LONG-TERM DEBT



At December 31,	2014 Weighted- average Coupon⁽¹⁾		2014			2013
(millions, except percentages)
Dominion Gas Holdings, LLC:
Unsecured Senior Notes:
1.05% and 2.5%, due 2016 and 2019	1.82	%	$	850		$	400
3.55% to 4.8%, due 2023 to 2044	4.15	%	1,750			800
Dominion Gas Holdings, LLC total principal			$	2,600		$	1,200
Unamortized discount			(6		)	(2		)
Dominion Gas Holdings, LLC total long-term debt			$	2,594		$	1,198
Virginia Electric and Power Company:
Unsecured Senior Notes:
1.2% to 8.625%, due 2015 to 2019	5.06	%	$	2,471		$	2,488
2.75% to 8.875%, due 2022 to 2044	5.07	%	5,592			4,643
Tax-Exempt Financings⁽²⁾:
Variable rates, due 2016 to 2041	0.93	%	606			606
0.70% to 5.6%, due 2022 to 2040	2.86	%	266			306
Virginia Electric and Power Company total principal			$	8,935		$	8,043
Securities due within one year	5.39	%	(211		)	(58		)
Unamortized discount and premium, net			2			(11		)
Virginia Electric and Power Company total long-term debt			$	8,726		$	7,974
Dominion Resources, Inc.:
Unsecured Senior Notes:
Variable rates, due 2014 and 2015	0.36	%	$	400		$	400
1.25% to 8.875%, due 2014 to 2019	3.17	%	3,150			4,391
2.75% to 7.0%, due 2021 to 2044⁽³⁾	4.93	%	4,449			3,499
Unsecured Convertible Senior Notes, 2.125%, due 2023			—			43
Tax-Exempt Financing, variable rate, due 2041	1.10	%	75			75
Unsecured Junior Subordinated Notes Payable to Affiliated Trust, 8.4%, due 2031	8.40	%	10			10
Enhanced Junior Subordinated Notes:
5.75% to 8.375%, due 2054 to 2066	6.28	%	985			985
Variable rate, due 2066	2.54	%	380			380
Remarketable Subordinated Notes, 1.07% to 1.50%, due 2019 to 2021	1.30	%	2,100			1,100
Unsecured Debentures and Senior Notes⁽⁴⁾:
5.0% due 2014			—			600
6.8% and 6.875%, due 2026 and 2027	6.81	%	89			89
Dominion Energy, Inc.:
Tax-Exempt Financing, 2.375%, due 2033	2.38	%	27			27
Dominion Gas Holdings, LLC total principal (from above)			2,600			1,200
Virginia Electric and Power Company total principal (from above)			8,935			8,043
Dominion Resources, Inc. total principal			$	23,200		$	20,842
Fair value hedge valuation⁽⁵⁾			19			55
Securities due within one year⁽⁶⁾	3.30	%	(1,375		)	(1,519		)
Unamortized discount and premium, net			(39		)	(48		)
Dominion Resources, Inc. total long-term debt			$	21,805		$	19,330


(1)	Represents weighted-average coupon rates for debt outstanding as of December 31, 2014.


(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 April 2019.


(3)	At the option of holders, $510 million of Dominion's 5.25% senior notes due 2033 are subject to redemption at 100% of the principal amount plus accrued interest in August 2015. As a result, at December 31, 2014, the notes were included in Securities due within one year in the Consolidated Balance Sheets.


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


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


(6)	Includes $4 million fair value hedge valuation in 2014 and $14 million of fair value hedge valuation in 2013.

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, 2014, were as follows:



	2015			2016			2017			2018			2019			Thereafter			Total
(millions, except percentages)
Dominion Gas	$	—		$	400		$	—		$	—		$	450		$	1,750		$	2,600
Weighted-average Coupon				1.05		%							2.50		%	4.15		%

Virginia Power	$	211		$	476		$	679		$	850		$	350		$	6,369		$	8,935
Weighted-average Coupon	5.39		%	5.24		%	5.43		%	4.17		%	5.00		%	4.64		%

Dominion
Unsecured Senior Notes⁽¹⁾	$	861		$	1,308		$	1,354		$	1,350		$	2,000		$	11,878		$	18,751
Tax-Exempt Financings	—			19			75			—			—			880			974
Unsecured Junior Subordinated Notes Payable to Affiliated Trusts	—			—			—			—			—			10			10
Enhanced Junior Subordinated Notes	—			—			—			—			—			1,365			1,365
Remarketable Subordinated Notes	—			—			—			—			550			1,550			2,100
Total	$	861		$	1,327		$	1,429		$	1,350		$	2,550		$	15,683		$	23,200
Weighted-average Coupon	2.14		%	2.86		%	3.27		%	4.99		%	3.09		%	4.39		%


(1)	At the option of holders, $510 million of Dominion's 5.25% senior notes due 2033 are subject to redemption at 100% of the principal amount plus accrued interest in August 2015. As a result, at December 31, 2014, the notes were included in Securities due within one year in the Consolidated Balance Sheets.

The Companies short-term credit facilities and long-term debt agreements contain customary covenants and default provisions. As of December 31, 2014, there were no events of default under these covenants.

Senior Note Redemptions

As part of Dominion's Liability Management Exercise, in December 2014, Dominion redeemed the following outstanding series of senior notes: 2005 Series C 5.15% Senior Notes due 2015, 2004 Series A 5.20% Senior Notes due 2016, 2006 Series A 5.60% Senior Notes due 2016, 2007 Series A 6.0% Senior Notes due 2017, and 2008 Series D 8.875% Senior Notes due 2019 with an aggregate outstanding principal of approximately $1.9 billion. The aggregate redemption price paid in December 2014 was approximately $2.2 billion and represents the principal amount outstanding, accrued and unpaid interest and the applicable make-whole premium of $263 million. Total charges for the Liability Management Exercise of $284 million, including the make-whole premium, were recognized and recorded in interest expense in Dominion's Consolidated Statements of Income. Proceeds from Dominion’s issuance of senior notes in November 2014 were used to offset the payment of the redemption price. Also see Convertible Securities called for redemption below.

Convertible Securities

As part of Dominion's Liability Management Exercise, in November 2014, Dominion provided notice to redeem all $22 million of outstanding contingent convertible senior notes. The senior notes were 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, when the notes were called for redemption by Dominion and upon the occurrence of certain other conditions. During 2014, the senior notes were eligible for conversion. During the first, second and third quarters of 2014, approximately $21 million of the notes were converted by holders into $23 million of common stock. In lieu of redemption, holders elected to convert the remaining $22 million of notes in December 2014 into $26 million of common stock. Proceeds from Dominion's issuance of senior notes in November 2014 were used to offset the portion of the conversions paid in cash. At December 31, 2014, all of the senior notes have been converted and none remain outstanding.

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.

Interest charges related to Dominion's junior subordinated notes payable to affiliated trusts were $1 million for the years ended December 31, 2014 and 2013 and $21 million for the year ended December 31, 2012.

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 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. The September 2006 hybrids bear interest at the three-month LIBOR plus 2.3%, reset quarterly.

In June 2009, Dominion issued $685 million of 8.375% June 2009 hybrids. The June 2009 hybrids were listed on the NYSE under the symbol DRU.

In October 2014, Dominion 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.

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 the June 2006 hybrids, the September 2006 hybrids, and the June 2009 hybrids. 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. In July 2014, Dominion amended the RCC of the June 2009 hybrids to expand the measurement period for consideration of proceeds from the sale of common stock or other equity-like 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 2012, Dominion launched a tender offer to purchase up to $150 million of September 2006 hybrids. Dominion purchased and canceled approximately $88 million of the September 2006 hybrids primarily as a result of this tender offer, which expired in 2012. As part of Dominion's Liability Management Exercise, in October 2014, Dominion redeemed all $685 million of the June 2009 hybrids plus accrued interest with the net proceeds from the issuance of the October 2014 hybrids. The redemption and all purchases were conducted in compliance with the RCCs.

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. In July 2014, Dominion issued $1 billion of 2014 Series A 6.375% Equity Units, initially in the form of Corporate Units. The Corporate Units are listed on the NYSE under the symbols DCUA, DCUB and DCUC, 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 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.

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 and between 11.5 million and 14.3 million shares in July 2017. A total of 40.3 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
7/1/2014	20	$	982.0	$	1,000.0	1.500	%	4.875	%	$	142.8	7/1/2017	7/1/2020


(1)	Payments of $66 million and $17 million were made in 2014 and 2013, respectively. The stock purchase contract liability was $216 million and $139 million at December 31, 2014 and 2013, respectively.

Dominion Gas Financing

In June 2014, Dominion Gas commenced an offer to exchange $1.2 billion principal amount of unsecured senior notes that were issued in a private placement in October 2013. The exchange offer satisfied Dominion Gas’ obligations under a registration rights agreement entered into in connection with the issuance of the Dominion Gas 2013 Senior Notes. The exchange offer did not represent a new financing transaction and there were no proceeds to Dominion Gas when the offer settled in August 2014.