LONG-TERM DEBT



At December 31,	2016 Weighted- average Coupon⁽¹⁾		2016			2015
(millions, except percentages)
Dominion Gas Holdings, LLC:
Unsecured Senior Notes:
1.05% to 2.8%, due 2016 to 2020	2.68	%	$	1,150		$	1,550
2.875% to 4.8%, due 2023 to 2044⁽²⁾	3.90	%	2,413			1,750
Dominion Gas Holdings, LLC total principal			$	3,563		$	3,300
Securities due within one year			—			(400		)
Unamortized discount and debt issuance costs			(35		)	(31		)
Dominion Gas Holdings, LLC total long-term debt			$	3,528		$	2,869
Virginia Electric and Power Company:
Unsecured Senior Notes:
1.2% to 8.625%, due 2016 to 2019	4.93	%	$	1,804		$	2,261
2.75% to 8.875%, due 2022 to 2046	4.59	%	7,940			6,292
Tax-Exempt Financings⁽³⁾:
Variable rates, due 2016 to 2027	1.22	%	175			194
1.75% to 5.6%, due 2023 to 2041	2.25	%	678			678
Virginia Electric and Power Company total principal			$	10,597		$	9,425
Securities due within one year	5.47	%	(678		)	(476		)
Unamortized discount, premium and debt issuances costs, net			(67		)	(57		)
Virginia Electric and Power Company total long-term debt			$	9,852		$	8,892
Dominion Resources, Inc.:
Unsecured Senior Notes:
Variable rate, due 2016			$	—		$	600
1.25% to 6.4%, due 2016 to 2021	2.83	%	5,400			3,900
2.75% to 7.0%, due 2022 to 2044	4.68	%	4,999			4,599
Tax-Exempt Financing, variable rate, due 2041	1.41	%	75			75
Unsecured Junior Subordinated Notes:
2.962% and 4.104%, due 2019 and 2021	3.53	%	1,100			—
Payable to Affiliated Trust, 8.4% due 2031	8.40	%	10			10
Enhanced Junior Subordinated Notes:
5.25% to 7.5%, due 2054 to 2076	5.48	%	1,485			971
Variable rates, due 2066	3.45	%	422			377
Remarketable Subordinated Notes, 1.07% to 2.0%, due 2019 to 2024	1.79	%	2,400			2,100
Unsecured Debentures and Senior Notes:
6.8% and 6.875%, due 2026 and 2027⁽⁴⁾	6.81	%	89			89
Term Loan, variable rate, due 2017⁽⁵⁾	1.85	%	250			—
Unsecured Senior and Medium-Term Notes⁽⁵⁾:
5.31% to 6.85%, due 2017 and 2018	5.84	%	135			—
2.98% to 7.20%, due 2024 to 2051	4.57	%	500			—
Term Loan, variable rate, due 2023⁽⁶⁾	4.75	%	405			—
Tax-Exempt Financing, 1.55%, due 2033⁽⁷⁾	1.55	%	27			27
Dominion Midstream Partners, LP:
Term Loan, variable rate, due 2019	2.19	%	300			—
Unsecured Senior and Medium-Term Notes, 5.83% and 6.48%, due 2018⁽⁸⁾	5.84	%	255			—
Unsecured Senior Notes, 4.875%, due 2041⁽⁸⁾	4.88	%	180			—
Dominion Gas Holdings, LLC total principal (from above)			3,563			3,300
Virginia Electric and Power Company total principal (from above)			10,597			9,425
Dominion Resources, Inc. total principal			$	32,192		$	25,473
Fair value hedge valuation⁽⁹⁾			(1		)	7
Securities due within one year⁽¹⁰⁾	3.13	%	(1,709		)	(1,825		)
Unamortized discount, premium and debt issuance costs, net			(251		)	(187		)
Dominion Resources, Inc. total long-term debt			$	30,231		$	23,468


(1)	Represents weighted-average coupon rates for debt outstanding as of December 31, 2016.


(2)	Beginning June 30, 2016, amount includes foreign currency remeasurement adjustments.


(3)	These financings relate to certain pollution control equipment at Virginia Power's generating facilities. Certain variable rate tax-exempt financings are supported by a $100 million credit facility that terminates in April 2020.


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


(5)	Represents debt obligations of Dominion Questar or Dominion Gas. See Note 3 for more information.


(6)	Represents debt associated with SBL Holdco. The debt is nonrecourse to Dominion and is secured by SBL Holdco's interest in certain merchant solar facilities.


(7)	Represents debt obligations of a DEI subsidiary.


(8)	Represents debt obligations of Questar Pipeline. See Note 3 for more information.


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


(10)	2015 excludes $100 million of variable rate short-term notes that were purchased and cancelled in February 2016 using proceeds from the issuance of long-term debt. The notes would have otherwise matured in May 2016.

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, 2016, were as follows:



	2017			2018			2019			2020			2021			Thereafter			Total
(millions, except percentages)
Dominion Gas	$	—		$	—		$	450		$	700		$	—		$	2,413		$	3,563
Weighted-average Coupon							2.50		%	2.80		%				3.90		%

Virginia Power
Unsecured Senior Notes	$	604		$	850		$	350		$	—		$	—		$	7,940		$	9,744
Tax-Exempt Financings	75			—			—			—			—			778			853
Total	$	679		$	850		$	350		$	—		$	—		$	8,718		$	10,597
Weighted-average Coupon	5.47		%	4.17		%	5.00		%							4.37		%

Dominion
Term Loans	$	268		$	20		$	321		$	19		$	19		$	308		$	955
Unsecured Senior Notes (including Medium-Term Notes)	1,368			3,275			2,500			700			900			16,122			24,865
Tax-Exempt Financings	75			—			—			—			—			880			955
Unsecured Junior Subordinated Notes Payable to Affiliated Trusts	—			—			—			—			—			10			10
Unsecured Junior Subordinated Notes	—			—			550			—			550			—			1,100
Enhanced Junior Subordinated Notes	—			—			—			—			—			1,907			1,907
Remarketable Subordinated Notes	—			—			—			1,000			700			700			2,400
Total	$	1,711		$	3,295		$	3,371		$	1,719		$	2,169		$	19,927		$	32,192
Weighted-average Coupon	3.13		%	3.62		%	3.09		%	2.07		%	3.12		%	4.38		%

The Companies short-term credit facilities and long-term debt agreements contain customary covenants and default provisions. As of December 31, 2016, there were no events of default under these covenants.

In January 2017, Dominion issued $400 million of 1.875% senior notes and $400 million of 2.75% senior notes that mature in 2019 and 2022, respectively.

Senior Note Redemptions

As part of Dominion's Liability Management Exercise, in December 2014, Dominion redeemed five outstanding series of senior notes with an aggregate outstanding principal of $1.9 billion. The aggregate redemption price paid in December 2014 was $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 2014. However, 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.

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. Beginning June 30, 2016, the June 2006 hybrids bear interest at three-month LIBOR plus 2.825%, reset quarterly. Previously, interest was fixed at 7.5% per year. 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.

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. In 2015, Dominion purchased and cancelled $14 million and $3 million of the June 2006 hybrids and the September 2006 hybrids, respectively. In the first quarter of 2016, Dominion purchased and cancelled $38 million and $4 million of the June 2006 hybrids and the September 2006 hybrids, respectively. In July 2016, Dominion launched a tender offer to purchase up to $200 million in aggregate of additional June 2006 hybrids and September 2006 hybrids, which expired on August 1, 2016. In connection with the tender offer, Dominion purchased and cancelled $125 million and $74 million of the June 2006 hybrids and the September 2006 hybrids, respectively. All purchases were conducted in compliance with the applicable RCC. Also in July 2016, Dominion issued $800 million of 5.25% July 2016 hybrids. The proceeds were used for general corporate purposes, including to finance the tender offer. The July 2016 hybrids are listed on the NYSE under the symbol DRUA.

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 6.0% Equity Units, initially in the form of Corporate Units. The Corporate Units were listed on the NYSE under the symbols DCUA and DCUB, respectively.

Each Corporate Unit consisted of a stock purchase contract and 1/20 interest in a RSN issued by Dominion. The stock purchase contracts obligated the holders to purchase shares of Dominion 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 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 March 2016 and May 2016, Dominion successfully remarketed the $550 million 2013 Series A 1.07% RSNs due 2021 and the $550 million 2013 Series B 1.18% RSNs due 2019, respectively, pursuant to the terms of the related 2013 Equity Units. In connection with the remarketings, the interest rate on the Series A and Series B junior subordinated notes was reset to 4.104% and 2.962%, respectively, payable on a semi-annual basis and Dominion ceased to have the ability to redeem the notes at its option or defer interest payments. At December 31, 2016, the securities are included in junior subordinated notes in Dominion’s Consolidated Balance Sheets. Dominion did not receive any proceeds from the remarketings. Remarketing proceeds belonged to the investors holding the related 2013 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 for issuance of 8.5 million shares of its common stock on both April 1, 2016 and July 1, 2016. See Issuance of Common Stock below for a description of common stock issued by Dominion in April 2016 and July 2016 under the stock purchase contracts.

In July 2014, Dominion issued $1.0 billion of 2014 Series A 6.375% Equity Units, initially in the form of Corporate Units. In August 2016, Dominion issued $1.4 billion of 2016 Series A 6.75% Equity Units, initially in the form of Corporate Units. The Corporate Units are listed on the NYSE under the symbols DCUC and DCUD, respectively. The net proceeds from the 2016 Equity Units were used to finance the Dominion Questar Combination. See Note 3 for more information.

Each 2014 Series A Corporate Unit consists of a stock purchase contract and 1/20 interest in a 2014 Series A RSN issued by Dominion. Each 2016 Series A Corporate Unit consists of a stock purchase contract, a 1/40 interest in a 2016 Series A-1 RSN issued by Dominion and a 1/40 interest in a 2016 Series A-2 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.

Pursuant to the terms of the 2014 Equity Units and 2016 Equity Units, Dominion expects to remarket the 2014 Series A RSNs during the second quarter of 2017 and both the 2016 Series A-1 and 2016 Series A-2 RSNs during the third quarter of 2019. Following a successful remarketing, the interest rate on the RSNs will be reset, interest will be payable on a semi-annual basis and Dominion will cease to have the ability to redeem the RSNs at its option or defer interest payments. Proceeds of each remarketing will belong to the investors in the related equity units and will be held and applied on their behalf at the settlement date of the related stock purchase contracts to pay the purchase price to Dominion for issuance of its common stock.

Under the terms of the stock purchase contracts, assuming no anti-dilution or other adjustments, Dominion will issue between 11.6 million and 14.5 million shares of its common stock in July 2017 and between 15.0 million and 18.7 million shares in August 2019. A total of 40.9 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)
7/1/2014	20	$	982.0	$	1,000.0	1.500	%		4.875	%	$	142.8	7/1/2017	7/1/2020
8/15/2016⁽²⁾	28	$	1,374.8	$	1,400.0	2.000	%	⁽³⁾	4.750	%	$	190.6	8/15/2019


(1)	Payments of $94 million and $101 million were made in 2016 and 2015, respectively, including payments for the remarketed 2013 Series A and B notes. The stock purchase contract liability was $212 million and $115 million at December 31, 2016 and 2015, respectively.


(2)	The maturity dates of the $700 million Series A-1 RSNs and $700 million Series A-2 RSNs are August 15, 2021 and August 15, 2024, respectively.


(3)	Annual interest rate applies to each of the Series A-1 RSNs and Series A-2 RSNs.