MD&A discusses our results of operations and general financial condition. MD&A should be read in conjunction with our Consolidated Financial Statements. The terms "Dominion," "Company," "we," "our" and "us" are used throughout this report and, depending on the context of their use, may represent any of the following: the legal entity, Dominion Resources, Inc., one or more of Dominion Resources, Inc.'s consolidated subsidiaries or operating segments or the entirety of Dominion Resources, Inc. and its consolidated subsidiaries.

Contents of MD&A

Our MD&A consists of the following information:

• Forward-Looking Statements

• Accounting Matters

• Results of Operations

• Segment Results of Operations

• Selected Information - Energy Trading Activities

• Liquidity and Capital Resources

• Future Issues and Other Matters

Forward-Looking Statements

This report contains statements concerning our expectations, plans, objectives, future financial performance and other statements that are not historical facts. These statements are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In most cases, the reader can identify these forward-looking statements by such words as "anticipate," "estimate," "forecast," "expect," "believe," "should," "could," "plan," "may," "target" or other similar words.

We make forward-looking statements with full knowledge that risks and uncertainties exist that may cause actual results to differ materially from predicted results. Factors that may cause actual results to differ are often presented with the forward-looking statements themselves. Additionally, other factors may cause actual results to differ materially from those indicated in any forward-looking statement. These factors include but are not limited to:

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

• Extreme weather events, including hurricanes and severe storms, that can cause outages and property damage to our facilities;

• State and federal legislative and regulatory developments and changes to environmental and other laws and regulations, including those related to climate change, greenhouse gases and other emissions, to which we are subject;

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

• Risks associated with the operation of nuclear facilities;

• Fluctuations in energy-related commodity prices and the effect these could have on our earnings, liquidity position and the underlying value of our assets;

• Counterparty credit risk;

• Risks associated with our membership and participation in RTOs related to obligations created by the default of other participants;

• Capital market conditions, including the availability of credit and our ability to obtain financing on reasonable terms;

• Price risk due to securities held as investments in nuclear decommissioning and benefit plan trusts;

• Fluctuations in interest rates;

• Changes in federal and state tax laws and regulations;

• Changes to benefit plan assumptions such as discount rates and the expected rate of return on plan assets;

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

• Changes in financial or regulatory accounting principles or policies imposed by governing bodies;

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

• The risks of operating businesses in regulated industries that are subject to changing regulatory structures;

• Changes to the regulated gas and electric rates we collect and the timing of such collection as it relates to fuel costs;

• Changes in rules for RTOs in which we participate, including changes in rate designs and capacity models;

• Adverse outcomes in litigation matters;

• Political and economic conditions, including the threat of domestic terrorism, inflation and deflation;

• Timing and receipt of regulatory approvals necessary for planned construction or expansion projects;

• The inability to complete planned construction or expansion projects within the terms and time frames initially anticipated; and

• Completing the divestiture of Peoples and Hope.

Additionally, other risks that could cause actual results to differ from predicted results are set forth in Item 1A. Risk Factors in this report, in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008 and June 30, 2008, and in our Annual Report on Form 10-K for the year ended December 31, 2007.

Our forward-looking statements are based on our beliefs and assumptions using information available at the time the statements are made. We caution the reader not to place undue reliance on our forward-looking statements because the assumptions, beliefs, expectations and projections about future events may, and often do, differ materially from actual results. We undertake no obligation to update any forward-looking statement to reflect developments occurring after the statement is made.

Accounting Matters

Critical Accounting Policies and Estimates

As of September 30, 2008, there have been no significant changes with regard to the critical accounting policies and estimates disclosed in MD&A in our Annual Report on Form 10-K for the year ended December 31, 2007. The policies disclosed included the accounting for derivative contracts at fair value, goodwill and long-lived asset impairment testing, regulated operations, asset retirement obligations, employee benefit plans, gas and oil operations, and income taxes.

Other

See Notes 3 and 4 to our Consolidated Financial Statements for a discussion of newly adopted and recently issued accounting standards. See Note 11 to our Consolidated Financial Statements for information on our fair value measurements.

Results of Operations

Presented below is a summary of our consolidated results for the quarter and
year-to-date periods ended September 30, 2008 and 2007:



                                           2008      2007     $ Change
                 (millions, except EPS)
                 Third Quarter
                 Net income               $   508   $ 2,317   $  (1,809 )
                 Diluted EPS                 0.87      3.62       (2.75 )

                 Year-To-Date
                 Net income               $ 1,486   $ 2,240   $    (754 )
                 Diluted EPS                 2.56      3.29       (0.73 )

Overview

Third Quarter 2008 vs. 2007

Net income decreased by 78% to $508 million. The decrease primarily reflects the absence of a $2.1 billion after-tax gain on the sale of our U.S. non-Appalachian E&P business, partially offset by the absence of charges related to the early extinguishment of outstanding debt associated with our debt tender offer completed in July 2007 and the termination of a long-term power sales agreement at State Line in 2007 and higher contributions from our merchant generation operations in 2008. Diluted EPS decreased to $0.87 and includes $0.08 of share accretion resulting from the repurchase of shares in 2007 with proceeds received from the sale of the majority of our E&P operations.

Year-to-Date 2008 vs. 2007

Net income decreased by 34% to $1.5 billion. Unfavorable drivers include the absence of a $2.1 billion after-tax gain on the sale of our U.S. non-Appalachian E&P business and the absence of ongoing earnings from this business due to the sale. Favorable drivers include the absence of the following 2007 items:

• Charges related to the sale of the majority of our E&P operations;

• An impairment charge related to the sale of Dresden;

• An extraordinary charge in connection with the reapplication of SFAS No. 71 to the Virginia jurisdiction of our utility generation operations; and

• A charge in connection with the termination of a long-term power sales agreement at State Line.

Additional favorable drivers include the reinstatement of annual fuel rate adjustments for the Virginia jurisdiction of our utility generation operations effective July 1, 2007, a higher contribution from our merchant generation operations and the reversal of deferred tax liabilities associated with the planned sale of Peoples and Hope. Diluted EPS decreased to $2.56 and includes $0.38 of share accretion resulting from the repurchase of shares in 2007 with proceeds received from the sale of the majority of our E&P operations.