Bond Dominion Power 4.65% ( US25746UDD81 ) in USD

Dominion Power

100 % ▲

United States

US25746UDD81 ( in USD )

4.65% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond Dominion Energy US25746UDD81 en USD 4.65%, maturity Perpetual

1 000 USD

800 000 000 USD

25746UDD8

BBB- ( Lower medium grade - Investment-grade )

N/A

15/12/2025 ( In 125 days )

Dominion Energy is a Fortune 500 energy company serving approximately 7 million customers in 16 states, primarily focusing on natural gas and electric power generation, transmission, and distribution.

The Bond issued by Dominion Power ( United States ) , in USD, with the ISIN code US25746UDD81, pays a coupon of 4.65% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual
The Bond issued by Dominion Power ( United States ) , in USD, with the ISIN code US25746UDD81, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2
424B2 1 d800919d424b2.htm 424B2
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-219088
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities
Maximum Aggregate
Amount of
to be Registered

Offering Price
Registration Fee(1)(2)
Preferred Stock

$800,000,000

$103,840

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
(2)
This "Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in the Company's Registration
Statement on Form S-3 (File No. 333-219088) in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated June 30, 2017)
$800,000,000

800,000 Shares of 4.65% Series B Fixed-Rate Reset Cumulative
Redeemable
Perpetual Preferred Stock
(Liquidation Preference of $1,000 Per Share)
Dominion Energy, Inc. is offering 800,000 shares of 4.65% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, without par value, with a $1,000 liquidation preference
per share (the "Series B Preferred Stock").
Dividends on the Series B Preferred Stock, when, as and if declared by our board of directors (the "Board"), will be payable on the liquidation preference amount, on a cumulative basis, semi-
annually in arrears on the 15th day of June and December of each year, commencing on June 15, 2020. Dividends on the Series B Preferred Stock will accumulate daily and be cumulative from,
and including, the date of original issuance of the Series B Preferred Stock.
The initial dividend rate for the Series B Preferred Stock will be 4.65% per annum from and including the date of original issuance to, but excluding, December 15, 2024 (the "First Call Date").
On and after the First Call Date, the dividend rate on the Series B Preferred Stock for each Reset Period (as defined herein) will be equal to the Five-year U.S. Treasury Rate as of the most recent
Reset Dividend Determination Date plus a spread of 2.993%.
The shares of Series B Preferred Stock are perpetual and have no maturity date. We may, at our option, redeem the Series B Preferred Stock:

·
in whole or in part, from time to time, on the First Call Date or on any fifth anniversary of the First Call Date (each, a "Reset Date") at a redemption price in cash equal to $1,000

per share; or

·
in whole but not in part, at any time within 120 days after the conclusion of any review or appeal process instituted by us following the occurrence of a "Ratings Event" (as defined

herein), at a redemption price in cash equal to $1,020 per share (102% of the liquidation preference of $1,000 per share),
plus, in each case, all accumulated and unpaid dividends (whether or not declared) to, but excluding, such redemption date. See "Description of the Series B Preferred Stock--Optional
Redemption."
The Series B Preferred Stock will not have voting rights, except as set forth under "Description of the Series B Preferred Stock--Voting Rights."
The Series B Preferred Stock is a new issue of securities with no established trading market. We do not intend to apply for the listing or trading of the Series B Preferred Stock on any securities
exchange or trading facility or for inclusion of the Series B Preferred Stock in any automated dealer quotation system.
Investing in the Series B Preferred Stock involves risks. See "Risk Factors" beginning on page S-15 of this prospectus supplement.

Per Share
Total

Price to the Public(1)

$
1000.00
$
800,000,000
Underwriting Discount

$
10.00
$
8,000,000
Proceeds to Dominion Energy, Inc. Before Expenses

$
990.00
$
792,000,000

(1)
The price to the public does not include accumulated dividends. Dividends will accumulate from the date of original issuance, which is expected to be December 13, 2019.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus
supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
We expect the Series B Preferred Stock to be ready for delivery only in book-entry form through the facilities of The Depository Trust Company for the accounts of its participants, including
Clearstream Banking, S.A. and Euroclear Bank SA/NV, on or about December 13, 2019.

Joint Book-Running Managers

https://www.sec.gov/Archives/edgar/data/715957/000119312519305049/d800919d424b2.htm[12/3/2019 2:43:25 PM]

424B2
BofA Securities

Credit Suisse

J.P. Morgan
Morgan Stanley

SunTrust Robinson Humphrey

The date of this prospectus supplement is December 2, 2019.
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of this offering of Series B Preferred
Stock and certain other matters relating to us and our financial condition. The second part, the accompanying base prospectus, gives more general
information about us and the securities we may offer from time to time, some of which does not apply to this offering of Series B Preferred Stock.
Generally, when we refer to the prospectus, we are referring to both parts of this document combined. To the extent the information in the prospectus
supplement differs from the information in the accompanying base prospectus, you should only rely on the information in the prospectus supplement.
You should rely only on the information contained in this document or to which this document refers you, or in other offering materials filed by us
with the Securities and Exchange Commission (the "SEC"). We have not authorized anyone, and we have not authorized the underwriters to authorize
anyone, to provide you with different information. We take no responsibility for, and can provide no assurance as to the reliability of, any different or
inconsistent information. This document may only be used where it is legal to sell these securities.
It is important for you to read and consider all of the information contained in, or incorporated by reference into, this prospectus
supplement and the accompanying base prospectus in making your investment decision. You should not assume that the information contained or
incorporated by reference in this prospectus supplement or in the accompanying base prospectus is accurate as of any date other than the date of
the relevant document. Our business, financial condition, results of operations and prospects may have changed since the date of such
information.
We include cross-references in this prospectus supplement and the accompanying base prospectus to captions in those documents where you can find
additional related discussions.
You should not consider any information in this prospectus supplement or the accompanying base prospectus to be investment, legal or tax advice.
You should consult your own counsel, accountant and other advisors for legal, tax, business, financial and related advice regarding the purchase of shares
of Series B Preferred Stock. We are not making any representation to you regarding the legality of an investment in shares of Series B Preferred Stock by
you under applicable investment or similar laws.
Unless we have indicated otherwise, or the context otherwise requires, references in this prospectus supplement to "Dominion Energy," "we," "us,"
"our" and the "Company" are to Dominion Energy, Inc., a Virginia corporation, and any successor obligor, and not to any of its subsidiaries.

S-2
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
About this Prospectus Supplement
S-2
Where You Can Find More Information
S-4
Forward-Looking Information
S-4
Prospectus Supplement Summary
S-7
Risk Factors
S-15
Use of Proceeds
S-19
Capitalization
S-20
Description of Our Capital Stock
S-21
Description of the Series B Preferred Stock
S-22
Material U.S. Federal Income Tax Considerations
S-32
Certain Benefit Plan Investor Considerations
S-37
Book-Entry System
S-40
Underwriting (Conflicts of Interest)
S-44
Legal Matters
S-50
Experts
S-50
https://www.sec.gov/Archives/edgar/data/715957/000119312519305049/d800919d424b2.htm[12/3/2019 2:43:25 PM]

424B2
Base Prospectus

Page
About This Prospectus

2
Where You Can Find More Information

2
Safe Harbor and Cautionary Statements

3
Dominion Energy

3
Risk Factors

4
Use of Proceeds

4
Description of Debt Securities

4
Additional Terms of the Senior Debt Securities

13
Additional Terms of the Junior Subordinated Debentures

15
Additional Terms of the Junior Subordinated Notes

16
Description of Capital Stock

16
Virginia Stock Corporation Act and the Articles and the Bylaws

18
Description of Stock Purchase Contracts and Stock Purchase Units

20
Plan of Distribution

21
Legal Matters

22
Experts

23

S-3
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our file number with the SEC is 001-08489. Our
SEC filings are available to the public over the Internet at the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is an important part of this prospectus supplement and information that we
file later with the SEC will automatically update or supersede this information. We make some of our filings with the SEC on a combined basis with two of
our subsidiaries, Virginia Electric and Power Company ("Virginia Power") and Dominion Energy Gas Holdings, LLC ("Dominion Energy Gas"). Our
combined filings with the SEC represent separate filings by each of Virginia Power, Dominion Energy Gas and us. We incorporate by reference the
documents listed below (other than any portions of the documents not deemed to be filed) and any future filings made with the SEC under Sections 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except those portions of filings that relate to Virginia Power
or Dominion Energy Gas as a separate registrant, until such time as all of the securities covered by this prospectus supplement have been sold:

·
Annual Report on Form 10-K for the year ended December 31, 2018 ;

·
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019;

·
Current Reports on Form 8-K, or amendments thereto, filed January 2, 2019, January 30, 2019, February 15, 2019, March 13, 2019, March
26, 2019, May 7, 2019, May 10, 2019, June 14, 2019, June 27, 2019, August 27, 2019, October 2, 2019, November 1, 2019, November 18,

2019 (with recast financial statements for the year ended December 31, 2018), November 18, 2019 (with recast financial statements for the
quarter ended March 31, 2019), November 18, 2019 (with recast financial statements for the quarter ended June 30, 2019) and November 18,
2019 (with recast financial statements for the quarter ended September 30, 2019); and

·
the description of our capital stock contained in Amendment No. 4 to out Current Report on Form 8-K, filed November 1, 2019.
You may request a copy of these filings, at no cost, by writing or telephoning us at:
Corporate Secretary, Dominion Energy, Inc., 120 Tredegar Street, Richmond, Virginia 23219, Telephone (804) 819-2000.
FORWARD-LOOKING INFORMATION
We have included certain information in this prospectus supplement or other offering materials which is "forward-looking information" as defined by
the Private Securities Litigation Reform Act of 1995. Examples include discussions as to our expectations, beliefs, plans, goals, objectives and future
financial or other performance or assumptions concerning matters discussed in this prospectus. This information, by its nature, involves estimates,
projections, forecasts and uncertainties that could cause actual results or outcomes to differ substantially from those expressed in the forward-looking
statement.
The businesses that we and our subsidiaries conduct are influenced by many factors that are difficult to predict, involve uncertainties that may
materially affect actual results and are often beyond our ability to control. We have identified a number of these factors in our annual and quarterly reports
as described under the heading "Risk Factors" and we refer you to that discussion for further information. These factors include but are not limited to:

https://www.sec.gov/Archives/edgar/data/715957/000119312519305049/d800919d424b2.htm[12/3/2019 2:43:25 PM]

424B2

·
Unusual weather conditions and their effect on energy sales to customers and energy commodity prices;

S-4
Table of Contents
·
Extreme weather events and other natural disasters, including, but not limited to, hurricanes, high winds, severe storms, earthquakes,

flooding and changes in water temperatures and availability that can cause outages and property damage to facilities;

·
Federal, state and local legislative and regulatory developments, including changes in federal and state tax laws and regulations;

·
Risks of operating businesses in regulated industries that are subject to changing regulatory structures;

·
Changes to regulated electric rates we collect and regulated gas distribution, transportation and storage rates, including liquefied natural gas

storage, that we collect;

·
Changes in rules for regional transmission organizations and independent system operators in which we participate, including changes in rate

designs, changes in the Federal Energy Regulatory Commission's ("FERC") interpretation of market rules and new and evolving capacity
models;

·
Risks associated with Virginia Power's membership and participation in PJM Interconnection, L.L.C., including risks related to obligations

created by the default of other participants;

·
Timing and receipt of regulatory approvals necessary for planned construction or growth projects and compliance with conditions associated

with such regulatory approvals;

·
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;

·
Changes to federal, state and local environmental laws and regulations, including those related to climate change, the tightening of emission

or discharge limits for greenhouse gasses and other substances, more extensive permitting requirements and the regulation of additional
substances;

·
Cost of environmental compliance, including those costs related to climate change;

·
Changes in implementation and enforcement practices of regulators relating to environmental standards and litigation exposure for remedial

activities;

·
Difficulty in anticipating mitigation requirements associated with environmental and other regulatory approvals or related appeals;

·
Unplanned outages at facilities in which we have an ownership interest;

·
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;

·
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;

·
Changes in operating, maintenance and construction costs;

·
Domestic terrorism and other threats to our physical and intangible assets, as well as threats to cybersecurity;

·
Additional competition in industries in which we operate, including in electric markets in which our merchant 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;

·
Competition in the development, construction and ownership of certain electric transmission facilitiesin our service territory in connection

with FERC Order 1000;

·
Changes in technology, particularly with respect to new, developing or alternative sources of generation and smart grid technologies;

S-5
Table of Contents
·
Changes in demand for our services, including industrial, commercial and residential growth or decline in our service areas, changes in
supplies of natural gas delivered to our pipeline and processing systems, 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;

·
Receipt of approvals for, and timing of, closing dates for acquisitions and divestitures;

https://www.sec.gov/Archives/edgar/data/715957/000119312519305049/d800919d424b2.htm[12/3/2019 2:43:25 PM]

424B2
·
Impacts of acquisitions, including the recently completed acquisition of SCANA Corporation ("SCANA"), divestitures, transfers of assets to

joint ventures and retirements of assets based on asset portfolio reviews;

·
Adverse outcomes in litigation matters or regulatory proceedings, including matters acquired in the recently completed acquisition of

SCANA;

·
Counterparty credit and performance risk;

·
Fluctuations in the value of investments we hold in nuclear decommissioning trusts and in benefit plan trusts;

·
Fluctuations in energy-related commodity prices and the effect these could have on our earnings and liquidity position and the underlying

value of our assets;

·
Fluctuations in interest rates or foreign currency exchange rates;

·
Changes in rating agency requirements or credit ratings and their effect on availability and cost of capital;

·
Global capital market conditions, including the availability of credit and the ability to obtain financing on reasonable terms;

·
Political and economic conditions, including inflation and deflation;

·
Employee workforce factors including collective bargaining agreements and labor negotiations with union employees; and

·
Changes in financial or regulatory accounting principles or policies imposed by governing bodies.
Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking
statement to reflect events or circumstances after the date on which it is made.

S-6
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
The following summary contains basic information about this offering. It may not contain all the information that is important to you. The
"Description of the Series B Preferred Stock" section of this prospectus supplement contains more detailed information regarding the terms and
conditions of the Series B Preferred Stock. The following summary is qualified in its entirety by reference to the more detailed information appearing
elsewhere in this prospectus supplement and in the accompanying base prospectus. You should also review the "Risk Factors" section of this
prospectus supplement to determine whether an investment in the Series B Preferred Stock is appropriate for you.
DOMINION ENERGY
Dominion Energy, headquartered in Richmond, Virginia and incorporated in Virginia in 1983, is one of the nation's largest producers and
transporters of energy, with a portfolio of approximately 32,000 megawatts of electric generation, 10,200 miles of electric transmission lines, 84,800
miles of electric distribution lines, 15,900 miles of natural gas gathering, storage and transmission pipelines and 92,900 miles of gas distribution
pipeline, exclusive of service lines. We operate one of the nation's largest natural gas storage systems with approximately 1 trillion cubic feet of
storage capacity and serve nearly 7.5 million utility and retail energy customers.
We are focused on expanding our investment in regulated and long-term contracted electric generation, transmission and distribution and
regulated natural gas transmission and distribution infrastructure. Our nonregulated operations include merchant generation, energy marketing and
price risk management activities and natural gas retail energy marketing operations. Our operations are conducted through various subsidiaries,
including (i) Virginia Power, a regulated public utility that generates, transmits and distributes electricity for sale in Virginia and northeastern North
Carolina, (ii) Dominion Energy Gas, a holding company for certain of our regulated natural gas operating subsidiaries, which conduct business
activities through a regulated interstate natural gas transmission pipeline and underground storage system in the Northeast, mid-Atlantic and Midwest
states and a liquefied natural gas import and export operation in Maryland, (iii) Dominion Energy Questar Corporation ("Dominion Energy Questar"),
a holding company for our primarily regulated natural gas businesses located in the Rocky Mountain region, including retail natural gas distribution in
Utah, Wyoming and Idaho and related natural gas development and production, and (iv) SCANA, a holding company for regulated businesses
primarily engaged in the generation, transmission and distribution of electricity in the central, southern and southwestern portions of South Carolina
and in the distribution of natural gas in North Carolina and South Carolina, as well as a business marketing natural gas to retail customers in the
southeast U.S.
Our address and telephone number are: 120 Tredegar Street, Richmond, Virginia 23219, Telephone (804) 819-2000.

S-7
https://www.sec.gov/Archives/edgar/data/715957/000119312519305049/d800919d424b2.htm[12/3/2019 2:43:25 PM]

424B2
Table of Contents
The Offering

Issuer
Dominion Energy, Inc.

Securities Offered
800,000 shares of 4.65% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual
Preferred Stock, without par value, with a $1,000 liquidation preference per share.

Further Issuances
We may, at any time and from time to time, without notice to, or the consent of, holders of
the Series B Preferred Stock, elect to issue additional shares of the Series B Preferred Stock,
and all such additional shares would be deemed to form a single series with the Series B
Preferred Stock offered hereby.

Dividends
Dividends on the Series B Preferred Stock, when, as and if declared by the Board, will be
payable on the $1,000 liquidation preference per share, on a cumulative basis, semi-annually
in arrears on the 15th day of June and December of each year, commencing on June 15,
2020. Dividend payment dates are subject to adjustment for business days. Dividends on the
Series B Preferred Stock will accumulate daily and be cumulative from, and including, the
date of original issuance of the Series B Preferred Stock or the most recent dividend payment
date through which dividends have been paid.
The amount of the dividend per share of Series B Preferred Stock will be calculated for each
dividend period (or portion thereof) on the basis of a 360-day year consisting of twelve
30-day months.

Dividends on the Series B Preferred Stock will be cumulative (i) whether or not we have
earnings, (ii) whether or not the payment of such dividends is then permitted under Virginia
law, (iii) whether or not such dividends are authorized or declared and (iv) whether or not any
agreements we are party to prohibit the current payment of dividends, including any
agreement relating to our indebtedness. Accordingly, if the Board does not declare a dividend
on the Series B Preferred Stock payable in respect of any dividend period before the related

dividend payment date, such dividend shall accumulate and an amount equal to such
accumulated dividend shall become payable out of funds legally available therefor upon the
liquidation, dissolution or winding-up of our affairs (or earlier redemption of such shares of
Series B Preferred Stock), to the extent not paid prior to such liquidation, dissolution or
winding-up or earlier redemption, as the case may be. No interest, or sum of money in lieu of
interest, will be payable on any dividend payment that may be in arrears on the Series B
Preferred Stock.

S-8
Table of Contents
Dividend Rate
The initial dividend rate for the Series B Preferred Stock from and including the date of
original issuance to, but excluding, December 15, 2024 (the "First Call Date") will be 4.65%
per annum of the $1,000 liquidation preference per share. On and after the First Call Date, the
dividend rate on the Series B Preferred Stock for each Reset Period (as defined herein) will
be equal to the Five-year U.S. Treasury Rate as of the most recent Reset Dividend
Determination Date (as defined herein) plus a spread of 2.993%.

"Five-year U.S. Treasury Rate" means, as of any Reset Dividend Determination Date, as
applicable, (i) an interest rate (expressed as a decimal) determined to be the per annum rate
equal to the arithmetic mean, for the immediately preceding week, of the daily yields to
maturity for U.S. Treasury securities with a maturity of five years from the next Reset Date
(as defined herein) and trading in the public securities markets or (ii) if the H.15(519) is not
published during the week preceding the Reset Dividend Determination Date, or does not
https://www.sec.gov/Archives/edgar/data/715957/000119312519305049/d800919d424b2.htm[12/3/2019 2:43:25 PM]

424B2
contain such yields, then the rate will be determined by interpolation between the arithmetic
mean, for the immediately preceding week, of the daily yields to maturity for each of the two
series of U.S. Treasury securities trading in the public securities markets, (A) one maturing

as close as possible to, but earlier than, the Reset Date following the next succeeding Reset
Dividend Determination Date, and (B) the other maturity as close as possible to, but later
than, the Reset Date following the next succeeding Reset Dividend Determination Date, in
each case as published in the most recent H.15(519) under the caption "Treasury Constant
Maturities" as the yield on actively traded U.S. Treasury securities adjusted to constant
maturity. If the Five-year U.S. Treasury Rate cannot be determined pursuant to the methods
described in clauses (i) or (ii) above, then the Five-year U.S. Treasury Rate will be the same
interest rate determined for the immediately preceding Reset Dividend Determination Date,
or if this sentence is applicable with respect to the first Reset Dividend Determination Date,
1.657%.

"H.15(519)" means the statistical release designated as such, or any successor publication,

published by the Board of Governors of the U.S. Federal Reserve System.

"Most recent H.15(519)" means the H.15(519) published closest in time but prior to the close

of business on the second business day prior to the applicable Reset Date.

"Reset Date" means the First Call Date and each date falling on the fifth anniversary of the

preceding Reset Date.

"Reset Dividend Determination Date" means, in respect of any Reset Period, the day falling

two business days prior to the beginning of such Reset Period.

"Reset Period" means the period from and including the First Call Date to, but excluding, the

next following Reset Date and thereafter each period from and including each Reset Date to,
but excluding, the next following Reset Date.

S-9
Table of Contents

We will give notice of the relevant Five-year U.S. Treasury Rate as soon as practicable to
the Transfer Agent (as defined herein) and the holders of the Series B Preferred Stock.

The applicable dividend rate for each Reset Period will be determined by a calculation agent,
as of the applicable Reset Dividend Determination Date. Promptly upon such determination,
the calculation agent will notify us of the dividend rate for the Reset Period. The calculation

agent's determination of any dividend rate, and its calculation of the amount of dividends for
any dividend period beginning on or after the First Call Date will be on file at our principal
offices, will be made available to any holder of the Series B Preferred Stock upon request
and will be final and binding in the absence of manifest error.

Restrictions on Dividends
We will not declare or pay, or set aside for payment, full dividends on the Series B Preferred
Stock or any Parity Stock (as defined herein) for any dividend period unless the full
cumulative dividends have been declared and paid (or declared and a sum sufficient for the
payment thereof has been set aside) on the Series B Preferred Stock and any such Parity
Stock through the most recently completed dividend period for each such security. When
dividends are not paid (or declared and a sum sufficient for payment thereof set aside) in full
on the Series B Preferred Stock or any Parity Stock having the same restrictions on the
declaration and payment of dividends as the Series B Preferred Stock, all dividends declared
for such dividend period with respect to the Series B Preferred Stock and such Parity Stock
shall be declared on a pro rata basis. Any portion of such dividends not declared and paid (or
declared and a sum sufficient for payment thereof set aside) that are payable upon the
Series B Preferred Stock and such Parity Stock in respect of such dividend period on such
dividend payment date shall accumulate, and an amount equal to such undeclared portion of
such dividends shall become payable out of funds legally available for the payment of
https://www.sec.gov/Archives/edgar/data/715957/000119312519305049/d800919d424b2.htm[12/3/2019 2:43:25 PM]

424B2
dividends upon liquidation, dissolution or winding-up (or earlier redemption of such shares
of Series B Preferred Stock and such Parity Stock), to the extent not paid prior to such
liquidation, dissolution or winding-up or earlier redemption. See "Description of the Series B
Preferred Stock--Dividends."

During any dividend period, so long as any Series B Preferred Stock remains outstanding,
unless the full cumulative dividends have been declared and paid (or declared and a sum
sufficient for the payment thereof has been set aside) on the Series B Preferred Stock and any

Parity Stock through the most recently completed dividend period, we will not: (i) declare or
pay dividends on our common stock or any other Junior Stock (as defined herein), other than
a dividend payable solely in Junior Stock, or (ii) redeem, repurchase or otherwise acquire for
consideration, directly or indirectly, any Junior Stock, including

S-10
Table of Contents
our common stock, subject, in each case, to certain exceptions. See "Description of the Series

B Preferred Stock--Dividends."

The Series B Preferred Stock will rank junior as to payment of dividends to any class or
series of our Senior Stock (as defined herein) that we may issue in the future. If at any time
we have failed to pay, on the applicable payment date, accumulated dividends on any class or
series of Senior Stock, we may not pay any dividends on the outstanding Series B Preferred

Stock or redeem or otherwise repurchase any shares of Series B Preferred Stock until we
have paid or set aside for payment the full amount of the unpaid dividends on the Senior
Stock that must, under the terms of such securities, be paid before we may pay dividends on,
or redeem or repurchase, the Series B Preferred Stock.

No dividends on the Series B Preferred Stock shall be declared and paid (or declared and a
sum sufficient for the payment thereof set aside) at such time as the terms and provisions of
any agreement of ours, including any agreement relating to our indebtedness, prohibits such
declaration and payment (or declaration and setting aside a sum sufficient for the payment
thereof) under any such agreement or if the declaration and payment (or the declaration and

setting aside a sum sufficient for the payment thereof) would constitute a breach of or default
under any such agreement or be restricted or prohibited by law. See "Risk Factors--
Agreements to which we are or may become a party, including the purchase contract and
pledge agreement relating to our 2019 Series A Equity Units, may restrict our ability to pay
dividends on the Series B Preferred Stock."

Payment of dividends on the Series B Preferred Stock is subject to certain other restrictions

described under "Description of the Series B Preferred Stock--Dividends."

Optional Redemption
We may, at our option, redeem the Series B Preferred Stock:

·
in whole or in part, from time to time, on the First Call Date or on any subsequent

Reset Date at a redemption price in cash equal to $1,000 per share; or

·
in whole but not in part, at any time within 120 days after the conclusion of any
review or appeal process instituted by us following the occurrence of a Ratings

Event (as defined herein), at a redemption price in cash equal to $1,020 per share
(102% of the liquidation preference of $1,000 per share),

plus, in each case, all accumulated and unpaid dividends (whether or not declared) to, but

excluding, such redemption date.

"Ratings Event" means that any nationally recognized statistical rating organization as

defined in Section 3(a)(62) of the Exchange Act, or in any successor provision thereto, that
then publishes a rating for us (a "rating agency") amends, clarifies or changes the criteria it
https://www.sec.gov/Archives/edgar/data/715957/000119312519305049/d800919d424b2.htm[12/3/2019 2:43:25 PM]

424B2

S-11
Table of Contents
uses to assign equity credit to securities such as the Series B Preferred Stock, which

amendment, clarification or change results in:

·
the shortening of the length of time the Series B Preferred Stock is assigned a
particular level of equity credit by that rating agency as compared to the length of

time they would have been assigned that level of equity credit by that rating agency
or its predecessor on the initial issuance of the Series B Preferred Stock; or

·
the lowering of the equity credit (including up to a lesser amount) assigned to the
Series B Preferred Stock by that rating agency as compared to the equity credit

assigned by that rating agency or its predecessor on the initial issuance of the
Series B Preferred Stock.

The Series B Preferred Stock will not be subject to any sinking fund or other obligation of

ours to redeem, repurchase or retire the Series B Preferred Stock. See "Description of the
Series B Preferred Stock--Optional Redemption."

Ranking
The Series B Preferred Stock will rank, with respect to anticipated dividends (whether
cumulative or non-cumulative) and distributions upon the liquidation, winding-up and
dissolution of our affairs:

·
senior to our common stock and to each other class or series of our capital stock
which does not expressly provide that such stock ranks senior to or on parity with

the Series B Preferred Stock as to the payment of dividends or amounts payable on a
liquidation, dissolution or winding-up of our affairs (the "Junior Stock");

·
on parity with our 1.75% Series A Cumulative Perpetual Convertible Preferred
Stock, without par value (the "Series A Preferred Stock"), and any class or series of
our capital stock issued after the original issuance date of the Series B Preferred

Stock which expressly provides that such stock ranks on parity with the Series B
Preferred Stock as to the payment of dividends or amounts payable on a liquidation,
dissolution or winding-up of our affairs (collectively, the "Parity Stock");

·
junior to any class or series of our capital stock issued after the original issuance
date of the Series B Preferred Stock which expressly provides that such stock ranks

senior to the Series B Preferred Stock as to the payment of dividends or amounts
payable on a liquidation, dissolution or winding-up of our affairs (the "Senior
Stock"); and

·
junior to all of our existing and future indebtedness (including indebtedness
outstanding under our credit facilities, our unsecured senior notes, our junior

subordinated notes and our commercial paper) and other liabilities with respect to
assets available to satisfy claims against us.

S-12
Table of Contents
In addition, the Series B Preferred Stock will be structurally subordinated to all debt,
preferred equity and other liabilities of our subsidiaries, which means that creditors and any

preferred equity holders of our subsidiaries will be paid from the assets of such subsidiaries
before holders of the Series B Preferred Stock would have any claims to those assets.

Parity Stock with respect to the Series B Preferred Stock may include series of our preferred
https://www.sec.gov/Archives/edgar/data/715957/000119312519305049/d800919d424b2.htm[12/3/2019 2:43:25 PM]

424B2
stock that have different dividend rates, redemption or conversion features, mechanics,

dividend periods (e.g., quarterly rather than semi-annual), payment of dividends (whether
cumulative or non-cumulative), payment dates and record dates than the Series B Preferred
Stock.

As of the date of this prospectus supplement, we do not have any Junior Stock, other than the
common stock, or any Senior Stock outstanding. As of the date of this prospectus
supplement, Parity Stock consisted of 1,610,000 shares of the Series A Preferred Stock with
an aggregate liquidation value of approximately $1.6 billion. As of September 30, 2019, we
had approximately $12.8 billion principal amount of outstanding long-term indebtedness on

an unconsolidated basis (including securities due within one year), all of which is senior in
right of payment to the Series B Preferred Stock. As of September 30, 2019, our subsidiaries
had approximately $26.5 billion principal amount of outstanding long-term debt (including
securities due within one year), approximately $3.0 billion of which is guaranteed by
Dominion Energy. See "Description of the Series B Preferred Stock--Ranking."

Liquidation Rights
Upon any voluntary or involuntary liquidation, dissolution or winding-up of our affairs,
holders of the Series B Preferred Stock are entitled to receive out of our assets legally
available for distribution to shareholders, after satisfaction of liabilities and obligations to
creditors, if any, and subject to the rights of holders of Senior Stock in respect of
distributions upon liquidation, dissolution or winding-up of our affairs, and before any
distribution is made to or set aside for holders of our common stock or any other Junior
Stock, a liquidating distribution in the amount of $1,000 per share of Series B Preferred
Stock, plus all accumulated and unpaid dividends (whether or not declared).

Distributions will be made pro rata as to the Series B Preferred Stock and any Parity Stock in
proportion to the full liquidating distributions to which they would otherwise respectively be

entitled and only to the extent of our assets, if any, that are available after satisfaction of all
liabilities and obligations to our creditors, if any. See "Description of the Series B Preferred
Stock--Liquidation Rights."

Voting Rights
Holders of shares of Series B Preferred Stock will have no voting rights, except with respect
to certain amendments to the terms of the

S-13
Table of Contents
Series B Preferred Stock, in the case of certain dividend nonpayments and as otherwise

required by applicable law. See "Description of the Series B Preferred Stock--Voting
Rights."

No Maturity Date
The Series B Preferred Stock is perpetual and has no maturity date, and we are not required
to redeem the Series B Preferred Stock. Accordingly, all shares of the Series B Preferred
Stock will remain outstanding indefinitely, unless and until we decide to redeem them.

Preemptive and Conversion Rights
None.

Material U.S. Federal Income Tax Considerations
You should carefully read the section entitled "Material U.S. Federal Income Tax
Considerations."

Use of Proceeds
We intend to use the net proceeds from the sale of the Series B Preferred Stock for general
corporate purposes and to repay short-term debt, including commercial paper. See "Use of
Proceeds."

Conflicts of Interest
As described in "Use of Proceeds," some of the net proceeds of this offering may be used for
the repayment of short-term debt, including commercial paper. If more than 5% of the net
proceeds of this offering, not including underwriting compensation, will be received by
affiliates of certain underwriters in this offering, this offering will be conducted by such
https://www.sec.gov/Archives/edgar/data/715957/000119312519305049/d800919d424b2.htm[12/3/2019 2:43:25 PM]

Document Outline

#1">
- #1">