VIRGINIA POWER

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 11-K/A

(Mark One):

 

 

 

 

    X    

 

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 2003.

 

 

 

 

 

or

 

 

 

         

 

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from _________ to ________________.

 

 

 

Commission File Number 333-110332

A.

Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

 

DOMINION SALARIED SAVINGS PLAN

 

 

B.

Name of issuer of the securities held pursuant of the plan and the address of its principal executive office:


DOMINION RESOURCES, INC.
120 Tredegar Street
Richmond, VA 23219

 

Explanatory Note

This Form 11-K/A amends and restates the annual report on Form 11-K filed June 23, 2004, to revise the report of the independent registered public accounting firm to only make reference to their audits having been conducted in accordance with standards of the Public Accounting Oversight Board (United States). There were no other changes to the previously filed financial statements of Dominion Salaried Savings Plan as of and for the year ended December 31, 2003 and 2002.

 

DOMINION SALARIED SAVINGS PLAN


TABLE OF CONTENTS                                                                                                                                                 

 

Page

 

 

Report of Independent Registered Public Accounting Firm

2

 

 

Financial Statements:

 

 

 

Statement of Net Assets Available for Benefits
as of December 31, 2003 and 2002

 
3

 

 

Statement of Changes in Net Assets Available
for Benefits for the year ended December 31, 2003


4

 

 

Notes to Financial Statements

5 - 11

 

 

Supplemental Schedules as of and for the Year Ended December 31, 2003:

Form 5500, Schedule H, Item 4(i): Schedule of Assets (Held at Year End)

12

 

 

Form 5500, Schedule H, Item 4(j): Schedule of Reportable Transactions

13

 

Page 2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Audit Committee and Organization, Compensation, and Nominating Committee of the
Board of Directors of Dominion Resources, Inc.

We have audited the accompanying statements of net assets available for benefits of the Dominion Salaried Savings Plan (the "Plan") as of December 31, 2003 and 2002, and the related statement of changes in net assets available for benefits for the year ended December 31, 2003. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2003 and 2002, and the changes in net assets available for benefits for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules listed in the Table of Contents are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules are the responsibility of the Plan's management. Such supplemental schedules have been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

/s/ Deloitte & Touche LLP

Richmond, Virginia
June 7, 2004

Page 3

DOMINION SALARIED SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS                                                                             

 

December 31,
         2003       

December 31,
         2002       

Assets:

Investments

$1,372,451,941

$ 1,129,695,651

Receivables

1,774,650

976,098

Cash

             43,425

                     ─

Total Assets

 1,374,270,016

 1,130,671,749

Liabilities:

Payables for Investments Purchased

1,885,952

572,791

Administrative Expenses Payable

327,031

14,576

Other

           510,976

            958,446

Total Liabilities

        2,723,959

         1,545,813

NET ASSETS AVAILABLE FOR BENEFITS

$1,371,546,057

$ 1,129,125,936

 

 

The accompanying notes are an integral part of the financial statements.

Page 4

DOMINION SALARIED SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2003                                                                                                                         

 

Additions:

Investment Income:

Dividends

$ 21,126,678

Interest

1,243,557

Net Appreciation in Fair Value of Investments

180,038,829

Income from Master Trust

        22,212,242

Total Investment Income

224,621,306

Contributions:

Participants

59,052,867

Participating Companies

        19,428,908

Total Contributions

78,481,775

Total Additions

      303,103,081

Deductions:

Benefits Paid to Participants

61,195,449

Administrative Expenses

          1,153,807

Total Deductions

        62,349,256

NET INCREASE IN NET ASSETS BEFORE TRANSFER

240,753,825

NET TRANSFER OF PARTICIPANTS' ASSETS TO THE
PLAN FROM OTHER PLANS

         1,666,296

NET INCREASE

242,420,121

NET ASSETS AVAILABLE FOR BENEFITS:

Beginning of Year

   1,129,125,936

End of Year

$ 1,371,546,057

 

 

The accompanying notes are an integral part of the financial statements.

Page 5

DOMINION SALARIED SAVINGS PLAN

NOTES TO FINANCIAL STATEMENT                                                                                                                      

1. DESCRIPTION OF PLAN

The following description of the Dominion Salaried Savings Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions.

a. GENERAL - The Plan is a defined contribution plan covering all salaried employees of the Participating Companies (see Note 1d) who are age 18 or older. Dominion Resources, Inc. (Dominion) is the designated Plan sponsor. The Plan administrator is Dominion Resources Services, Inc. (a subsidiary of Dominion). Mellon Bank, N.A. serves as the trustee of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

b. CONTRIBUTIONS - A maximum of 50% of the participant's eligible earnings and 35% of highly compensated employee's eligible earnings can be invested in the Plan. Of the 35%, up to 15% can be invested on a tax-deferred basis for highly compensated employees. Participating Companies contribute a matching amount equivalent to 50% of each participant's contributions, not to exceed 3% of the participant's eligible earnings, which is used to purchase Dominion common stock. For employees who have 20 or more years of service with Dominion or its subsidiaries, the Participating Companies' matching contribution is 66.7% of each participant's contributions, not to exceed 4% of participant's eligible earnings. Contributions are subject to certain Internal Revenue Code limitations.

c. PARTICIPANT ACCOUNTS - Individual accounts are maintained for each Plan participant. Each participant's account includes the effect of the participant's contributions and withdrawals, as applicable, and allocations of the Participating Companies' contributions, Plan earnings, and administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account.

d. PARTICIPANTS - Any subsidiary of Dominion may adopt the Plan for the benefit of its qualified salaried employees subject to approval of the Dominion Board of Directors.

e. VESTING - Participants become vested in their own contributions and the earnings on these amounts immediately, and in the Participating Companies' matching contributions and earnings after three years of service. Forfeited balances of terminated participants' non-vested accounts are used to reduce future Participating Companies' contributions.

f.   INVESTMENT OPTIONS

Employee Contributions: Upon enrollment in the Plan, a participant may direct employee contributions in any option (except the loan fund) in 1% increments totaling to 100%. Changes in investment options may be made at any time and become effective with the subsequent pay period. Participants can make unlimited transfers among existing funds.

Page 6

The Plan provides for employee contributions to be invested in the following:

Dominion Stock Fund

Interest in Master Trust:

Dresdner Large Cap Growth Fund (Dresdner Fund)

Certus Stable Value Fund (Certus Fund)

Common/Collective Trust:

Capital Guardian Balanced - Aggressive Growth

Capital Guardian Balanced - Conservative

Capital Guardian Balanced - Moderate

Large Cap Value Fund

Wilshire 4500 Index Fund

EB Mellon Total Return Fund

Mellon S&P 500 Index Daily Fund

Mutual Funds:

Real Estate Fund

Small Cap Value Fund

Small Cap Growth Fund

Euro Pacific Growth Fund

Company Contributions: Participating Companies matching contributions are automatically contributed into the Dominion Stock Fund. However, participants may transfer 100% of the value of their Company Match Account into another investment option at any time.

g. PARTICIPANT LOANS - Participants are eligible to secure loans against their plan account and repay the amount over a one to five-year period. The minimum loan amount is $1,000 and the maximum loan amount is the lesser of:

Loan transactions are treated as a transfer between the respective investment fund and the loan fund. The loans are interest bearing at one percentage point above the prime rate of interest. The rate is determined every quarter; however, the rate is fixed at the inception of the loan for the life of the loan.

Participants make repayments to the Plan on a bi-monthly basis. Any defaults in loans result in a reclassification of the remaining loan balances as taxable distributions to the participants.

Page 7

h. PAYMENTS OF BENEFITS - Distributions from the Plan are recorded on the valuation date when a participant's valid withdrawal request is processed by the recordkeeper. On termination of service, a participant may elect to receive either a lump-sum amount equal to the value of the participant's vested interest in his or her account, or defer the payment to a future time no later than the year in which the participant attains age 70 1/2. There were no amounts payable to participants at December 31, 2003 and 2002.

i. FLEXIBLE DIVIDEND OPTION - Participants are given the choice of (1) receiving cash dividends paid on vested shares held in their Dominion Stock Fund or (2) reinvesting the dividends in the fund.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. BASIS OF ACCOUNTING - The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

b. VALUATION OF INVESTMENTS:

(1) Dominion Stock Fund - The investments of the fund are stated at fair value based on the closing sales prices reported on the New York Stock Exchange on the last business day of the Plan year.

(2) Mutual Funds - Investments in mutual funds are valued at quoted market prices, which represent the net asset values of shares held by the Plan at year-end.

(3) Common/Collective Trusts - Investments in common/collective trust funds are stated at estimated fair values, which have been determined based on the unit values of the funds. Unit values are determined by the bank sponsoring such funds by dividing the fund's net assets by its units outstanding at the valuation dates.

(4) Investment in Certus Fund - The Certus Fund invests primarily in guaranteed investment contracts, which are valued at contract value. Contract value represents contributions made under the contract, plus earnings, less Plan withdrawals and administrative expenses.

(5) Investment in Dresdner Fund - Investments in the Dresdner Fund are stated at fair value based on the closing sales price reported on the New York Stock Exchange on the last business day of the Plan year.

c. INVESTMENT INCOME - Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividend income is recognized on the ex-dividend date.

Realized gains and losses on the sale of investments are determined using the average cost method.

Net investment income from mutual fund holdings includes dividend income and realized and unrealized appreciation/depreciation.

Page 8

d. EXPENSES - The Plan's expenses are accrued as incurred and paid by the Plan, as provided by the Plan document.

e. USE OF ESTIMATES - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits, and changes therein. Actual results could differ from those estimates.

f. CONCENTRATION OF INVESTMENTS - Included in the Plan's net assets available for benefits at December 31, 2003 and 2002, are investments in Dominion common stock amounting to $498 million and $449 million, respectively, whose value could be subject to change based upon market conditions.

3. INVESTMENTS

The following presents investments that represent 5% or more of the Plan's net assets available for benefits:

December 31,
         2003       

December 31,
         2002       

Dominion Common Stock *

$306,832,585

$271,848,106

Dominion Common Stock

190,901,181

177,604,415

Interest in Certus Fund

352,834,791

314,650,287

Small Cap Value Fund

75,249,260

--

Mellon S&P 500 Index Daily Fund

140,184,514

105,458,309

*Nonparticipant-directed

 

During 2003, the Plan's investments (including gains and losses on investments bought and sold) appreciated in value by $180 million as follows:

Investments at Fair Value:

Mutual Funds

$ 52,463,635

Dominion Common Stock

72,133,058

Investments at Estimated Fair Value:

Common/Collective Trust Funds

     55,442,136

Total

$180,038,829

Page 9

  1. NONPARTICIPANT-DIRECTED INVESTMENTS

Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows:

December 31,
         2003       

December 31,
         2002       

Net Assets:

Investments:

Dominion Common Stock

$ 306,832,585

$ 271,848,106

Common/Collective Trusts

         140,225

         312,089

Total Investments

306,972,810

272,160,195

Receivables:

Interest

564

1,750

Securities Sold

       1,093,311

           48,329

Total Receivables

1,093,875

50,079

Total Assets

308,066,685

272,210,274

Liabilities:

Payables for Investments Purchased

       1,162,596

          230,297

NET ASSETS AVAILABLE FOR BENEFITS

$ 306,904,089

$ 271,979,977

 

Year Ended
December 31,
         2003       

Changes in Net Assets:

Net Appreciation in Fair Value of Investments

$ 43,182,955

Dividend Income

12,245,099

Interest

4,946

Contributions

19,713,608

Benefits Paid to Participants

(11,012,928)

Administrative Expenses

(79,114)

Transfers to Participant-Directed Investments

(1,261,094)

Transfers of Participants' Assets to Other Plans

(27,869,360)

Net Increase in Net Assets

$ 34,924,112

 

Page 10

5. PLAN TERMINATION

Although it has not expressed any intention to do so, the Participating Companies have the right under the Plan to discontinue their contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event of any termination of the Plan, or upon complete or partial discontinuance of contributions, the accounts of each affected participant shall become fully vested.

6. PLAN INTEREST IN THE DOMINION MASTER TRUST

The Plan's investment in the Certus Fund and the Dresdner Fund are held in a Master Trust which was established for the investment of assets for the Plan and other employees benefit plans of Dominion and its subsidiaries. Mellon Bank, N.A. holds the assets of the Master Trust.

Certus Fund - As of December 31, 2003 and 2002, the Plan's interest in the net assets of the Certus Fund was approximately 59% and 61%, respectively. Investment income and administrative expenses relating to the Certus Fund are allocated to the individual plans based upon average monthly balances invested by each plan. The following table presents the value of the undivided investments (and related investment income) in the Certus Fund:

December 31,
         2003       

December 31,
         2002       

Guaranteed Investment Contracts (contract value)

$555,629,940

$485,616,190

Short-term Investment Fund (estimated fair value)

20,417,672

26,508,803

Corporate Debt Instruments

5,115,332

Registered Investment Companies

10,462,036

Cash

19,051

794,889

Interest Receivable

      2,080,126

      5,711,632

Total

$593,724,157

$518,631,514

Investment income for the Certus Fund is as follows:

Year Ended
December 31,
2003

Interest

$28,406,269

Net appreciation in fair value of investments

193,981

Less: Investment expenses

    1,726,914

Total

$26,873,336

 

The aggregate fair value of the investment contracts and short-term investments of the Certus Fund at December 31, 2003 and 2002 was $613 million and $545 million, respectively. The average yield of assets on December 31, 2003 and 2002 was estimated at 4.90% and 5.77%, respectively. Average duration of investment contracts within the Certus Fund at December 31, 2003 and 2002 was 3.25 and 2.82 years, respectively. The crediting interest rates used to determine fair value for the contracts as of December 31, 2003 ranged from 2.74% to 7.32%.

Page 11

Dresdner Fund - As of December 31, 2003 and 2002, the Plan's interest in the net assets of the Dresdner Fund was approximately 77% and 88%, respectively. Investment income and administrative expenses relating to the Dresdner Fund are allocated to the individual plans based upon average monthly balances invested by each plan. The following table presents the value of the undivided investments (and related investment income) in the Dresdner Fund Master Trust:

December 31,
         2003       

December 31,
         2002       

Dresdner Fund

$ 48,084,699

$ 31,906,649

Total

$ 48,084,699

$ 31,906,649

 

Investment income for the Dresdner Fund is as follows:

Year Ended
December 31,
2003

Interest

$      30,702

Dividends

429,822

Net appreciation in fair value of investments

   6,686,798

Total

$ 7,147,322

 

7. FEDERAL INCOME TAX STATUS

The Plan is a qualified employees' profit sharing trust and employee stock ownership plan under Sections 401(a), 401(k) and 404(k) of the Internal Revenue Code and, as such, is exempt from Federal income taxes under Section 501(a). Pursuant to Section 402(a) of the Internal Revenue Code, a participant is not taxed on the income and pretax contributions allocated to the participant's account until such time as the participant or the participant's beneficiaries receive distributions from the Plan.

The Plan obtained its latest determination letter on December 5, 2002, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, Dominion believes that the Plan is currently designed and operating in compliance with the applicable requirements of the Internal Revenue Code.

8. CHANGE OF PLAN YEAR

Effective December 31, 2002, the plan was changed to a calendar year plan.

Page 12

DOMINION SALARIED SAVINGS PLAN

SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 2003
FORM 5500, SCHEDULE H, ITEM 4(i): SCHEDULE OF ASSETS (HELD AT YEAR END)                           

 


Description


Cost

Current
Value

BSDT - Late Money Deposit Account

            $ 43,425

           $ 43,425

Dominion Resources, Inc. Common Stock*

       367,599,027

      497,733,766

Interest in Master Trust:

Dresdner Large Cap Growth Fund

24,449,440

36,871,415

Certus Stable Value Fund

      294,303,344

      352,834,791

      318,752,784

      389,706,206

Common/Collective Trusts:

TBC Inc. Pooled Employee Fund - Daily Liquidity

442,808

442,808

Capital Guardian Balanced - Aggressive Growth

18,475,759

21,521,510

Capital Guardian Balanced - Conservative

5,604,172

6,350,209

Capital Guardian Balanced - Moderate

48,469,170

55,992,433

Large Cap Value Fund

15,532,902

16,473,863

Wilshire 4500 Index Fund

13,858,981

15,853,218

EB Mellon Total Return Fund

19,386,010

21,210,104

Mellon S&P 500 Index Daily Fund

      122,732,014

     140,184,514

      244,501,816

     278,028,659

Mutual Funds:

Real Estate Fund

13,118,597

15,182,360

Small Cap Value Fund

59,318,153

75,249,260

Small Cap Growth Fund

55,713,614

61,652,322

Euro Pacific Growth Fund

       32,286,199

       35,275,841

     160,436,563

     187,359,783

Loans to Participants

       19,623,527

       19,623,527

TOTAL ASSETS HELD FOR INVESTMENT

$ 1,110,957,142

$ 1,372,495,366

* Permitted party-in-interest

 Page 13

DOMINION SALARIED SAVINGS PLAN

SUPPLEMENTAL SCHEDULE FOR THE YEAR ENDED DECEMBER 31, 2003
FORM 5500, SCHEDULE H, ITEM 4(j) - SCHEDULE OF REPORTABLE TRANSACTIONS                              

 

Single Transactions in Excess of Five Percent of Plan Assets

There are no reportable transactions.

Series of Transactions in Excess of Five Percent of Plan Assets

 

 


Shares/
Par Value


Security
Description


Transaction
Expense


Cost of
Purchases


Proceeds
From Sales

Costs of
Assets
Disposed


Gain/
Loss

1,018,029

Dominion Resources, Inc
Common Stock*

$        -

$61,037,666

$               -

$               -

$               -

1,362,174

Dominion Resources, Inc
Common Stock*

-

-

81,923,712

62,713,271

19,210,441

59,638,073

EB Temporary Investment
Fund

-

59,638,073

-

-

-

59,950,587

EB Temporary Investment
Fund

-

-

59,950,587

59,950,587

-

* A party-in-interest as defined by ERISA

  

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Dominion Resources, Inc. Administrative Benefits Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

DOMINION SALARIED SAVINGS PLAN
(name of plan)

 

Date: July 14, 2004

                      /s/ Anne M. Grier                         
Anne M. Grier
Chairman, Dominion Resources, Inc.
Administrative Benefits Committee