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Long-Term Debt
12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Long-Term Debt
Note 18. Long-term Debt
At December 31,
 
2019
Weighted-
average
Coupon
(1)
 
 
2019
 
 
2018
 
(millions, except percentages)
 
 
 
 
 
 
Dominion Energy Gas Holdings, LLC:
 
 
 
 
 
 
   
 
Unsecured senior notes:
 
 
 
 
 
 
   
 
Variable rate, due 2021
 
 
2.49
%
 
 $
500
 
  $
500
 
2.5% to 4.8%, due 2019 to 2049
(2)
 
 
3.44
%
 
 
4,631
 
   
3,587
 
Cove Point, term loan, due 2021
(3)
 
 
 
 
 
 
   
3,000
 
Dominion Energy Midstream:
 
 
 
 
 
 
   
 
Term loan, variable rate, due 2019
 
 
 
 
 
 
   
300
 
Revolving credit agreement, variable rate, due 2021
(4)
 
 
 
 
 
 
   
73
 
Dominion Energy Questar Pipeline, unsecured senior notes, 3.53% to 4.875%, due 2028 to 2041
 
 
4.23
%
 
 
430
 
   
430
 
Dominion Energy Gas Holdings, LLC total principal
 
 
 
 
 $
5,561
 
  $
7,890
 
Securities due within one year
 
 
2.80
%
 
 
(699
)
   
(748
)
Credit facility borrowings
(4)
 
 
 
 
 
 
   
(73
)
Unamortized discount and debt issuance costs
 
 
 
 
 
(41
)
   
(47
)
Finance leases
 
 
 
 
 
5
 
   
 
Dominion Energy Gas Holdings, LLC total long-term debt
 
 
 
 
 $
4,826
 
  $
7,022
 
Virginia Electric and Power Company:
 
 
 
 
 
 
   
 
Unsecured senior notes:
 
 
 
 
 
 
   
 
2.75% to 8.875%, due 2019 to 2049
 
 
4.27
%
 
$
 11,789
 
  $
11,090
 
Tax-
exempt financings, 1.80% to 5.0%, due 2023 to 2041
(5)
(6)
 
 
2.02
%
 
 
625
 
   
664
 
Virginia Electric and Power Company total principal
 
 
 
 
 $
12,414
 
  $
11,754
 
Securities due within one year
 
 
4.29
%
 
 
(1
)
   
(350
)
Unamortized discount, premium and debt issuances costs, net
 
 
 
 
 
(88
)
   
(83
)
Finance leases
 
 
 
 
 
16
 
   
 
Virginia Electric and Power Company total long-term debt
 
 
 
 
 $
12,341
 
  $
11,321
 
Dominion Energy, Inc.:
 
 
 
 
 
 
   
 
Unsecured senior notes:
 
 
 
 
 
 
   
 
Variable rates, due 2019 and 2020
 
 
2.31
%
 
 $
300
 
  $
800
 
1.6% to 7.0%, due 2019 to 2049
(7)
 
 
4.15
%
 
 
7,688
 
   
7,488
 
Unsecured junior subordinated notes:
 
 
 
 
 
 
   
 
2.579% to 4.104%, due 2019 to 2024
 
 
3.01
%
 
 
2,950
 
   
2,100
 
Payable to affiliated trust, 8.4%, due 2031
 
 
8.40
%
 
 
10
 
   
10
 
Enhanced junior subordinated notes:
 
 
 
 
 
 
   
 
Variable rates, due 2066
(8)
 
 
4.41
%
 
 
397
 
   
422
 
5.25% and 5.75%, due 2054 and 2076
 
 
5.48
%
 
 
1,485
 
   
1,485
 
Remarketable subordinated notes, 2.0%, due 2021 and 2024
 
 
 
 
 
 
   
1,400
 
Questar Gas, unsecured senior notes, 2.98% to 7.20%, due 2024 to 2051
 
 
4.25
%
 
 
750
 
   
750
 
SCANA:
 
 
 
 
 
 
   
 
Unsecured medium term notes, 4.125% to 6.25%, due 2020 to 2022
(9)(10)
 
 
5.06
%
 
 
508
 
   
 
Unsecured senior notes, variable rate, due 2034
(11)
 
 
2.61
%
 
 
66
 
   
 
PSNC, senior debentures and notes, 4.13% to 7.45%, due 2020 to 2047
 
 
5.05
%
 
 
700
 
   
 
DESC:
 
 
 
 
 
 
   
 
First mortgage bonds, 3.22% to 6.625%, due 2021 to 2065
(12)
 
 
5.42
%
 
 
3,267
 
   
 
Tax-
exempt financings:
(13)
 
 
 
 
 
 
   
 
Variable rate due 2038
 
 
1.65
%
 
 
35
 
   
 
GENCO, variable rates due 2038
(14)
 
 
1.65
%
 
 
33
 
   
 
3.625% and 4.00%, due 2028 and 2033
 
 
3.90
%
 
 
54
 
   
 
Other
 
 
3.69
%
 
 
1
 
   
 
Secured senior notes, 4.82%, due 2042
(15)
 
 
4.82
%
 
 
345
 
   
362
 
Term loans, variable rates, due 2023 and 2024
(15)
 
 
4.24
%
 
 
527
 
   
582
 
Tax-
exempt financing, 1.7%, due 2033
 
 
1.70
%
 
 
27
 
   
27
 
Dominion Energy Gas Holdings, LLC total principal (from above)
 
 
 
 
 
5,561
 
   
7,890
 
Virginia Electric and Power Company total principal (from above)
 
 
 
 
 
12,414
 
   
11,754
 
Dominion Energy, Inc. total principal
 
 
 
 
 $
37,118
 
  $
35,070
 
Fair value hedge valuation
(16)
 
 
 
 
 
4
 
   
(20
)
Securities due within one year
(8)(10)(11)(17)
 
 
3.41
%
 
 
(3,133
)
   
(3,624
)
Credit facility borrowings
(4)
 
 
 
 
 
 
   
(73
)
Unamortized discount, premium and debt issuance costs, net
 
 
 
 
 
(270
)
   
(248
)
Finance leases
 
 
 
 
 
105
 
   
39
 
Dominion Energy, Inc. total long-term debt
 
 
 
 
 $
 33,824
 
  $
31,144
 
(1)
Represents weighted-average coupon rates for debt outstanding as of December 31, 2019.
 
 
 
(2)
Amount includes foreign currency remeasurement adjustments.
 
 
 
(3)
In September 2019, Cove Point repaid its $3.0 billion term loan due in 2021.
 
 
 
(4)
In February 2019, Dominion Energy Midstream repaid its $300 million variable rate term loan due in December 2019 and terminated the credit facility due in March 2021 subsequent to repaying the $73 million outstanding balance. As such, credit facility borrowings are presented within current liabilities in Dominion Energy Gas’ Consolidated Balance Sheets at December 31, 2018.
 
 
 
(5)
These financings relate to certain pollution control equipment at Virginia Power’s generating facilities.
 
 
 
(6)
In May 2019, Virginia Power redeemed its $40 million 5.0% Economic Development Authority of the County of Chesterfield Pollution Control Refunding Revenue Bonds, Series 2009A, due in 2023 at the principal outstanding plus accrued interest.
 
 
 
(7)
Includes debt assumed by Dominion Energy from the merger of its former CNG subsidiary.
 
 
 
(8)
In February 2020, Dominion Energy purchased and cancelled the remaining $111 million and $286 million of its June 2006 hybrids and September 2006 hybrids, respectively, both of which would have otherwise matured in 2066. As such, these borrowings are presented within securities due within one year in Dominion Energy’s Consolidated Balance Sheets at December 31, 2019.
 
 
 
(9)
In March 2019, SCANA purchased certain of its medium term notes having an aggregate purchase price of $300 million pursuant to tender offer that expired in the first quarter of 2019.
 
 
 
(10)
In February 2020, SCANA provided notice to redeem the remaining principal outstanding of $183 million of its 4.75% medium-term notes and $155 million of its 4.125% medium-term notes plus accrued interest and make-whole premiums in March 2020. The notes would have otherwise matured in May 2021 and February 2022, respectively. As such, these borrowings are presented within securities due within one year in Dominion Energy’s Consolidated Balance Sheets at December 31, 2019.
 
 
 
(11)
In January 2020, SCANA provided notice to redeem its floating rate senior notes at the remaining principal outstanding of $66 million plus accrued interest in March 2020. The notes would have otherwise matured in June 2034. As such, these borrowings are presented within securities due within one year in Dominion Energy’s Consolidated Balance Sheets at December 31, 2019.
 
 
 
(12)
In February, March and September 2019, DESC purchased certain of its first mortgage bonds having an aggregate purchase price of $1.8 billion pursuant to tender offers. The February and March tender offers expired in the first quarter of 2019 and the September tender offer expired in the third quarter of 2019.
 
 
 
(13)
Industrial revenue bonds totaling $68 million are secured by letters of credit 
that
expire, subject to renewal, in the fourth quarter of 2020.
 
(1
4
)
In May 2019, GENCO redeemed its 5.49% senior secured notes due in 2024 at the remaining principal outstanding of $33 million plus accrued interest. In June 2019, the first mortgage lien on an electric generating facility that previously secured these notes was released.
 
 
 
(1
5
)
Represents debt associated with Eagle Solar, SBL Holdco and Dominion Solar Projects III, Inc. The debt is nonrecourse to Dominion Energy and is secured by Eagle Solar’s, SBL Holdco’s and Dominion Solar Projects III, Inc’s interest in certain solar facilities.
 
 
 
(1
6
)
Represents the valuation of certain fair value hedges associated with Dominion Energy’s fixed rate debt.
 
 
 
(1
7
)
Includes $20 million of estimated mandatory prepayments due within one year based on estimated cash flows in excess of debt service at SBL Holdco and Dominion Solar Projects III, Inc.
 
 
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, 2019, were as follows:
                                                         
 
2020
   
2021
   
2022
   
2023
   
2024
   
Thereafter
   
Total
 
(millions, except percentages)
 
 
 
   
   
   
   
   
 
Dominion Energy Gas
 
$
700
 
 
$
500
 
 
$
 
 
$
650
 
 
$
1,050
 
 
$
2,661
 
 
$
5,561
 
Weighted-average coupon
 
 
2.80
%
 
 
2.49
%
 
 
 
 
 
3.29
%
 
 
2.97
%
 
 
3.95
%
 
 
 
Virginia Power
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unsecured senior notes
 
$
 
 
$
 
 
$
750
 
 
$
700
 
 
$
350
 
 
$
9,989
 
 
$
11,789
 
Tax-
exempt financings
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
625
 
 
 
625
 
Total
 
$
 
 
$
 
 
$
750
 
 
$
700
 
 
$
350
 
 
$
10,614
 
 
$
12,414
 
Weighted-average coupon
 
 
 
 
 
 
 
 
3.15
%
 
 
2.75
%
 
 
3.45
%
 
 
4.35
%
 
 
 
Dominion Energy
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Term loans
(1
)
 
$
35
 
 
$
35
 
 
$
34
 
 
$
259
 
 
$
164
 
 
$
 
 
$
527
 
First mortgage bonds
 
 
 
 
 
33
 
 
 
 
 
 
 
 
 
 
 
 
3,234
 
 
 
3,267
 
Unsecured senior notes
(2)(3)
 
 
1,275
 
 
 
1,237
 
 
 
1,659
 
 
 
2,355
 
 
 
1,745
 
 
 
19,092
 
 
 
27,363
 
Secured senior notes
 
 
15
 
 
 
17
 
 
 
19
 
 
 
16
 
 
 
17
 
 
 
261
 
 
 
345
 
Tax-
exempt financings
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
774
 
 
 
774
 
Unsecured junior subordinated notes payable
to affiliated trusts
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10
 
 
 
10
 
Unsecured junior subordinated notes
 
 
1,000
 
 
 
1,250
 
 
 
 
 
 
 
 
 
700
 
 
 
 
 
 
2,950
 
Enhanced junior subordinated notes
(4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,882
 
 
 
1,882
 
Total
 
$
2,325
 
 
$
2,572
 
 
$
1,712
 
 
$
2,630
 
 
$
2,626
 
 
$
25,253
 
 
$
37,118
 
Weighted-average coupon
 
 
3.09
%
 
 
3.15%
 
 
 
3.10
%
 
 
2.95%
 
 
 
3.19%
 
 
 
4.62
%
 
 
 
 
 
 
 
(1)
Excludes mandatory prepayments associated with SBL Holdco and Dominion Solar Projects III, Inc. based on cash flows in excess of debt service. At December 31, 2019, $20 million of estimated mandatory prepayments due within one year were included in securities due within one year in Dominion Energy’s Consolidated Balance Sheets.
 
 
 
(2)
In January 2020, SCANA provided notice to redeem its floating rate senior notes at the remaining principal outstanding of $66 million plus accrued interest in March 2020. The notes would have otherwise matured in June 2034.
 
 
 
(3)
In February 2020, SCANA provided notice to redeem the remaining principal outstanding of $183 million of its 4.75% medium-term notes and $155 million of its 4.125% medium-term notes plus accrued interest and make-whole premiums in March 2020. The notes would have otherwise matured in May 2021 and February 2022, respectively.
 
 
 
(4)
In February 2020, Dominion Energy purchased and cancelled the remaining $111 million and $286 million of its June 2006 hybrids and September 2006 hybrids, respectively, both of which would have otherwise matured in 2066. As such, these borrowings are presented within current liabilities in Dominion Energy’s Consolidated Balance Sheets at December 31, 2019.
 
 
The Companies’ short-term credit facility and long-term debt agreements contain customary covenants and default provisions. As of December 31, 2019, there were no events of default under these covenants.
Senior Note Redemptions
In November 2018 and December 2018, Dominion Energy redeemed the following outstanding series of senior notes: 2011 Series A 4.45% Senior Notes due 2021, 2014 Series B 2.50% Senior Notes due 2019, 2014 Series C 3.625% Senior Notes due 2024 and 2018 Series A Floating Rate Senior Notes due 2020 with an aggregate outstanding principal of $2.2 billion. The aggregate redemption price paid was $2.2 billion and represents the principal amount outstanding, accrued and unpaid interest and the applicable make-whole premium of $34 million. Total charges of $69 million, including the make-whole premium, were recognized and recorded in interest expense in Dominion Energy’s Consolidated Statements of Income.
Enhanced Junior Subordinated Notes
In June 2006 and September 2006, Dominion Energy issued $300 million of June 2006 hybrids and $500 million of September 2006 hybrids, respectively. The June 2006 hybrids and the September 2006 hybrids bore interest at the three-month LIBOR plus 2.825%, reset quarterly and at the three-month LIBOR plus 2.3%, reset quarterly, respectively. Dominion Energy executed RCCs in connection with its issuance of the June 2006 hybrids and the September 2006 hybrids. Under the terms of the RCCs, redemptions of the hybrids were subject to certain conditions. In 2019, Dominion Energy purchased and cancelled $12 million and $13 million of its June 2006 hybrids and September 2006 hybrids, respectively. In February 2020, Dominion Energy purchased and cancelled the remaining $111 million and $286 million of its June 2006 hybrids and September 2006 hybrids, respectively, both of which would have otherwise matured in 2066. All purchases were conducted in compliance with the applicable RCC, each of which was terminated in February 2020.
In October 2014, Dominion Energy issued $685 million of October 2014 hybrids that will bear interest at 5.75% per year until October 1, 2024. Thereafter, they will bear interest at the three-month LIBOR plus 3.057%, reset quarterly.
In July 2016, Dominion Energy issued $800 million of 5.25% July 2016 hybrids. The July 2016 hybrids are listed on the NYSE under the symbol DRUA.
Dominion Energy 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 Energy 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 Energy 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.
Remarketable Subordinated Notes
In July 2014, Dominion Energy issued $1.0 billion of 2014 Series A 6.375% Equity Units, initially in the form of Corporate Units. In August 2016, Dominion Energy issued $1.4 billion of 2016 Series A 6.75% Equity Units, initially in the form of Corporate
Units. The Corporate Units were listed on the NYSE under the symbols DCUC and DCUD, respectively.
Each 2014 Series A Corporate Unit consisted of a stock purchase contract and 1/20 interest in a RSN issued by Dominion Energy. Each 2016 Series A Corporate Unit consisted of a stock purchase contract, a 1/40 interest in a 2016 Series
A-1
RSN issued by Dominion Energy and a 1/40 interest in a 2016 Series
A-2
RSN issued by Dominion Energy. The stock purchase contracts obligated the holders to purchase shares of Dominion Energy common stock at a future settlement date prior to the relevant RSN maturity date. The purchase price paid under the stock purchase contracts was $50 per Corporate Unit and the number of shares purchased was determined under a formula based upon the average closing price of Dominion Energy common stock near the settlement date. The RSNs were pledged as collateral to secure the purchase of common stock under the related stock purchase contracts.
In May 2017, Dominion Energy successfully remarketed the $1.0 billion 2014 Series A 1.50% RSNs due 2020 pursuant to the terms of the related 2014 Equity Units. In connection with the remarketing, the interest rate on the junior subordinated notes was reset to 2.579%, payable on a semi-annual basis and Dominion Energy ceased to have the ability to redeem the notes at its option or defer interest payments.
In June 2019, Dominion Energy successfully remarketed the $700 million 2016 Series
A-1
2.0% RSNs due 2021 and $700 million 2016 Series
A-2
2.0% RSNs due 2024 pursuant to the terms of the related 2016 Equity Units. In connection with the remarketing, the interest rates on the Series
A-1
and Series
A-2
notes were reset to 2.715% and 3.071%, respectively, payable on a semi-annual basis, and Dominion Energy ceased to have the ability to redeem the notes at its option or defer interest payments.
At December 31, 2019, the securities are included in junior subordinated notes in Dominion Energy’s Consolidated Balance Sheets. Dominion Energy did not receive any proceeds from the remarketings. Remarketing proceeds belonged to the investors holding the related equity units and were temporarily used to purchase a portfolio of treasury securities. Upon maturity of each portfolio, the proceeds were applied on behalf of investors on the related stock purchase contract settlement date to pay the purchase price to Dominion Energy for issuance of 12.5 million shares of its common stock in July 2017 and 18.5 million shares of its common stock in August 2019.