LONG-TERM DEBT



At December 31,	2013 Weighted- average Coupon⁽¹⁾		2013			2012
(millions, except percentages)
Virginia Electric and Power Company:
Unsecured Senior Notes:
1.2% to 8.625%, due 2013 to 2018	5.09	%	$	2,138		$	2,306
2.75% to 8.875%, due 2019 to 2043	5.25	%	4,993			3,408
Tax-Exempt Financings⁽²⁾:
Variable rates, due 2016 to 2041	0.98	%	606			454
1.5% to 5.6%, due 2022 to 2040	3.16	%	306			508
Virginia Electric and Power Company total principal			$	8,043		$	6,676
Securities due within one year	4.10	%	(58		)	(418		)
Unamortized discount and premium, net			(11		)	(7		)
Virginia Electric and Power Company total long-term debt			$	7,974		$	6,251
Dominion Resources, Inc.:
Unsecured Senior Notes:
Variable rates, due 2013 and 2014	0.37	%	$	400		$	400
1.4% to 7.195%, due 2013 to 2018	4.03	%	3,291			3,541
2.75% to 8.875%, due 2019 to 2042⁽³⁾	5.64	%	4,599			4,599
Unsecured Convertible Senior Notes, 2.125%, due 2023⁽⁴⁾			43			82
Tax-Exempt Financing, variable rate, due 2041⁽⁵⁾	1.12	%	75			—
Unsecured Junior Subordinated Notes Payable to Affiliated Trusts, 7.83% and 8.4%, due 2027 and 2031	8.40	%	10			268
Enhanced Junior Subordinated Notes:
7.5% and 8.375%, due 2064 and 2066	8.11	%	985			985
Variable rate, due 2066	2.58	%	380			380
Remarketable Subordinated Notes, 1.07% and 1.18%, due 2019 and 2021	1.13	%	1,100			—
Unsecured Debentures and Senior Notes⁽⁶⁾:
5.0% and 6.625%, due 2013 and 2014	5.00	%	600			622
6.8% and 6.875%, due 2026 and 2027	6.81	%	89			89
Dominion Gas Holdings, LLC:
Unsecured Senior Notes, 1.05% to 4.8%, due 2016 to 2043	3.13	%	1,200			—
Dominion Energy, Inc.:
Secured Senior Notes:
5.03% to 5.78%, due 2013⁽⁷⁾			—			842
7.33%, due 2020⁽⁸⁾			—			145
Tax-Exempt Financings:
2.25% to 5.75%, due 2033 to 2042⁽⁹⁾	2.38	%	27			284
Variable rate, due 2041⁽⁵⁾			—			75
Virginia Electric and Power Company total principal (from above)			8,043			6,676
Dominion Resources, Inc. total principal			$	20,842		$	18,988
Fair value hedge valuation⁽¹⁰⁾			55			93
Securities due within one year⁽¹¹⁾	2.95	%	(1,519		)	(2,223		)
Unamortized discount and premium, net			(48		)	(7		)
Dominion Resources, Inc. total long-term debt			$	19,330		$	16,851


(1)	Represents weighted-average coupon rates for debt outstanding as of December 31, 2013.


(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 2018.


(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, 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)	Debt issued by the MDFA on behalf of Brayton Point. In connection with the sale of Brayton Point, the sole obligor under the bonds was changed from Brayton Point to Dominion in June 2013.


(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 of unamortized premium in 2012. The debt was non-recourse to Dominion and was secured by Juniper's assets. Dominion's purchase of Fairless in August 2013 resulted in the removal of the debt from Dominion's Consolidated Balance Sheet. See Note 15 for additional information.


(8)	Represented debt associated with Kincaid. The debt was non-recourse to Dominion and was secured by the facility's assets and revenue. In connection with the sale of Kincaid, the notes were redeemed in May 2013 for approximately $185 million, including a make-whole premium and accrued interest.

(9)

In 2012 included debt issued by the MDFA on behalf of Brayton Point. In connection with the sale of Brayton Point, three series of bonds totaling approximately $257 million were defeased in June 2013. In June 2013, Brayton Point delivered approximately $284 million to fund an irrevocable trust for the purpose of paying maturing principal and interest due through and including the earliest redemption dates of the bonds in 2016 and 2019.


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


(11)	Includes $14 million fair value hedge valuation in 2013 and $23 million of net unamortized premium and fair value hedge valuation in 2012.

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, 2013, were as follows:



	2014			2015			2016			2017			2018			Thereafter			Total
(millions, except percentages)
Virginia Power	$	58		$	211		$	476		$	679		$	850		$	5,769		$	8,043
Weighted-average Coupon	4.10		%	5.39		%	5.25		%	5.44		%	4.17		%	4.78		%

Dominion
Unsecured Senior Notes	$	1,465		$	960		$	1,752		$	1,303		$	1,350		$	10,523		$	17,353
Tax-Exempt Financings	40			—			19			75			—			880			1,014
Unsecured Junior Subordinated Notes Payable to Affiliated Trusts	—			—			—			—			—			10			10
Enhanced Junior Subordinated Notes	—			—			—			—			—			1,365			1,365
Remarketable Subordinated Notes	—			—			—			—			—			1,100			1,100
Total	$	1,505		$	960		$	1,771		$	1,378		$	1,350		$	13,878		$	20,842
Weighted-average Coupon	2.95		%	4.45		%	3.51		%	4.55		%	4.99		%	4.90		%

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, 2013, there were no events of default under these covenants.

In February 2014, Virginia Power issued $350 million of 3.45% senior notes, and $400 million of 4.45% senior notes, that mature in 2024, and 2044, respectively.

Convertible Securities

At December 31, 2013, Dominion had $43 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. 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, 2013, the conversion rate had been adjusted to 29.8780 shares of common stock per $1,000 principal amount of senior notes, which represents a conversion price of $33.47, primarily due to individual dividend payments above the level paid at issuance. If the outstanding notes as of December 31, 2013 were all converted, it would result in the issuance of approximately 600 thousand additional shares of common stock. In January 2014, Dominion's Board of Directors declared dividends payable March 20, 2014 of 60 cents per share of common stock which will increase the conversion rate to 29.9961 effective as of February 26, 2014.

The senior notes are eligible for conversion during any calendar quarter when the closing price of Dominion's common stock was equal to or higher than 120% of the conversion price for at least 20 out of the last 30 consecutive trading days of the preceding quarter, the notes are called for redemption by Dominion and upon the occurrence of certain other conditions. During 2013, the senior notes were eligible for conversion and approximately $39 million of the notes were converted by holders into $28 million of common stock. The senior notes are eligible for conversion during the first quarter of 2014. 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 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 January 2013, Dominion repaid its $258 million 7.83% unsecured junior subordinated debentures and redeemed all 250 thousand units of the $250 million 7.83% Dominion Resources Capital Trust I capital securities due December 1, 2027. The securities were redeemed 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, 2013:



Date Established	Capital Trust	Units	Rate		Capital Securities Amount		Common Securities Amount
		(thousands)			(millions)
January 2001	Dominion Resources Capital Trust III⁽¹⁾	10	8.4	%	$	10	$	0.3


(1)	$10 million-Dominion Resources, Inc. 8.4% Debentures due 1/15/2031 were held as assets by the capital trust.

Interest charges related to Dominion's junior subordinated notes payable to affiliated trusts were $1 million for the year ended December 31, 2013 and $21 million for the years ended December 31, 2012 and 2011.

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 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 December 2011, 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.

Remarketable Subordinated Notes

In June 2013, Dominion issued $550 million of 2013 Series A 6.125% Equity Units and $550 million of 2013 Series B 6% Equity Units, initially in the form of Corporate Units. The Corporate Units are listed on the NYSE under the symbols DCUA and DCUB, respectively.

Each Corporate Unit consists of a stock purchase contract and 1/20 interest in a RSN issued by Dominion. The stock purchase contracts obligate the holders to purchase shares of Dominion common stock at a future settlement date prior to the relevant RSN maturity date. The purchase price to be paid under the stock purchase contracts is $50 per Corporate Unit and the number of shares to be purchased will be determined under a formula based upon the average closing price of Dominion common stock near the settlement date. The RSNs are pledged as collateral to secure the purchase of common stock under the related stock purchase contracts.

Dominion makes quarterly interest payments on the RSNs and quarterly contract adjustment payments on the stock purchase contracts, at the rates described below. Dominion may defer payments on the stock purchase contracts and the RSNs for one or more consecutive periods but generally not beyond the purchase contract settlement date. If payments are deferred, Dominion may not make any cash distributions related to its capital stock, including dividends, redemptions, repurchases, liquidation payments or guarantee payments. 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 RSNs.

Dominion has recorded the present value of the stock purchase contract payments as a liability offset by a charge to additional paid-in capital in equity. Interest payments on the RSNs are recorded as interest expense and stock purchase contract payments are charged against the liability. Accretion of the stock purchase contract liability is recorded as imputed interest expense. In calculating diluted EPS, Dominion applies the treasury stock method to the Equity Units. These securities did not have an effect on diluted EPS for the year ended 2013.

Under the terms of the stock purchase contracts, assuming no anti-dilution or other adjustments, Dominion will issue between 8.4 million and 9.9 million shares of its common stock in both April 2016 and July 2016. A total of 22.5 million shares of Dominion's common stock has been reserved for issuance in connection with the stock purchase contracts.

Selected information about Dominion's Equity Units is presented below:



Issuance Date	Units Issued	Total Net Proceeds		Total Long-term Debt		RSN Annual Interest Rate		Stock Purchase Contract Annual Rate		Stock Purchase Contract Liability⁽¹⁾		Stock Purchase Settlement Date	RSN Maturity Date
(millions, except interest rates)
6/7/2013	11	$	533.5	$	550.0	1.070	%	5.055	%	$	76.7	4/1/2016	4/1/2021
6/7/2013	11	$	553.5	$	550.0	1.180	%	4.820	%	$	79.3	7/1/2016	7/1/2019


(1)	Payments of $17 million were made in 2013. The stock purchase contract liability was $139 million at December 31, 2013.

Regulated Natural Gas Financing Plans

In September 2013, Dominion announced the formation of Dominion Gas, a first tier wholly-owned subsidiary holding company for the majority of Dominion’s regulated natural gas businesses. Specifically, Dominion transferred direct ownership of East Ohio, DTI and Dominion Iroquois, the latter of which holds a 24.72% general partnership interest in Iroquois, to Dominion Gas on September 30, 2013. Dominion intends to seek approval from the West Virginia Commission in 2014 for the transfer of direct ownership of Hope to Dominion Gas. Dominion Gas issued $1.2 billion principal amount of unsecured senior notes in a private placement in October 2013 and will be the primary financing entity for Dominion’s regulated natural gas businesses. Dominion Gas expects to become an SEC registrant in 2014. Dominion Gas used the proceeds from this offering to acquire intercompany long-term notes from Dominion and to repay a portion of its intercompany revolving credit agreement balances with Dominion.