<SUBMISSION>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM U-9C-3 

QUARTERLY REPORT PURSUANT TO RULE 58 OF
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

For the Calendar Quarter Ended December 31, 2003

 

Dominion Resources, Inc.
Consolidated Natural Gas Company
(Name of registered holding companies)

 

120 Tredegar Street
Richmond, Virginia 23219
(Address of principal executive offices)

 

 

 

Table of Contents

 

 

Page

Item 1.

Organization Chart

2

Item 2.

Issuances and Renewals of Securities and Capital Contributions

7

Item 3.

Associate Transactions

9

Item 4.

Summary of Aggregate Investment

12

Item 5.

Other Investments

13

Item 6.

Financial Statements and Exhibits

13

 

 

 

Page 2

ITEM 1 - ORGANIZATION CHART




Name of Reporting Company


Energy or
Gas Related
  Company  



Date of Organization



State of Incorporation

% of Voting Securities     Held     




     Nature of Business      

 

 

 

 

 

 

Dominion Resources, Inc. ("DRI")(a)

 

 

 

 

 

 

Dominion Alliance Holding, Inc. ("DAH")

Energy Related

11/2000

Delaware

100%

Held an investment in Bridgeco for the purpose of developing the infrastructure necessary to operate the Alliance regional transmission organization.

 

Dominion Energy Technologies, Inc. ("DETI")

Energy Related

4/2001

Virginia

100%

Holds venture investments in energy technology companies.

 

Dominion Ohio ES, Inc. ("DOES")

Energy Related

5/2001

Ohio

100%

Provides engineering, construction and other services.

Dominion Technical Solutions, Inc. ("DTECH")

Energy Related

4/2002

Virginia

100%

Provides engineering, construction and other services.

 

Page 3

ITEM 1 - ORGANIZATION CHART (CONTINUED)




Name of Reporting Company


Energy or
Gas Related
  Company  



Date of Organization



State of Incorporation

% of Voting Securities     Held     




     Nature of Business      

 

 

 

 

 

 

Dominion Resources, Inc. ("DRI") (a)

 

 

 

 

 

 

Dominion Energy, Inc. ("DEI") (a)

 

 

 

 

 

 

 

Dominion Energy Exchange, Inc. ("DEE")

Energy Related

9/2000

Virginia

100%

Owns an interest in EIP Holdings, LLC ("EIP") which owns 66.34% of TradeSpark, LP, an electronic and telephonic marketplace for transactions in natural gas, electricity and other fuels.(b)

 

 

Dominion Cleveland Thermal, Inc. ("DCT")

Energy Related

10/2000

Ohio

100%

Produces steam and chilled water for retail customers in the Cleveland, Ohio area.

Dominion Energy Marketing, Inc. ("DEMI")

Energy Related

9/2000

Delaware

100%

Engages in the sale of energy on a portfolio basis.

 

 

Dominion Wagram, Inc. ("Wagram")

Energy Related

12/2001

North Carolina

100%

Holds contracts pertaining to a steam plant facility in Wagram, NC that serves Westpoint Stevens.

 

 

Dominion Energy Terminal Company, Inc. ("DETC")

Energy Related

2/2003

Virginia

100%

Holder of 20% General Partnership interest in Dominion Terminal Associates. Primarily engages in coal terminal services.

 

 

Dominion Wholesale, Inc. ("DWI") (NEW)

Energy Related

12/2003

Virginia

100%

Assists in the procurement, storage and maintenance of materials, machinery, equipment, and supplies.

 

 

Page 4

ITEM 1 - ORGANIZATION CHART (CONTINUED)




Name of Reporting Company


Energy or
Gas Related
  Company  



Date of Organization



State of Incorporation

% of Voting Securities     Held     




     Nature of Business      

Dominion Resources, Inc. ("DRI")(a)

 

 

 

 

 

 

Dominion Energy, Inc. ("DEI")(a)

 

 

 

 

 

 

 

Dominion Storage, Inc. ("DSI")(a)

 

 

 

 

 

 

 

 

Dominion Energy Canada Limited ("DECL")(a)

 

 

 

 

 

 

 

 

 

Dominion Energy Clearinghouse Canada, Inc. ("DECCI")

Energy Related

11/2002

Alberta, Canada

100%

Trading, hedging and marketing of production for Canadian operations.

 

 

Dominion Nuclear Projects, Inc. ("DNPI") (NEW)

Energy Related

8/2003

Virginia

100%

Manage development of new nuclear generation facilities.

 

 

 

Page 5

ITEM 1 - ORGANIZATION CHART (CONTINUED)




Name of Reporting Company


Energy or
Gas Related
  Company  



Date of Organization



State of Incorporation

% of Voting Securities     Held     




     Nature of Business      

 

 

 

 

 

 

Dominion Resources, Inc. ("DRI")(a)

 

 

 

 

 

 

Consolidated Natural Gas
Company ("CNG")(a)

 

 

 

 

 

Dominion Field Services, Inc. ("Field Services")

Gas Related

3/1977

Delaware

100%

Engages in activities involving Appalachian natural gas supply, including gathering and administration of supply contracts.

 

 

Dominion Iroquois, Inc. (a)

 

 

 

 

 

 

 

 

Iroquois Gas Transmission System, L.P. ("Iroquois")

Gas Related

12/1989

Delaware Partnership

24.72%

Owns and operates an interstate natural gas pipeline that transports Canadian gas to utilities and power generators in New York and New England.

 

 

Dominion Greenbrier, Inc. ("Greenbrier")

Gas Related

11/2000

Virginia

100%

Owns 100% of Greenbrier Pipeline Company, LLC. (c)

 

 

Dominion Oklahoma Texas Exploration & Production, Inc. ("DOTEPI")

Gas Related

9/2001

Delaware

100%

Engages in natural gas and oil exploration and production.

 

 

Page 6

ITEM 1 - ORGANIZATION CHART (CONTINUED)




Name of Reporting Company


Energy or
Gas Related
  Company  



Date of Organization



State of Incorporation

% of Voting Securities     Held     




     Nature of Business      

 

 

 

 

 

 

Dominion Resources, Inc. ("DRI")(a)

 

 

 

 

 

 

Consolidated Natural Gas
Company ("CNG")(a)

 

 

 

 

 

 

 

Dominion Natural Gas Storage, Inc. ("DNGS")

Gas Related

11/2001

Delaware

100%

Owns gas storage facilities, a brine pipeline and a gas interconnect pipeline.

 

 

Dominion Cove Point, Inc. ("Cove Point")

Gas Related

8/2002

Virginia

100%

Owns an interest in Dominion Cove Point LNG, LP, a liquefied natural gas import facility.

Dominion Transmission, Inc. ("DTI") (a)

 

 

 

Tioga Properties, LLC ("Tioga")

Gas Related

6/2002

Delaware

100%

Owns a developmental underground natural gas storage system.

 

(a) Directly or indirectly holds interests in energy-related or gas-related companies.

(b) DEE's voting rights in EIP cannot exceed 9.9% unless (i) its economic interest is less than 10% or (ii) it elects to increase its voting rights to equal its economic interest.

(c) Greenbrier Pipeline Company, LLC plans to develop, construct and own a pipeline to meet increased demand for natural gas in the Appalachian and Piedmont regions. Greenbrier acquired an additional 33% interest in Greenbrier Pipeline Company, LLC in November 2003.

(d) Not used.

(e) Not used.

 

Page 7

ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS (f) (g)


Company issuing security    (Borrower)   


Type of security     issued    


Principal amount of      security     



Issue or  renewal 



Cost of    capital   

Person to whom issued
  (Lender) 


Collateral given with    security   


Consideration received for  each security 

None

 

 

 

 

 

 

 

 

 

Company
Contributing
      Capital      

Company
Receiving
     Capital     


Type and Amount of
Capital Infusion

DEI

DCT

$26,869 capital contribution

DEI

DEMI

$446,952 capital contribution

DEI

Wagram

$22,085 capital contribution

DEI

DWI

Common stock of $1,000

DEI

DNPI

Common stock of $1,000

CNG

Iroquois

$74,928 capital contribution

CNG

Field Services

$394,250 capital contribution

 

(f) The chart reflects net advances made by Lenders to Borrowers during the fourth quarter of 2003. Advances are evidenced by book entries and were made pursuant to Rule 52. See also the DRI Form U-6B-2 filed for the fourth quarter of 2003.

 

 

Page 8

ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS (continued)

 

(g) All of the following DRI Money Pool activity occurred from October through December 2003 for the participating energy-related and gas-related companies included in this U-9C-3.

DRI Money Pool
(In Thousands)


Company

Beginning
Balance


Withdrawals


Contributions

Ending
Balance

 

 

 

 

 

Field Services

$37,792

$149,472

$115,918

$4,238

Dominion Iroquois

4,488

2,504

565

2,549

Greenbrier

(18,675)

9,454

--

(28,129)

DOTEPI

(89,698)

167,955

116,884

(140,769)

DNGS

(18,275)

72

115

(18,232)

DAH

(6,406)

--

78

(6,328)

 

Additionally, as of December 31, 2003 there remained outstanding the following guarantees and letters of credit.

Guarantees
(In Thousands)


Company


Guarantor


Amount

 

 

 

Field Services

CNG

$177,300

DOTEPI

CNG

346,700

DNGS

CNG

265

Greenbrier

DRI

287,537

DEMI

DRI

548,750

DECCI

DRI

92,179

 

 

 

 

Page 9

ITEM 3 - ASSOCIATE TRANSACTIONS

 

Part I - Transactions Performed by Reporting Companies on Behalf of Associate Companies (h)


Reporting Company     Rendering Service  


Associate Company   Receiving Service  

Types of Services   Rendered  

Direct
Costs
Charged

Indirect
Costs
Charged


Cost of Capital

Total
Amount
   Billed   

DOES

Dominion Equipment, Inc. (i)

Engineering Services

$7,842

0

0

$7,842

DTECH

Fairless Energy, LLC (j)

Engineering Services

$91,069

0

0

$91,069

DTECH

Dresden Energy, LLC (j)

Engineering Services

$943

0

0

$943

DTECH

Pleasants Energy, LLC (k)

Engineering Services

$1,128

0

0

$1,128

DTECH

Armstrong Energy Limited Partnership, LLLP (l)

Engineering Services

$33,782

0

0

$33,782

DTECH

Troy Energy, LLC (m)

Engineering Services

$15,302

 

 

$15,302

Field Services

Dominion Transmission, Inc. (o)

Sales of Extracted Products, & Rental fees

$4,496,833

0

0

$4,496,833

Field Services

Dominion Exploration & Production, Inc. (p)

Fuel Management Services

$49,889

0

0

$49,889

Field Services

Dominion Appalachian Development Properties, LLC (q)

Fuel Management Services

$3,598

0

0

$3,598

(h) As per Rules 80 and 81, natural gas supply, storage or transportation capacity transactions are not reported hereunder. Services provided by or to Dominion Resources Services, Inc. ("DRS") are billed pursuant to standard at-cost service agreements between DRS and Dominion Resources, Inc. subsidiaries. Information with respect to transactions under such agreements is not provided in this report, but is provided by Form U-13-60.

(i) Services provided by DOES to Dominion Equipment, Inc. are provided pursuant to service agreements dated June 1, 2001 in the form of Exhibit B to the DRI Form U-9C-3 filed for the fourth quarter of 2001.

(j) Services provided by DTECH to Dresden Energy, LLC and Dominion Equipment III, Inc. as agent for Fairless Energy, LLC are provided pursuant to service agreements dated August 1, 2002 in the form of Exhibits D and E respectively, to the DRI Form U-9C-3 filed for the third quarter of 2002.

(k) Services provided by DTECH to Pleasants Energy, LLC are provided pursuant to service agreements dated August 1, 2002 in the form of Exhibit B to the DRI Form U-9C-3 filed for the second quarter of 2003.

(l) Services provided by DTECH to Armstrong Energy Limited Partnership, LLLP are provided pursuant to service agreements dated August 1, 2002 in the form of Exhibit C to the DRI Form U-9C-3 filed for the third quarter of 2002.

Page 10

 

(m) Services provided by DTECH to Troy Energy, LLC are provided pursuant to service agreements dated August 1, 2002 in the form of Exhibit C to the DRI Form U-9C-3 filed for the second quarter of 2003.

(n) Not used.

(o) Services provided by Field Services to DTI are provided pursuant to a service agreement dated April 23, 2001 in the form of Exhibit A(e) to the CNG Form U-9C-3 filed for the second calendar quarter of 2002.

(p) Services provided at cost.

(q) Services provided by Field Services to Dominion Appalachian Development, Inc. are provided pursuant to a service agreement dated May 1, 2002 in the form of Exhibit A(g) to the CNG Form U-9C-3 filed for the second calendar quarter of 2002.

Page 11

ITEM 3 - ASSOCIATE TRANSACTIONS (continued)

Part II - Transactions Performed by Associate Companies on Behalf of Reporting Companies (h)


Associate Company   Rendering Service  


Reporting Company     Receiving Service  

Types of Services   Rendered  

Direct
Costs
Charged

Indirect
Costs
Charged


Cost of Capital

Total
Amount
   Billed   

DTI

Field Services (r)

Operations & Maintenance Services

$132,620

$14,216

0

$146,836

DTI

Greenbrier (s)

Administration, Engineering, Operations & Maintenance Services

$65,794

$1,423

0

$67,217

DTI

DNGS (t)

Administration, Engineering, Operations & Maintenance Services

$10,624

$485

0

$11,109

DTI

Dominion Cove Point LNG, LP (u)

Engineering, Operations & Maintenance Services

$651,125

$116,336

0

$767,461

DTI

Tioga (v)

Administration, Engineering, Operations, Accounting, Marketing & Storage Services

$12,839

$1,488

0

$14,326

Dominion Exploration & Production, Inc.

DOTEPI (w)

Operations & Maintenance of Gas Properties

$9,094,003

0

0

$9,094,003

(r) Services provided by DTI to Field Services are provided pursuant to agreements in the form of Exhibit A(i) to the CNG Form U-9C-3 filed for the second calendar quarter of 2002.

(s) Services provided by DTI to Greenbrier are provided pursuant to a service agreement dated January 1, 2001, in the form of Exhibit B to the CNG Form U-9C-3 filed for the first calendar quarter of 2001.

(t) Services provided by DTI to DNGS are provided pursuant to a service agreement dated December 1, 2001 in the form of Exhibit A(l) to the CNG Form U-9C-3 filed for the third calendar quarter of 2002.

(u) Services provided by DTI to Dominion Cove Point LNG, LP are provided pursuant to a service agreement dated August 30, 2002 in the form of Exhibit A(m) to the CNG Form U-9C-3 filed for the third calendar quarter of 2002.

(v) A copy of the Service Agreement between DTI and Tioga Properties, LLC dated July 1, 2002 in the form of Exhibit A(o) to the CNG Form U-9C-3 filed for the fourth calendar quarter of 2002.

(w) Services provided by Dominion Exploration & Production, Inc. to DOTEPI are provided pursuant to a Market Services Agreement dated November 1, 2001 in the form of Exhibit A(k) to the CNG Form U-9C-3 filed for the second calendar quarter of 2002.

Page 12

ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT

Investments in energy-related companies (in thousands):

Total consolidated capitalization of DRI as of December 31, 2003

 


$29,274,756(x)

 


Line 1

 

 

 

 

 

Total capitalization multiplied by 15% (Line 1 multiplied by 0.15)

 


        4,391,213

 


Line 2

 

 

 

 

 

Greater of $50 million or line 2

 

 

$4,391,213

Line 3

 

 

 

 

 

Total current aggregate investment: (categorized by major line of energy-related business)

 

 

 

 

 

 

 

 

 

Energy-related business by category

 

 

 

 

Category 2

 

10

 

 

Category 5

 

641,612

 

 

Category 6

 

13,752

 

 

Category 7

 

8,236

 

 

Category 9

 

                   2

 

 

 

 

 

 

 

Total current aggregate investment (y)

 

 

      663,612

Line 4

 

 

 

 

 

Difference between the greater of $50 million or 15% of capitalization and the total aggregate investment of the registered holding system
(line 3 less line 4)

 

 

$3,727,601

Line 5

Investments in gas-related companies (in thousands):

Total current aggregate investment: (categorized by major line of gas-related business) (z)

 

 

 

Gas exploration and production

 

2,470,751

 

Gas sales and storage services

 

552,412

 

Gas transportation

 

       339,990

                   

 

 

 

$3,363,153

 

(x) Includes short-term debt of $1,451,791.

(y) Includes guarantees of $640,929.

(z) Includes guarantees of $811,802.

Page 13

ITEM 5 - OTHER INVESTMENTS

 

Major Line of Energy-Related Business

Other Investment in Last U-9C-3 Report

Other Investment in this U-9C-3 Report

Reason for Difference
in Other Investment

 

 

 

 

None.

 

ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS

A. Financial Statements

Balance sheets as of December 31, 2003 and income statements for the three-months and year ended December 31, 2003 for the following companies are filed under confidential treatment pursuant to Rule 104(b):

DEE

DAH

DETI

DCT

DOES

Wagram

DTECH

DEMI

Field Services

Greenbrier

DOTEPI

DNGS

Cove Point

Tioga

DETC

DECCI

DWI

DNPI

 

 

B. Exhibits

The certificate as to filing with interested state commissions is attached hereto as Exhibit A.

 

 

SIGNATURE

The undersigned registered holding companies have duly caused this quarterly report to be signed on their behalf by the undersigned attorney thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935.

DOMINION RESOURCES, INC.

 

By:      /s/ James F. Stutts          
        James F. Stutts
        Its Attorney

CONSOLIDATED NATURAL GAS COMPANY

 

By:      /s/ James F. Stutts          
        James F. Stutts
        Its Attorney

 

Dated: March 24, 2004

 

Exhibit A

 

CERTIFICATE

 

 

The undersigned certifies that she is the duly designated and acting attorney of Dominion Resources, Inc., a Virginia corporation ("DRI") and Consolidated Natural Gas Company, a Delaware corporation ("CNG") and that:

The Combined Quarterly Report for DRI and CNG on Form U-9C-3 filed pursuant to Rule 58 for the quarter ended December 31, 2003 was filed with each state commission having jurisdiction over the retail rates of the public utility companies that are associate companies of any of the reporting companies.

The names and addresses of such state utility commissions are:

Utilities Department
Public Utility Commission of Ohio
180 Broad Street
Columbus, OH 43266-0573

Executive Secretary
West Virginia Public Service Commission
201 Brooks Street
Charleston, WV 25301

Secretary
Pennsylvania Public Utility Commission
North Office Building
Commonwealth Avenue and North Street
Harrisburg, PA 17101

Director, Public Utility Accounting
Virginia State Corporation Commission
1300 East Main Street
Richmond, VA 23219

Chief Clerk
North Carolina Utilities Commission
4325 Mail Service Center
Raleigh, North Carolina 27699-4325

 

 

IN WITNESS WHEREOF, I have hereunto set my hand as of the 24th day of March 2004.

 

        /s/ Sharon L. Burr            
Sharon L. Burr
Attorney for
Dominion Resources, Inc.
Consolidated Natural Gas Company