
Interest rate contracts		83		Interest and related charges
		236		Discontinued operations
Foreign currency contracts		6		Discontinued operations
Total		302
Tax		(75	)	Income tax expense
Total, net of tax	$	227
Unrealized (gains) and losses on investment securities:
Realized (gain) loss on sale of securities	$	(24	)	Other income
Total		(24	)
Tax		6		Income tax expense
Total, net of tax	$	(18	)
Unrecognized pension and other postretirement benefit costs:
Amortization of prior-service costs (credits)	$	(84	)	Other income
Amortization of actuarial losses		134		Other income
Total		50
Tax		(13	)	Income tax expense
Total, net of tax	$	37
Year Ended December 31, 2019
Deferred (gains) and losses on derivatives-hedging activities:
Commodity contracts	$	(142	)	Operating revenue
		3		Purchased gas
		(4	)	Discontinued operations
Interest rate contracts		49		Interest and related charges
		5		Discontinued operations
Foreign currency contracts		6		Discontinued operations
Total		(83	)
Tax		21		Income tax expense
Total, net of tax	$	(62	)
Unrealized (gains) and losses on investment securities:
Realized (gain) loss on sale of securities	$	(5	)	Other income
Total		(5	)
Tax		1		Income tax expense
Total, net of tax	$	(4	)
Unrecognized pension and other postretirement benefit costs:
Prior-service costs (credits)	$	(24	)	Other income
Actuarial losses		113		Other income
Total		89
Tax		(23	)	Income tax expense
Total, net of tax	$	66

The following table presents Virginia Power’s changes in AOCI by component, net of tax:

	Deferred gains and losses on derivatives-hedging activities			Unrealized gains and losses on investment securities			Total
(millions)
Year Ended December 31, 2020
Beginning balance	$	(34	)	$	5		$	(29	)
Other comprehensive income before reclassifications: gains (losses)		(28	)		6			(22	)
Amounts reclassified from AOCI: (gains) losses⁽¹⁾		2			(3	)		(1	)
Net current period other comprehensive income (loss)		(26	)		3			(23	)
Ending balance	$	(60	)	$	8		$	(52	)
Year Ended December 31, 2019
Beginning balance	$	(13	)	$	1		$	(12	)
Other comprehensive income before reclassifications: gains (losses)		(22	)		5			(17	)
Amounts reclassified from AOCI: gains (losses)⁽¹⁾		1			(1	)		—
Net current period other comprehensive income (loss)		(21	)		4			(17	)
Ending balance	$	(34	)	$	5		$	(29	)

The following table presents Virginia Power’s reclassifications out of AOCI by component:

Details about AOCI components	Amounts reclassified from AOCI			Affected line item in the Consolidated Statements of Income
(millions)
Year Ended December 31, 2020
(Gains) losses on cash flow hedges:
Interest rate contracts	$	2		Interest and related charges
Total		2
Tax		—		Income tax expense
Total, net of tax	$	2
Unrealized (gains) and losses on investment securities:
Realized (gain) loss on sale of securities	$	(4	)	Other income
Total		(4	)
Tax		1		Income tax expense
Total, net of tax	$	(3	)
Year Ended December 31, 2019
(Gains) losses on cash flow hedges:
Interest rate contracts	$	1		Interest and related charges
Total		1
Tax		—		Income tax expense
Total, net of tax	$	1
Unrealized (gains) and losses on investment securities:
Realized (gain) loss on sale of securities	$	(2	)	Other income
Total		(2	)
Tax		1		Income tax expense
Total, net of tax	$	(1	)

The 2014 Incentive Compensation Plan permits stock-based awards that include restricted stock, performance grants, goal-based stock, stock options and stock appreciation rights. The Non-Employee Directors Compensation Plan permits grants of restricted stock and stock options. Under provisions of these plans, employees and non-employee directors may be granted options to purchase common stock at a price not less than its fair market value at the date of grant with a maximum term of eight years. Option terms are

set at the discretion of the CGN Committee of the Board of Directors or the Board of Directors itself, as provided under each plan. No options are outstanding under either plan. At December 31, 2020, approximately 20 million shares were available for future grants under these plans.

Goal-based stock awards are granted in lieu of cash-based performance grants to certain officers who have not achieved a certain targeted level of share ownership. As of December 31, 2020, unrecognized compensation cost related to nonvested goal-based stock awards was immaterial.

Dominion Energy measures and recognizes compensation expense relating to share-based payment transactions over the vesting period based on the fair value of the equity or liability instruments issued. Dominion Energy’s results for the years ended December 31, 2020, 2019, and 2018 include $64 million, $46 million and $48 million, respectively, of compensation costs and $16 million, $11 million and $12 million, respectively of income tax benefits related to Dominion Energy’s stock-based compensation arrangements. Stock-based compensation cost is reported in other operations and maintenance expense in Dominion Energy’s Consolidated Statements of Income. Excess Tax Benefits are classified as a financing cash flow.

Restricted stock grants are made to officers under Dominion Energy’s LTIP and may also be granted to certain key non-officer employees. The fair value of Dominion Energy’s restricted stock awards is equal to the closing price of Dominion Energy’s stock on the date of grant. New shares are issued for restricted stock awards on the date of grant and generally vest over a three-year service period. The following table provides a summary of restricted stock activity for the years ended December 31, 2020, 2019, and 2018:

	Shares			Weighted - average Grant Date Fair Value
	(thousands)
Nonvested at December 31, 2017		1,043		$	73.32
Granted		534			72.92
Vested		(316	)		73.59
Cancelled and forfeited		(53	)		74.25
Nonvested at December 31, 2018		1,208		$	73.03
Granted		614			76.49
Vested		(324	)		71.75
Cancelled and forfeited		(96	)		77.16
Nonvested at December 31, 2019		1,402		$	74.77
Granted		531			81.74
Vested		(424	)		74.39
Cancelled and forfeited		(99	)		81.59
Nonvested at December 31, 2020		1,410		$	77.41

As of December 31, 2020, unrecognized compensation cost related to nonvested restricted stock awards totaled $61 million and is expected to be recognized over a weighted-average period of 2.0 years. The fair value of restricted stock awards that vested was $35 million, $23 million and $23 million in 2020, 2019, and 2018, respectively. Employees may elect to have shares of restricted stock withheld upon vesting to satisfy tax withholding obligations. The number of shares withheld will vary for each employee depending on the vesting date fair market value of Dominion Energy stock and the applicable federal, state and local tax withholding rates.

Cash-based performance grants are made to Dominion Energy’s officers under Dominion Energy’s LTIP. The actual payout of cash-based performance grants will vary between zero and 200% of the targeted amount based on the level of performance metrics achieved.

In February 2018, a cash-based performance grant was made to officers. Payout of the performance grant occurred in January 2021 based on the achievement of two performance metrics during 2018, 2019 and 2020: TSR relative to that of companies that are members of Dominion Energy’s compensation peer group and ROIC with an additional payout based on Dominion Energy’s price-earnings ratio relative to that of the members of Dominion Energy’s peer compensation group. The total of the payout under the grant was $15 million, all of which was accrued at December 31, 2020.

In February 2019, a cash-based performance grant was made to officers. Payout of the performance grant is expected to occur by March 15, 2022 based on the achievement of two performance metrics during 2019, 2020 and 2021: TSR relative to that of companies that are members of Dominion Energy’s compensation peer group and ROIC. There are additional opportunities to earn a portion of the award based on Dominion Energy’s absolute TSR or relative price-earnings ratio performance. At December 31, 2020, the targeted amount of the three-year grant was $15 million and a liability of $14 million had been accrued for this award.

In February 2020, a cash-based performance grant was made to officers. Payout of the performance grant is expected to occur by March 15, 2023 based on the achievement of two performance metrics during 2020, 2021 and 2022: TSR relative to that of companies that are members of Dominion Energy’s compensation peer group and ROIC. There are additional opportunities to earn a portion of the award based on Dominion Energy’s absolute TSR or relative price-earnings ratio performance. At December 31, 2020, the targeted amount of the three-year grant was $16 million and a liability of $8 million had been accrued for this award.