LONG-TERM DEBT



At December 31,	2012 Weighted- average Coupon⁽¹⁾		2012			2011
(millions, except percentages)
Virginia Electric and Power Company:
Unsecured Senior Notes:
4.75% to 8.625%, due 2012 to 2017	5.50	%	$	1,706		$	2,321
2.95% to 8.875%, due 2018 to 2038	5.83	%	4,008			3,558
Tax-Exempt Financings⁽²⁾:
Variable rates, due 2016 to 2041	1.14	%	454			454
1.5% to 6.5%, due 2017 to 2040	3.65	%	508			533
Virginia Electric and Power Company total principal			$	6,676		$	6,866
Securities due within one year	4.88	%	(418		)	(616		)
Unamortized discount and premium, net			(7		)	(4		)
Virginia Electric and Power Company total long-term debt			$	6,251		$	6,246
Dominion Resources, Inc.:
Unsecured Senior Notes:
Variable rate, due 2013	0.41	%	$	400		$	—
1.4% to 7.195%, due 2012 to 2017	3.72	%	3,041			3,545
2.75% to 8.875%, due 2018 to 2042⁽³⁾	5.71	%	5,099			4,399
Unsecured Convertible Senior Notes, 2.125%, due 2023⁽⁴⁾			82			143
Unsecured Junior Subordinated Notes Payable to Affiliated Trusts, 7.83% and 8.4%, due 2027 and 2031	7.85	%	268			268
Enhanced Junior Subordinated Notes:
7.5% and 8.375%, due 2064 and 2066	8.11	%	985			985
Variable rate, due 2066⁽⁵⁾	2.77	%	380			468
Unsecured Debentures and Senior Notes⁽⁶⁾:
5.0% and 6.625%, due 2013 and 2014	5.06	%	622			622
6.8% and 6.875%, due 2026 and 2027	6.81	%	89			89
Dominion Energy, Inc.:
Secured Senior Notes:
5.03% to 5.78%, due 2013⁽⁷⁾	5.07	%	842			842
7.33%, due 2020⁽⁸⁾			145			159
Tax-Exempt Financings⁽⁹⁾:
2.25% to 5.75%, due 2033 to 2042	3.34	%	284			284
Variable rate, due 2041	1.16	%	75			75
Virginia Electric and Power Company total principal (from above)			6,676			6,866
Dominion Resources, Inc. total principal			$	18,988		$	18,745
Fair value hedge valuation⁽¹⁰⁾			93			105
Securities due within one year⁽¹¹⁾	4.53	%	(2,223		)	(1,479		)
Unamortized discount and premium, net			(7		)	23
Dominion Resources, Inc. total long-term debt			$	16,851		$	17,394


(1)	Represents weighted-average coupon rates for debt outstanding as of December 31, 2012.


(2)	These financings relate to certain pollution control equipment at Virginia Power's generating facilities. Certain variable rate tax-exempt financings are supported by a $120 million credit facility that terminates in September 2017.


(3)	At the option of holders, $510 million of Dominion's 5.25% senior notes due 2033 and $600 million of Dominion's 8.875% senior notes due 2019 are subject to redemption at 100% of the principal amount plus accrued interest in August 2015 and January 2014, respectively.

(4)

Convertible into a combination of cash and shares of Dominion's common stock at any time when the closing price of common stock equals 120% of the applicable conversion price or higher for at least 20 out of the last 30 consecutive trading days ending on the last trading day of the previous calendar quarter. At the option of holders on December 15, 2013 or 2018, these securities are subject to redemption at 100% of the principal amount plus accrued interest. These senior notes have been callable by Dominion since December 15, 2011.


(5)	In September 2011, the $500 million 6.3% September 2006 hybrids began bearing interest at the three-month LIBOR plus 2.3%, reset quarterly.


(6)	Represents debt assumed by Dominion from the merger of its former CNG subsidiary.


(7)	Juniper notes issued in 2004 and consolidated in October 2011 due to Dominion becoming the primary beneficiary of this VIE. This amount excludes $18 million and $48 million of unamortized premium in 2012 and 2011, respectively. The debt is non-recourse to Dominion and is secured by Juniper's assets.


(8)	Represents debt associated with Kincaid. The debt is non-recourse to Dominion and is secured by the facility's assets ($552 million at December 31, 2012) and revenue. Dominion announced in the third quarter of 2012 that it was pursuing the sale of Kincaid. Dominion anticipates redeeming the notes as a condition to a sale of Kincaid.


(9)	Includes debt issued by the Massachusetts Development Finance Agency on behalf of Brayton Point. Dominion announced in the third quarter of 2012 that it was pursuing the sale of Brayton Point.


(10)	Represents the valuation of certain fair value hedges associated with Dominion's fixed rate debt.


(11)	Includes $23 million of net unamortized premium and fair value hedge valuation in 2012 and $4 million of net unamortized discount in 2011.

Based on stated maturity dates rather than early redemption dates that could be elected by instrument holders, the scheduled principal payments of long-term debt at December 31, 2012, were as follows:



	2013			2014			2015			2016			2017			Thereafter			Total
(millions, except percentages)
Virginia Power	$	418		$	17		$	211		$	476		$	679		$	4,875		$	6,676
Weighted-average Coupon	4.88		%	7.73		%	5.39		%	5.27		%	5.44		%	5.26		%

Dominion
Secured Senior Notes	$	852		$	15		$	18		$	20		$	22		$	60		$	987
Unsecured Senior Notes	1,090			1,065			960			1,351			1,303			9,278			15,047
Tax-Exempt Financings	—			—			—			19			75			1,227			1,321
Unsecured Junior Subordinated Notes Payable to Affiliated Trusts	258			—			—			—			—			10			268
Enhanced Junior Subordinated Notes	—			—			—			—			—			1,365			1,365
Total	$	2,200		$	1,080		$	978		$	1,390		$	1,400		$	11,940		$	18,988
Weighted-average Coupon	4.53		%	3.99		%	4.50		%	4.27		%	4.60		%	5.54		%

Dominion's and Virginia Power's short-term credit facilities and long-term debt agreements contain customary covenants and default provisions. As of December 31, 2012, there were no events of default under these covenants.

In January 2013, Virginia Power issued $250 million of 1.2% and $500 million of 4.0% senior notes that mature in 2018 and 2043, respectively.

Convertible Securities

At December 31, 2012, Dominion had $82 million of outstanding contingent convertible senior notes that are convertible by holders into a combination of cash and shares of Dominion's common stock under certain circumstances. The conversion feature requires that the principal amount of each note be repaid in cash, while amounts payable in excess of the principal amount will be paid in common stock. At issuance, the notes were valued at a conversion rate of 27.173 shares of common stock per $1,000 principal amount of senior notes, which represented a conversion price of $36.80. The conversion rate is subject to adjustment without limitation upon certain events such as subdivisions, splits, combinations of common stock or the issuance to all common stock holders of certain common stock rights, warrants or options and certain dividend increases. As of December 31, 2012, the conversion rate had been adjusted to 29.3863 shares, primarily due to individual dividend payments above the level paid at issuance. If the outstanding notes as of December 31, 2012 were all converted, it would result in the issuance of approximately 900 thousand additional shares. In December 2012, Dominion's Board of Directors declared dividends payable March 20, 2013 of 56.25 cents per share of common stock which will increase the conversion rate to 29.5147 effective as of February 26, 2013.

The number of shares included in the denominator of the diluted EPS calculation is calculated as the net shares issuable for the reporting period based upon the average market price for the period. This results in an increase in the average shares outstanding used in the calculation of Dominion's diluted EPS when the conversion price is lower than the average market price of Dominion's common stock over the period, and results in no adjustment when the conversion price exceeds the average market price.

The senior notes are convertible by holders into a combination of cash and shares of Dominion's common stock under any of the following circumstances:


(1)	The closing price of Dominion's common stock equals 120% of the applicable conversion price ($40.66 as of February 26, 2013) or higher for at least 20 out of the last 30 consecutive trading days ending on the last trading day of the previous calendar quarter;


(2)	The senior notes are called for redemption by Dominion;


(3)	The occurrence of specified corporate transactions; or


(4)	The credit rating assigned to the senior notes by Moody's is below Baa3 and by Standard & Poor's is below BBB- or the ratings are discontinued for any reason.

The senior notes were eligible for conversion during 2012 since the closing price of Dominion's common stock was equal to 120% of the applicable conversion price or higher for at least 20 out of the last 30 consecutive trading days of each quarter. During 2012, approximately $61 million of the contingent convertible senior notes were converted by holders. As of December 31, 2012, the closing price of Dominion's common stock was equal to $40.84 per share or higher for at least 20 out of the last 30 consecutive trading days; therefore, the senior notes are eligible for conversion during the first quarter of 2013. Beginning in 2007, the notes have been eligible for contingent interest if the average trading price as defined in the indenture equals or exceeds 120% of the principal amount of the senior notes. Holders have the right to require Dominion to purchase these senior notes for cash at 100% of the principal amount plus accrued interest in December 2013 or 2018, or if Dominion undergoes certain fundamental changes. The senior notes have been callable by Dominion since December 15, 2011.

Junior Subordinated Notes Payable to Affiliated Trusts

In previous years, Dominion established several subsidiary capital trusts, each as a finance subsidiary of Dominion, which holds 100% of the voting interests. The trusts sold capital securities representing preferred beneficial interests and 97% beneficial ownership in the assets held by the trusts. In exchange for the funds realized from the sale of the capital securities and common securities that represent the remaining 3% beneficial ownership interest in the assets held by the capital trusts, Dominion issued various junior subordinated notes. The junior subordinated notes constitute 100% of each capital trust's assets. Each trust must redeem its capital securities when their respective junior subordinated notes are repaid at maturity or if redeemed prior to maturity.

In November 2012, Dominion provided notice of redemption for its $258 million 7.83% unsecured junior subordinated debentures and all 250 thousand units of the $250 million 7.83% Dominion Resources Capital Trust I capital securities due December 1, 2027. At December 31, 2012, the debentures were included in securities due within one year in the Consolidated Balance Sheets. In January 2013, Dominion redeemed the securities at a price of $1,019.58 per capital security plus accrued and unpaid distributions.

The following table provides summary information about the capital securities and junior subordinated notes outstanding as of December 31, 2012:



Date Established	Capital Trusts	Units	Rate		Capital Securities Amount		Common Securities Amount
		(thousands)			(millions)
December 1997	Dominion Resources Capital Trust I⁽¹⁾	250	7.83	%	$	250	$	7.7
January 2001	Dominion Resources Capital Trust III⁽²⁾	10	8.4		10		0.3

Junior subordinated notes/debentures held as assets by each capital trust were as follows:


(1)	$258 million-Dominion Resources, Inc. 7.83% Debentures due 12/1/2027.


(2)	$10 million-Dominion Resources, Inc. 8.4% Debentures due 1/15/2031.

Interest charges related to Dominion's junior subordinated notes payable to affiliated trusts were $21 million for the years ended December 31, 2012, 2011 and 2010.

Distribution payments on the capital securities are considered to be fully and unconditionally guaranteed by Dominion. Each guarantee agreement only provides for the guarantee of distribution payments on the relevant capital securities to the extent that the trust has funds legally and immediately available to make distributions. The trust's ability to pay amounts when they are due on the capital securities is dependent solely upon the payment of amounts by Dominion when they are due on the junior subordinated notes. Dominion may defer interest payments on the junior subordinated notes on one or more occasions for up to five consecutive years and the related trusts must also defer distributions. If the payment on the junior subordinated notes is deferred, Dominion may not make distributions related to its capital stock, including dividends, redemptions, repurchases, liquidation payments or guarantee payments, during the deferral period. Also, during any deferral period, Dominion may not make any payments on, redeem or repurchase any debt securities that are equal in right of payment with, or subordinated to, the junior subordinated notes.

Enhanced Junior Subordinated Notes

In June 2006 and September 2006, Dominion issued $300 million of June 2006 hybrids and $500 million of September 2006 hybrids, respectively. The June 2006 hybrids will bear interest at 7.5% per year until June 30, 2016. Thereafter, they will bear interest at the three-month LIBOR plus 2.825%, reset quarterly. Beginning September 30, 2011, the September 2006 hybrids bear interest at the three-month LIBOR plus 2.3%, reset quarterly. Previously, interest was fixed at 6.3% per year.

In June 2009, Dominion issued $685 million (including $60 million related to the underwriter's option to purchase additional notes to cover over-allotments) of 8.375% June 2009 hybrids. The June 2009 hybrids are listed on the NYSE under the symbol DRU.

Dominion may defer interest payments on the hybrids on one or more occasions for up to 10 consecutive years. If the interest payments on the hybrids are deferred, Dominion may not make distributions related to its capital stock, including dividends, redemptions, repurchases, liquidation payments or guarantee payments during the deferral period. Also, during the deferral period, Dominion may not make any payments on or redeem or repurchase any debt securities that are equal in right of payment with, or subordinated to, the hybrids.

Dominion executed RCCs in connection with its issuance of all of the hybrids described above. Under the terms of the RCCs, Dominion covenants to and for the benefit of designated covered debtholders, as may be designated from time to time, that Dominion shall not redeem, repurchase, or defease all or any part of the hybrids, and shall not cause its majority owned subsidiaries to purchase all or any part of the hybrids, on or before their applicable RCC termination date, unless, subject to certain limitations, during the 180 days prior to such activity, Dominion has received a specified amount of proceeds as set forth in the RCCs from the sale of qualifying securities that have equity-like characteristics that are the same as, or more equity-like than the applicable characteristics of the hybrids at that time, as more fully described in the RCCs. In September 2011, Dominion amended the RCCs of the June 2006 hybrids and September 2006 hybrids to expand the measurement period for consideration of proceeds from the sale of common stock issuances from 180 days to 365 days. The proceeds Dominion receives from the replacement offering, adjusted by a predetermined factor, must equal or exceed the redemption or repurchase price.

In both December 2011 and April 2010, Dominion purchased and canceled approximately $16 million of the September 2006 hybrids. In February 2012, Dominion launched a tender offer to purchase up to $150 million of additional September 2006 hybrids. In the first quarter of 2012, Dominion purchased and canceled approximately $86 million of the September 2006 hybrids primarily as a result of this tender offer, which expired in March 2012. In the second quarter of 2012, Dominion purchased and canceled approximately $2 million of the September 2006 hybrids. All purchases were conducted in compliance with the RCC.

From time to time, Dominion may reduce its outstanding debt and level of interest expense through redemption of debt securities prior to maturity and repurchases in the open market, in privately negotiated transactions, through additional tender offers or otherwise.