Obligation Dominion Power 4.6% ( US25746UCZ03 ) en USD

Dominion Power

82.151 % ▲

Etas-Unis

US25746UCZ03 ( en USD )

4.6% par an ( paiement semestriel )

14/03/2049

Prospectus brochure de l'obligation Dominion Energy US25746UCZ03 en USD 4.6%, échéance 14/03/2049

2 000 USD

400 000 000 USD

25746UCZ0

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

15/09/2025 ( Dans 34 jours )

Dominion Energy est une entreprise américaine d'énergie intégrée qui fournit de l'électricité et du gaz naturel à des millions de clients dans plusieurs États.

L'Obligation émise par Dominion Power ( Etas-Unis ) , en USD, avec le code ISIN US25746UCZ03, paye un coupon de 4.6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2049

L'Obligation émise par Dominion Power ( Etas-Unis ) , en USD, avec le code ISIN US25746UCZ03, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Dominion Power ( Etas-Unis ) , en USD, avec le code ISIN US25746UCZ03, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2
424B2 1 d717072d424b2.htm 424B2
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-219088
CALCULATION OF REGISTRATION FEE

Maximum
Title of Each Class of Securities
Aggregate
Amount of
to be Registered

Offering Price
Registration Fee (1)(2)
Senior Debt Securities

$600,000,000

$72,720

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
(2)
This "Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in the Company's Registration
Statement on Form S-3 (File No. 333-219088) in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus Dated June 30, 2017)
$600,000,000

Dominion Energy, Inc.
$400,000,000 2019 Series A 4.60% Senior Notes due 2049
$200,000,000 2018 Series B 4.25% Senior Notes due 2028
We are offering $400 million aggregate principal amount of our 2019 Series A 4.60% Senior Notes due 2049 (the Series A Senior Notes). The Series A Senior
Notes will bear interest at 4.60% per year and will mature on March 15, 2049. We will pay interest on the Series A Senior Notes on March 15 and September 15 of
each year, beginning September 15, 2019.
We are also offering $200 million aggregate principal amount of our existing 2018 Series B 4.25% Senior Notes due 2028 (the New Series B Senior Notes). The
New Series B Senior Notes will be issued under the Senior Indenture (as defined herein) pursuant to which, on June 5, 2018, we issued $300,000,000 aggregate
principal amount of our 2018 Series B 4.25% Senior Notes due 2028 (the Initial Series B Senior Notes, and together with the New Series B Senior Notes, the Series
B Senior Notes). The New Series B Senior Notes will have the same terms (other than issue date, initial interest payment date and public offering price) as the Initial
Series B Senior Notes and will rank pari passu with, and vote together with, the Initial Series B Senior Notes on any matter submitted to the holders of such series.
The New Series B Senior Notes will have the same CUSIP number and ISIN as the Initial Series B Senior Notes. We will pay interest on the Series B Senior Notes
semi-annually in arrears on June 1 and December 1 of each year. The initial interest payment date for the New Series B Senior Notes is June 1, 2019. The Series B
Senior Notes will mature on June 1, 2028.
We may redeem all or any of the Series A Senior Notes or the New Series B Senior Notes (collectively, the Senior Notes) at any time at the redemption prices
described in this prospectus supplement, plus accrued and unpaid interest.
No application is being made or is intended to be made for the listing or trading of the Series A Senior Notes or the New Series B Senior Notes on any securities
exchange or trading facility or to include them in any automated quotation system.
Investing in the Senior Notes involves risks. For a description of these risks, see "Risk Factors" on page S-10 of this prospectus supplement and the
Risk Factors section of our most recent Annual Report on Form 10-K and in our other reports filed with the Securities and Exchange Commission.
https://www.sec.gov/Archives/edgar/data/715957/000119312519071501/d717072d424b2.htm[3/12/2019 10:34:59 AM]

424B2

Public Offering
Underwriting
Proceeds to Dominion Energy

Price(1)

Discount

Before Expenses(1)

Per Series A Senior Note

99.967%

0.875%

99.092%
Series A Senior Notes Total

$ 399,868,000

$ 3,500,000

$
396,368,000
Per New Series B Senior Note

102.847%

0.650%

102.197%
New Series B Senior Notes Total

$ 205,694,000

$ 1,300,000

$
204,394,000

(1) With respect to the Series A Senior Notes, plus accrued interest from March 13, 2019, if settlement occurs after that date. With respect to the New Series B
Senior Notes, plus accrued interest from, and including, December 1, 2018 to, but excluding, the date of delivery, which must be paid by the purchasers of the
New Series B Senior Notes offered hereby. The total amount of accrued interest on March 13, 2019 will be $2,408,333.33.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The Senior Notes will be ready for delivery in book-entry form only through The Depository Trust Company and its direct participants, including Euroclear
Bank S.A./N.V. and Clearstream Banking, société anonyme, on or about March 13, 2019.
Joint Book-Running Managers

Scotiabank
SMBC Nikko

TD Securities
The date of this prospectus supplement is March 11, 2019.
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of the Senior Notes and certain other
matters relating to us and our financial condition. The second part, the accompanying base prospectus, gives more general information about Senior Debt
Securities we may offer from time to time, some of which does not apply to the Senior Notes we are offering at this time. Generally, when we refer to the
prospectus, we are referring to both parts of this document combined. To the extent the description of the Senior Notes in the prospectus supplement
differs from the description of Senior Debt Securities in the accompanying base prospectus, you should only rely on the information in the prospectus
supplement.
This document contains and refers you to information that you should consider when making your investment decision, including other offering
materials filed by us with the Securities and Exchange Commission (SEC). We have not authorized anyone, and we have not authorized the underwriters
to authorize anyone, to provide you with different information. We take no responsibility for, and can provide no assurance as to the reliability of, any
different or inconsistent information. This document may only be used where it is legal to sell these securities. The information which appears in this
document and which is incorporated by reference in this document may only be accurate as of the date of this prospectus supplement or the date of the
document in which incorporated information appears. Our business, financial condition, results of operations and prospects may have changed since the
date of such information.

S-2
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Page
About This Prospectus Supplement
S-2
Where You Can Find More Information
S-4
Forward-Looking Information
S-4
Prospectus Supplement Summary
S-7
Risk Factors
S-10
Use of Proceeds
S-10
Capitalization
S-11
Description of the Senior Notes
S-12
Book-Entry Procedures and Settlement
S-16
https://www.sec.gov/Archives/edgar/data/715957/000119312519071501/d717072d424b2.htm[3/12/2019 10:34:59 AM]

424B2
Material U.S. Federal Income Tax Considerations
S-20
Underwriting (Conflicts of Interest)
S-26
Legal Matters
S-30
Experts
S-30
Base Prospectus

Page
About This Prospectus

2
Where You Can Find More Information

2
Safe Harbor and Cautionary Statements

3
Dominion Energy

3
Risk Factors

4
Use of Proceeds

4
Description of Debt Securities

5
Additional Terms of the Senior Debt Securities

16
Additional Terms of the Junior Subordinated Debentures

18
Additional Terms of the Junior Subordinated Notes

19
Description of Capital Stock

20
Virginia Stock Corporation Act and the Articles and the Bylaws

22
Description of Stock Purchase Contracts and Stock Purchase Units

26
Plan of Distribution

26
Legal Matters

28
Experts

29

S-3
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our file number with the SEC is 001-08489.
Our SEC filings are available to the public over the Internet at the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is an important part of this prospectus supplement and information that we
file later with the SEC will automatically update or supersede this information. We make some of our filings with the SEC on a combined basis with two
of our subsidiaries, Virginia Electric and Power Company (Virginia Power) and Dominion Energy Gas Holdings, LLC (Dominion Energy Gas). Our
combined filings with the SEC represent separate filings by each of Virginia Power, Dominion Energy Gas and us. We incorporate by reference the
documents listed below (other than any portions of the documents not deemed to be filed) and any future filings made with the SEC under Sections 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), except those portions of filings that relate to Virginia Power
or Dominion Energy Gas as a separate registrant, until such time as all of the securities covered by this prospectus supplement have been sold:

· Annual Report on Form 10-K for the year ended December 31, 2018; and

· Current Reports on Form 8-K, filed January 2, 2019, January 30, 2019 and February 15, 2019.
You may request a copy of these filings, at no cost, by writing or telephoning us at:
Corporate Secretary, Dominion Energy, Inc., 120 Tredegar Street, Richmond, Virginia 23219, Telephone (804) 819-2000.
FORWARD-LOOKING INFORMATION
We have included certain information in this prospectus supplement or other offering materials which is "forward-looking information" as defined
by the Private Securities Litigation Reform Act of 1995. Examples include discussions as to our expectations, beliefs, plans, goals, objectives and future
financial or other performance or assumptions concerning matters discussed in this prospectus. This information, by its nature, involves estimates,
projections, forecasts and uncertainties that could cause actual results or outcomes to differ substantially from those expressed in the forward-looking
statement.
The businesses that we and our subsidiaries conduct are influenced by many factors that are difficult to predict, involve uncertainties that may
materially affect actual results and are often beyond our ability to control. We have identified a number of these factors in our annual and quarterly
https://www.sec.gov/Archives/edgar/data/715957/000119312519071501/d717072d424b2.htm[3/12/2019 10:34:59 AM]

424B2
reports as described under the heading RISK FACTORS and we refer you to that discussion for further information. These factors include but are not
limited to:

· Unusual weather conditions and their effect on energy sales to customers and energy commodity prices;

· Extreme weather events and other natural disasters, including, but not limited to, hurricanes, high winds, severe storms, earthquakes,

flooding and changes in water temperatures and availability that can cause outages and property damage to facilities;

S-4
Table of Contents

· Federal, state and local legislative and regulatory developments, including changes in federal and state tax laws and regulations;

· Changes to federal, state and local environmental laws and regulations, including those related to climate change, the tightening of emission

or discharge limits for greenhouse gases and other substances, more extensive permitting requirements and the regulation of additional
substances;

· Cost of environmental compliance, including those costs related to climate change;

· Changes in implementation and enforcement practices of regulators relating to environmental standards and litigation exposure for remedial

activities;

· Difficulty in anticipating mitigation requirements associated with environmental and other regulatory approvals or related appeals;

· Risks associated with the operation of nuclear facilities, including costs associated with the disposal of spent nuclear fuel, decommissioning,

plant maintenance and changes in existing regulations governing such facilities;

· Unplanned outages at facilities in which we have an ownership interest;

· Fluctuations in energy-related commodity prices and the effect these could have on our earnings and our liquidity position and the underlying

value of our assets;

· Counterparty credit and performance risk;

· Global capital market conditions, including the availability of credit and the ability to obtain financing on reasonable terms;

· Risks associated with Virginia Power's membership and participation in PJM Interconnection, L.L.C., including risks related to obligations

created by the default of other participants;

· Fluctuations in the value of investments held in nuclear decommissioning trusts and in benefit plan trusts by us;

· Fluctuations in interest rates or foreign currency exchange rates;

· Changes in rating agency requirements or credit ratings and their effect on availability and cost of capital;

· Changes in financial or regulatory accounting principles or policies imposed by governing bodies;

· Employee workforce factors including collective bargaining agreements and labor negotiations with union employees;

· Risks of operating businesses in regulated industries that are subject to changing regulatory structures;

· Impacts of acquisitions, including the recently completed acquisition of SCANA Corporation (SCANA), divestitures, transfers of assets to

joint ventures and retirements of assets based on asset portfolio reviews;

· Receipt of approvals for, and timing of, closing dates for other acquisitions and divestitures;

· Changes in rules for regional transmission organizations and independent system operators in which we participate, including changes in rate

designs, changes in the Federal Energy Regulatory Commission's (FERC) interpretation of market rules and new and evolving capacity
models;

· Political and economic conditions, including inflation and deflation;

· Domestic terrorism and other threats to our physical and intangible assets, as well as threats to cybersecurity;

S-5
Table of Contents
https://www.sec.gov/Archives/edgar/data/715957/000119312519071501/d717072d424b2.htm[3/12/2019 10:34:59 AM]

424B2
· Changes in demand for our services, including industrial, commercial and residential growth or decline in our service areas, changes in
supplies of natural gas delivered to our pipeline and processing systems, failure to maintain or replace customer contracts on favorable terms,

changes in customer growth or usage patterns, including as a result of energy conservation programs, the availability of energy efficient
devices and the use of distributed generation methods;

· Additional competition in industries in which we operate, including in electric markets in which our merchant generation facilities operate

and potential competition from the development and deployment of alternative energy sources, such as self-generation and distributed
generation technologies, and availability of market alternatives to large commercial and industrial customers;

· Competition in the development, construction and ownership of certain electric transmission facilities in our service territories in connection

with FERC Order 1000;

· Changes in technology, particularly with respect to new, developing or alternative sources of generation and smart grid technologies;

· Changes to regulated electric rates that we collect and regulated gas distribution, transportation and storage rates, including liquified natural

gas storage, that we collect;

· Changes in operating, maintenance and construction costs;

· Timing and receipt of regulatory approvals necessary for planned construction or growth projects and compliance with conditions associated

with such regulatory approvals;

· The inability to complete planned construction, conversion or growth projects at all, or with the outcomes or within the terms and time

frames initially anticipated, including as a result of increased public involvement or intervention in such projects;

· Adverse outcomes in litigation matters or regulatory proceedings, including matters acquired in the recently completed acquisition of

SCANA; and

· The impact of operational hazards, including adverse developments with respect to pipeline and plant safety or integrity, equipment loss,

malfunction or failure, operator error, and other catastrophic events.
Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking
statement to reflect events or circumstances after the date on which it is made.

S-6
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
In this prospectus supplement, unless otherwise indicated or the context otherwise requires, the words "Dominion Energy," "Company,"
"we," "our" and "us" refer to Dominion Energy, Inc., a Virginia corporation, and its subsidiaries and predecessors.
The following summary contains basic information about this offering. It may not contain all the information that is important to you. The
DESCRIPTION OF THE SENIOR NOTES section of this prospectus supplement and the DESCRIPTION OF DEBT SECURITIES and
ADDITIONAL TERMS OF THE SENIOR DEBT SECURITIES sections of the accompanying base prospectus contain more detailed information
regarding the terms and conditions of the Senior Notes. The following summary is qualified in its entirety by reference to the more detailed
information appearing elsewhere in this prospectus supplement and in the accompanying base prospectus.
DOMINION ENERGY
Dominion Energy, headquartered in Richmond, Virginia and incorporated in Virginia in 1983, is one of the nation's largest producers and
transporters of energy, with a portfolio of approximately 32,000 megawatts of electric generation, 10,200 miles of electric transmission lines, 84,800
miles of electric distribution lines, 15,900 miles of natural gas gathering, storage and transmission pipelines and 92,900 miles of gas distribution
pipeline, exclusive of service lines. We operate one of the nation's largest natural gas storage systems with approximately 1 trillion cubic feet of
storage capacity and serve nearly 7.5 million utility and retail energy customers.
We are focused on expanding our investment in regulated and long-term contracted electric generation, transmission and distribution and
regulated natural gas transmission and distribution infrastructure. Our nonregulated operations include merchant generation, energy marketing and
price risk management activities and natural gas retail energy marketing operations. Our operations are conducted through various subsidiaries,
including (i) Virginia Power, a regulated public utility that generates, transmits and distributes electricity for sale in Virginia and northeastern North
Carolina, (ii) Dominion Energy Gas, a holding company for certain of our regulated natural gas businesses, which conducts business activities
through a regulated interstate natural gas transmission pipeline and underground storage system, a local, regulated natural gas transportation and
distribution network and natural gas gathering and processing facilities, (iii) Dominion Energy Questar Corporation (Dominion Energy Questar), a
https://www.sec.gov/Archives/edgar/data/715957/000119312519071501/d717072d424b2.htm[3/12/2019 10:34:59 AM]

424B2
holding company for our primarily regulated natural gas businesses located in the Rocky Mountain region, including retail natural gas distribution in
Utah, Wyoming and Idaho and related natural gas development and production, and (iv) SCANA, a holding company for regulated businesses
primarily engaged in the generation, transmission and distribution of electricity in the central, southern and southwestern portions of South Carolina
and in the distribution of natural gas in North Carolina and South Carolina, as well as a business marketing natural gas to retail customers in the
southeast U.S.
Our address and telephone number are: 120 Tredegar Street, Richmond, Virginia 23219, Telephone (804) 819-2000.

S-7
Table of Contents
THE OFFERING
The Senior Notes
We are offering $400,000,000 aggregate principal amount of the Series A Senior Notes and $200,000,000 aggregate principal amount of the
New Series B Senior Notes. The Series A Senior Notes will mature on March 15, 2049, and the New Series B Senior Notes will mature on June 1,
2028.
Each series of Senior Notes will be represented by one or more global certificates that will be deposited with or held on behalf of and
registered in the name of The Depository Trust Company, New York, New York (DTC) or its nominee. This means that you will not receive a
certificate for your Senior Notes but, instead, will hold your interest through DTC, Euroclear Bank, S.A./N.V. (Euroclear) or Clearstream Banking,
société anonyme (Clearstream), if you are a participant in any of these clearing systems, or indirectly through organizations which are participants in
these systems. See BOOK-ENTRY PROCEDURES AND SETTLEMENT beginning on page S-16.
Interest
The Series A Senior Notes will bear interest at 4.60% per year, and the New Series B Senior Notes will bear interest at 4.25% per year.
Interest Payment Dates
Interest on the Series A Senior Notes will be payable semi-annually in arrears on March 15 and September 15, and interest on the New Series
B Senior Notes will be payable semi-annually in arrears on June 1 and December 1. The initial interest payment date for the Series A Senior Notes
will be September 15, 2019, and the initial interest payment date for the New Series B Senior Notes will be June 1, 2019.
Record Dates
So long as the Senior Notes remain in book-entry only form, the record date for each Interest Payment Date will be the close of business on
the business day before the applicable Interest Payment Date.
If the Senior Notes are not in book-entry only form, the record date for each Interest Payment Date will be the close of business on the
fifteenth calendar day prior to the applicable Interest Payment Date (whether or not a business day).
Ranking
Each series of Senior Notes will rank equally with all of our other senior unsecured indebtedness, will be senior in right of payment to all our
subordinated indebtedness and will be effectively subordinated to our secured debt, if any. The Senior Indenture contains no restrictions on the
amount of additional indebtedness that we may incur. Additionally, because we are a holding company that conducts all of our operations through
our subsidiaries, holders of Senior Notes generally will have a junior position to claims of creditors of our subsidiaries. See DESCRIPTION OF
THE SENIOR NOTES--Ranking beginning on page S-13.
Optional Redemption
We may redeem, at our option, some or all of the Series A Senior Notes at any time prior to September 15, 2048 (six months prior to the
maturity date), at the make-whole redemption price described in DESCRIPTION OF THE SENIOR NOTES--Optional Redemption, plus accrued
and unpaid interest to the Redemption Date. We may redeem, at our option, some or all of the New Series B Senior Notes at any time prior to
March 1, 2028 (three months prior to the maturity date), at the make-whole redemption price described in DESCRIPTION OF THE SENIOR
NOTES--Optional Redemption, plus accrued and unpaid interest to the Redemption Date.
https://www.sec.gov/Archives/edgar/data/715957/000119312519071501/d717072d424b2.htm[3/12/2019 10:34:59 AM]

424B2
The Senior Notes are not redeemable at the option of the holder.

S-8
Table of Contents
No Listing of the Senior Notes
No application is being made or is intended to be made for the listing or trading of the Senior Notes on any securities exchange or trading
facility or to include them in any automated quotation system.
Use of Proceeds
We intend to use the net proceeds from this offering for general corporate purposes and to repay short-term debt, including commercial paper.
See USE OF PROCEEDS on page S-10.
Conflicts of Interest
As described in USE OF PROCEEDS on page S-10, some of the net proceeds of this offering may be used for the repayment of short-term
debt, including commercial paper. If more than 5% of the net proceeds of this offering, not including underwriting compensation, will be received
by affiliates of certain underwriters in this offering, this offering will be conducted in compliance with FINRA Rule 5121, as administered by the
Financial Industry Regulatory Authority. Pursuant to that rule, the appointment of a qualified independent underwriter is not necessary in connection
with this offering. See UNDERWRITING--Conflicts of Interest on page S-29.

S-9
Table of Contents
RISK FACTORS
Your investment in the Senior Notes involves certain risks. Our business is influenced by many factors that are difficult to predict, involve
uncertainties that may materially affect actual results and are often beyond our control. We have identified a number of these factors under the heading
"Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2018, which are incorporated by reference in this prospectus
supplement. In consultation with your own financial and legal advisers, you should carefully consider, among other matters, the discussions of risks that
we have incorporated by reference before deciding whether an investment in the Senior Notes is suitable for you.
See WHERE YOU CAN FIND MORE INFORMATION on page S-4.
USE OF PROCEEDS
We intend to use the net proceeds from this offering for general corporate purposes and to repay short-term debt, which as of February 28, 2019
included $1.56 billion in outstanding commercial paper with a weighted average yield of 2.88% per year and a weighted average days to maturity of
approximately 35 days. See CAPITALIZATION on page S-11.

S-10
Table of Contents
CAPITALIZATION
The table below shows our unaudited capitalization on a consolidated basis as of December 31, 2018. The "As Adjusted for Other Transactions"
https://www.sec.gov/Archives/edgar/data/715957/000119312519071501/d717072d424b2.htm[3/12/2019 10:34:59 AM]

424B2
column reflects our capitalization after giving effect to (i) the recently completed acquisition of SCANA; (ii) the recently completed acquisition of the
outstanding public equity interests of Dominion Energy Midstream Partners, LP (Dominion Energy Midstream) and the subsequent repayment of certain
of Dominion Energy Midstream's outstanding debt obligations; (iii) SCANA's and South Carolina Electric & Gas Company's purchase of certain of their
respective outstanding debt securities pursuant to previously announced tender offers (collectively, the Other Transactions). The "As Fully Adjusted"
column reflects our capitalization after giving effect to the Other Transactions, this offering of Senior Notes and the intended use of the net proceeds from
this offering.
You should read this table along with our audited financial statements contained in our Annual Report on Form 10-K for the year ended
December 31, 2018. See WHERE YOU CAN FIND MORE INFORMATION on page S-4 and USE OF PROCEEDS on page S-10.

(unaudited)

December 31, 2018

(in millions)

As Adjusted
for Other
As Fully

Actual

Transactions
Adjusted
Cash and cash equivalents

$
268

$
581
$
581

Short-term debt

$ 4,031(1)

$
5,326
$ 4,723
Long-term debt:

Senior Notes and other long-term debt

26,328

31,572
32,173
Junior Subordinated Notes

3,430

3,430
3,430
Remarketable Subordinated Notes

1,386

1,386
1,386

Total long-term debt

31,144(2)(3)

36,388
36,989
Total equity

22,048

29,970
29,970

Total capitalization

$57,223

$
71,684
$71,682

(1)
Includes credit facility borrowings and securities due within one year, which includes the effect of unamortized debt issuance costs ($(3.4) million)
and unamortized discount ($(0.1) million).
(2)
Includes a $(19.5) million loss on fair value hedges.
(3)
Includes the effect of unamortized debt issuance costs ($(212.2) million), unamortized discount ($(53.0) million) net of unamortized premium
($20.4 million) and foreign currency remeasurement adjustments ($6.7 million).

S-11
Table of Contents
DESCRIPTION OF THE SENIOR NOTES
Set forth below is a description of the specific terms of the Senior Notes. The term "Senior Notes" includes both the Series A Senior Notes and the
New Series B Senior Notes. This description supplements, and should be read together with, the description of the general terms and provisions of the
Senior Debt Securities set forth in the accompanying base prospectus under the captions DESCRIPTION OF DEBT SECURITIES and ADDITIONAL
TERMS OF THE SENIOR DEBT SECURITIES and, to the extent it is inconsistent with the accompanying base prospectus, replaces the description in
the accompanying base prospectus. The Series A Senior Notes will be issued under our Senior Indenture dated as of June 1, 2015 (the Senior Indenture),
as supplemented and amended from time to time by supplemental indentures, including by the Sixteenth Supplemental Indenture, dated as of March 1,
2019 (the Sixteenth Supplemental Indenture). The New Series B Senior Notes will be issued under the Senior Indenture, as supplemented and amended
from time to time by supplemental indentures, including the Fifteenth Supplemental Indenture, dated as of June 1, 2018 (the Fifteenth Supplemental
Indenture). The following description is not complete in every detail and is subject to, and is qualified in its entirety by reference to, the description of the
Senior Debt Securities in the accompanying base prospectus, the Senior Indenture, the Sixteenth Supplemental Indenture and the Fifteenth Supplemental
Indenture. Capitalized terms used in this DESCRIPTION OF THE SENIOR NOTES that are not defined in this prospectus supplement have the meanings
given to them in the accompanying base prospectus, the Senior Indenture or Sixteenth Supplemental Indenture and Fifteenth Supplemental Indenture, as
applicable. In this DESCRIPTION OF THE SENIOR NOTES section, references to "Dominion Energy," "we," "us" and "our" mean Dominion Energy,
Inc., excluding any of its subsidiaries unless otherwise expressly stated or the context otherwise requires.
General
The Series A Senior Notes will be an unsecured senior obligation of Dominion Energy. The Series A Senior Notes will be initially limited in
aggregate principal amount to $400,000,000. We may, without the consent of the existing holders of the Series A Senior Notes, issue additional notes
having the same ranking and the same interest rate, maturity and other terms as the Series A Senior Notes. Any additional notes having such similar terms,
together with any of the Series A Senior Notes, will constitute a single series of notes under the Senior Indenture.
The New Series B Senior Notes will be issued as part of the Series B Senior Notes, which are Senior Debt Securities under the Senior Indenture.
The New Series B Senior Notes will have the same terms (other than issue date, initial interest payment date and public offering price) as the Initial Series
https://www.sec.gov/Archives/edgar/data/715957/000119312519071501/d717072d424b2.htm[3/12/2019 10:34:59 AM]

424B2
B Senior Notes and will rank pari passu with, and vote together with, the Initial Series B Senior Notes on any matter submitted to the holders of such
series. The Initial Series B Senior Notes were issued on June 5, 2018 in an aggregate principal amount of $300,000,000. Upon the issuance of the New
Series B Senior Notes, the outstanding aggregate principal amount of Series B Senior Notes will be $500,000,000. We may, without the consent of the
existing holders of the Series B Senior Notes, issue additional notes having the same ranking and the same interest rate, maturity and other terms as the
Series B Senior Notes. Any additional notes having such similar terms, together with the Series B Senior Notes, will constitute a single series of notes
under the Senior Indenture.
The entire principal amount of the Series A Senior Notes will mature and become due and payable, together with any accrued and unpaid interest
thereon, on March 15, 2049. The entire principal amount of the New Series B Senior Notes will mature and become due and payable, together with any
accrued and unpaid interest thereon, on June 1, 2028. The Senior Notes are not subject to any sinking fund provision. The Senior Notes are available for
purchase in denominations of $2,000 and any greater integral multiple of $1,000.
Interest
The Series A Senior Notes will bear interest at the rate of 4.60% per year from the date of original issuance. The New Series B Senior Notes will
bear interest at the rate of 4.25% per year from the date of original issuance.

S-12
Table of Contents
Interest is payable on the Series A Senior Notes semi-annually in arrears on March 15 and September 15 of each year (each, an Interest Payment
Date). The initial Interest Payment Date for the Series A Senior Notes is September 15, 2019. Interest is payable on the New Series B Senior Notes semi-
annually in arrears on June 1 and December 1 of each year (each, an Interest Payment Date). The initial Interest Payment Date for the New Series B
Senior Notes is June 1, 2019.
The amount of interest payable will be computed on the basis of a 360-day year of twelve 30-day months. If any date on which interest is payable
on the Senior Notes is not a business day, then payment of the interest payable on that date will be made on the next succeeding day which is a business
day (and without any interest or other payment in respect of any delay), with the same force and effect as if made on such date.
So long as the Senior Notes remain in book-entry only form, the record date for each Interest Payment Date will be the close of business on the
business day before the applicable Interest Payment Date. If the Senior Notes are not in book-entry only form, the record date for each Interest Payment
Date will be the close of business on the fifteenth calendar day before the applicable Interest Payment Date (whether or not a business day); however,
interest payable at maturity or upon redemption or repurchase will be paid to the person to whom principal is payable.
Ranking
The Senior Notes are our direct, unsecured and unsubordinated obligations, will rank equally with all of our other senior unsecured debt, will be
senior in right of payment to all of our subordinated indebtedness, and will be effectively subordinated to our secured debt, if any.
Because we are a holding company and conduct all of our operations through our subsidiaries, which include Virginia Power, Dominion Energy
Gas, Dominion Energy Questar, SCANA and other subsidiaries, our ability to meet our obligations under the Senior Notes is dependent on the earnings
and cash flows of those subsidiaries and the ability of those subsidiaries to pay dividends or to advance or repay funds to us. Certain of our regulated
subsidiaries may, from time to time, be subject to certain restrictions imposed by regulators on their ability to pay dividends or to advance or repay funds
to us. For a discussion of any current or potential restrictions, please refer to the quarterly and annual reports that we file with the SEC. Holders of Senior
Notes generally will have a junior position to claims of creditors of our subsidiaries, including trade creditors, debtholders, secured creditors, taxing
authorities, guarantee holders and any preferred stockholders. As of December 31, 2018, our subsidiaries, excluding SCANA, had approximately
$21.3 billion principal amount of outstanding long-term debt (including securities due within one year and credit facility borrowings). As of December
31, 2018, SCANA had approximately $6.8 billion principal amount of outstanding long-term debt (including securities due within one year and credit
facility borrowings).
The Senior Indenture contains no restrictions on the amount of additional indebtedness that we or our subsidiaries may incur or the amount of
preferred stock that our subsidiaries may issue. We and our subsidiaries expect to incur additional indebtedness from time to time.
Optional Redemption
The Series A Senior Notes are redeemable, in whole or in part at any time and from time to time prior to September 15, 2048 (six months prior to
the maturity date), at our option at a "make-whole" redemption price equal to the greater of:

· 100% of the principal amount of the Series A Senior Notes then outstanding to be redeemed, or

· the sum of the present values of the remaining scheduled payments of principal and interest on the Series A Senior Notes to be redeemed that
https://www.sec.gov/Archives/edgar/data/715957/000119312519071501/d717072d424b2.htm[3/12/2019 10:34:59 AM]

424B2
would be due if such Series A Senior Notes matured on September 15, 2048 but for the redemption (not including any portion of such

payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 25 basis points, as calculated by an Independent Investment
Banker,

S-13
Table of Contents
plus accrued and unpaid interest to the Redemption Date.
In addition, the Series A Senior Notes are redeemable, in whole or in part at any time and from time to time on or after September 15, 2048 (six
months prior to the maturity date), at our option at a redemption price equal to 100% of the principal amount of the Series A Senior Notes then
outstanding to be redeemed, plus accrued and unpaid interest thereon to the Redemption Date.
The New Series B Senior Notes are redeemable, in whole or in part, at any time and from time to time prior to March 1, 2028 (three months prior
to the maturity date), at our option at a "make-whole" redemption price equal to the greater of:

· 100% of the principal amount of the New Series B Senior Notes then outstanding to be redeemed, or

· the sum of the present values of the remaining scheduled payments of principal and interest on the New Series B Senior Notes to be redeemed
that would be due if such New Series B Senior Notes matured on March 1, 2028 but for the redemption (not including any portion of such

payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 25 basis points, as calculated by an Independent Investment
Banker,
plus accrued and unpaid interest to the Redemption Date.
In addition, the New Series B Senior Notes are redeemable, in whole or in part at any time and from time to time on or after March 1, 2028 (three
months prior to the maturity date), at our option at a redemption price equal to 100% of the principal amount of the New Series B Senior Notes then
outstanding to be redeemed, plus accrued and unpaid interest thereon to the Redemption Date.
"Adjusted Treasury Rate" means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity of
the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date.
The Adjusted Treasury Rate will be calculated on the third business day preceding the Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Senior Notes to be redeemed (assuming, for this purpose, that the Series A Senior Notes matured on September
15, 2048 and the New Series B Senior Notes matured on March 1, 2028) that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Senior Notes (Remaining Life).
"Comparable Treasury Price" for any Redemption Date means (1) the average of the Reference Treasury Dealer Quotations for the Redemption
Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than five
such Reference Treasury Dealer Quotations, the average of all such quotations.
"Independent Investment Banker" means, with respect to the Series A Senior Notes, Scotia Capital (USA) Inc., SMBC Nikko Securities America,
Inc. and TD Securities (USA) LLC and their respective successors or affiliates, as selected by us, or if any such firm is unwilling or unable to serve as
such, an independent investment and banking institution of national standing appointed by us.
"Independent Investment Banker" means, with respect to the New Series B Senior Notes, BNP Paribas Securities Corp. and Scotia Capital (USA)
Inc. and their respective successors or affiliates, as selected by us, or if any such firm is unwilling or unable to serve as such, an independent investment
and banking institution of national standing appointed by us.

S-14
Table of Contents
"Reference Treasury Dealer" means, with respect to the Series A Senior Notes:
https://www.sec.gov/Archives/edgar/data/715957/000119312519071501/d717072d424b2.htm[3/12/2019 10:34:59 AM]

Document Outline

#1">
- #1">