-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HF6lQI8NJ6KWiStRRK0NIj+lWj33nfi8WVF71jBiHZB+LFksdSgwrhRF9RQYE3bx uYhavw0qosKvXzc8zrfxGg== 0000715957-97-000021.txt : 19970303 0000715957-97-000021.hdr.sgml : 19970303 ACCESSION NUMBER: 0000715957-97-000021 CONFORMED SUBMISSION TYPE: U-3A-2 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970228 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOMINION RESOURCES INC /VA/ CENTRAL INDEX KEY: 0000715957 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 541229715 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-3A-2 SEC ACT: 1935 Act SEC FILE NUMBER: 069-00278 FILM NUMBER: 97547590 BUSINESS ADDRESS: STREET 1: 901 E BYRD ST, WEST TOWER STREET 2: P O BOX 26532 CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8047755700 MAIL ADDRESS: STREET 1: P O BOX 26532 STREET 2: 901 EAST BYRD STREET CITY: RICHMOND STATE: VA ZIP: 23261 U-3A-2 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM U-3A-2 File No. 69-278 FOR FISCAL YEAR ENDED DECEMBER 31, 1996 Statement by Holding Company Claiming Exemption Under Rule U-3A-2 from the Provisions of the Public Utility Holding Company Act of 1935 To Be Filed Annually Prior to March 1 DOMINION RESOURCES, INC. (Name of Company) hereby files with the Securities and Exchange Commission pursuant to Rule 2, its statement claiming exemption as a holding company from the provisions of the Public Utility Holding Company Act of 1935, and submits the following information: 1. Name, State of organization, location and nature of business of claimant and every subsidiary thereof, other than any exempt wholesale generator (EWG) or foreign utility company in which claimant directly or indirectly holds an interest as of December 31, 1996. State of Location and Name Organization Nature of Business Dominion Resources, Inc. Virginia Richmond, Virginia - Holding Company Subsidiaries of Dominion Resources, Inc. Virginia Electric and Power Company Virginia Virginia and North Carolina- Electric utility Dominion Capital, Inc. (1) Virginia Richmond, Virginia - Financial services, land development Dominion Energy, Inc. (1) Virginia Richmond, Virginia - Nonutility power production and gas and oil development Dominion U.K. Holding, Inc. Virginia Richmond, Virginia - Holding company Subsidiaries of Dominion U.K. Holding, Inc. DEI U.K., Inc. Virginia Richmond, Virginia- Equity holding Dominion Energy U.K., Inc. Virginia Queensland, Australia- Equity holding State of Location and Name Organization Nature of Business Subsidiary of Dominion Energy U.K., Inc., DEI U.K., Inc. and DR Nottingham Investments DR Investments United Kingdom United Kingdom - Financing company Subsidiary of DR Investments DR Investments (UK) PLC United Kingdom United Kingdom - Holding company and issuer of debt securities Subsidiary of DEI U.K., Inc. and Dominion Energy U.K., Inc. DR Nottingham Investments United Kingdom United Kingdom -Financing/ Holding company Subsidiaries of Virginia Electric and Power Company Virginia Power Fuel Corporation Virginia Richmond, Virginia - Nuclear fuel procurement Virginia Power SPC-I, Inc. Virginia Richmond, Virginia - Special purpose corporation A&C Enercom, Inc. Virginia Richmond, Virginia - Sales of energy services Subsidiaries of Dominion Capital, Inc. Rincon Securities Inc. New York Richmond, Virginia - Investment company Dominion Financing, Inc. Virginia Richmond, Virginia - Special purpose medium-term financing subsidiary Blue Ridge Securities, Inc. Virginia Richmond, Virginia - Investment company Louisiana Hydroelectric Virginia Richmond, Virginia - Capital Corporation Investment company Vidalia Audit, Inc. Virginia Richmond, Virginia - Audit company for hydroelectric project America's Utility Fund Service Virginia Richmond, Virginia - Company Mutual Fund administrator Project America, Inc. Virginia Richmond, Virginia - Mutual Fund broker-dealer Rosemont/DCI Properties, Inc. Virginia Richmond, Virginia - Real estate investment Shoulders Hill/DCI Properties, Inc. Virginia Richmond, Virginia - Real estate investment State of Location and Name Organization Nature of Business Subsidiaries of Dominion Capital, Inc. (continued) Edgen, Inc. Delaware Richmond, Virginia - Real estate holding company Stanton Associates, Inc. Virginia Norfolk, Virginia - Real estate holding company Williams Court/DCI Properties, Inc. Virginia Richmond, Virginia - Real estate investments Dominion Lands, Inc. Virginia Richmond, Virginia - Land development Virginia Financial Ventures, Inc. Virginia Richmond, Virginia - Commercial finance Dominion Land Management Company Virginia Richmond, Virginia - Real estate management Trilon Dominion Partners, L.L.C. Delaware New York, New York - Venture capital investments Dominion Venture Investments, Inc. Virginia Richmond, Virginia - Middle market commercial lending Catalyst Old River Hydroelectric Louisiana Vidalia, Louisiana - Limited Partnership Electric power production Electronic Lighting, Inc. Delaware Menlo Park, California - Lighting control systems Dominion Mortgage Services, Inc. Virginia Richmond, Virginia - Mortgage services OptaCor Financial Services Company Virginia Linthicum, Maryland - Direct mail unsecured consumer loans Stonehouse L.L.C. Virginia Toano, Virginia - Real estate investment Subsidiary of Stonehouse L.L.C. Stonehouse Realty Company Virginia Toano, Virginia- Real estate sales/marketing Subsidiaries of Dominion Venture Investments,Inc. Cambrian Capital Partners L.P. Delaware Houston, Texas - Oil/Gas financial lending Cambrian Capital Corporation Delaware Houston, Texas - Oil/Gas financial lending Subsidiary of Cambrian Capital Corporation Triassic Energy Corporation Delaware Houston, Texas - Oil/Gas financial lending State of Location and Name Organization Nature of Business Subsidiary of Cambrian Capital Partners L.P. and Triassic Eneregy Corporation Triassic Energy Partners L.P. Delaware Houston, Texas - Oil/gas financial lending Subsidiaries of Dominion Mortgage Services, Inc. Meritech Mortgage Services, Inc. Texas Fort Worth, Texas - Services mortgage loans Mortgage Finance, Inc. Virginia Richmond, Virginia - Broker/lender services Saxon Asset Securities Company Virginia Richmond, Virginia - Securitization Saxon Holding, Inc. Virginia Richmond, Virginia - Shell company Subsidiaries of Saxon Holding, Inc. Saxon Mortgage, Inc. Virginia Richmond, Virginia - Mortgage originations America's MoneyLine, Inc. Virginia Richmond, Virginia - Direct marketing Subsidiaries of Dominion Land Management Company Bridgeway Management Company Virginia Suffolk, Virginia - Real estate management Governor's Land Management Virginia James City County, Company, Inc. Virginia - Real estate management Old North State Management Company Virginia New London, North Carolina - Real estate management Stonehouse Management Company Virginia Toano, Virginia - Real estate management Waterford Management Company Virginia Houston, Texas - Real estate management Subsidiaries of Trilon Dominion Partners, L.L.C. Shepherd Surveillance Solutions, Inc. Nevada Manchester, New Hampshire - Digital imaging software Advanced Materials Group, Inc. Nevada Carson, California - Packaging and container products Caldera Technologies Corp. Canada Covington, Louisiana - Water treatment systems Wilshire Technologies, Inc. California Carlsbad, California - Medical supplies AccessWare, Inc. Delaware Houston, Texas - Modular software EPL Technologies, Inc. Colorado West Conshohocken, Pennsylvania - Food processing technologies State of Location and Name Organization Nature of Business Subsidiaries of Trilon Dominion Partners, L.L.C. (continued) Morrison International Pennsylvania Sarasota, Florida - Manufacture/market vision correction systems Outlook Software Corporation Delaware Dallas, Texas - Develop/market software for real estate, small business and consumers Subsidiary of Stanton Associates, Inc. Goodman Segar Hogan, Inc. Virginia Norfolk, Virginia - Real estate company Subsidiaries of Goodman Segar Hogan, Inc. Stanton Associates One Virginia Norfolk, Virginia - Real estate investment Goodman Segar Hogan Hoffler, Inc. Virginia Norfolk, Virginia - Real estate company Denbigh Shopping Center Associates Virginia Norfolk, Virginia - Real estate investment GSH/Stanton Associates, L.P. Virginia Norfolk, Virginia - Real estate investment Stanton Associates Two Virginia Norfolk, Virginia - Real estate investment Hogan Stanton, Inc. Virginia Norfolk, Virginia - Real estate investment Hogan Stanton Properties, Inc. Virginia Norfolk, Virginia - Real estate investment Hogan Stanton Investment, Inc. Virginia Norfolk, Virginia - Real estate investment Air Cargo Associates Virginia Norfolk, Virginia - Operating Partnership-Real estate Baxter Road Associates Virginia Norfolk, Virginia - Operating Partnership-Real estate Goodman Segar Hogan of Virginia Norfolk, Virginia - Orlando, Inc. Operating partnership - Real estate Historic Towne Square Company Virginia Norfolk, Virginia - Operating Partnership-Real estate American Storage Properties, Inc. Virginia Norfolk, Virginia - Real estate investment Goodman Segan Hogan of Virginia Norfolk, Virginia - World Trade Center, Inc. Real estate investment World Trade Center Associates, Virginia Norfolk, Virginia - L.P. Operating Partnership- Real estate Goodman Segar Hogan of Virginia Norfolk, Virginia - Southern Shopping Center Real estate investment State of Location and Name Organization Nature of Business Subsidiaries of Goodman Segar Hogan of Orlando, Inc. Curry Ford Florida Orlando, Florida - Real estate investment University Square Florida Orlando, Florida - Real estate investment Subsidiary of Stanton Associates One Brown Farm Associates Virginia Norfolk, Virginia - Operating partnership-Real estate Subsidiary of Denbigh Shopping Center Associates Turnbarr Associates Virginia Norfolk, Virginia - Operating partnership-Real estate Subsidiary of Stanton Associates Two Salem Lakes Commercial Associates Virginia Norfolk, Virginia - Operating partnership - Real estate Subsidiary of Hogan Stanton, Inc. HS Advisors, Ltd. Virginia Norfolk, Virginia - Real estate investment Subsidiary of Hogan Stanton Properties, Inc. HS Advisors II, Ltd. Virginia Norfolk, Virginia - Real estate investment Subsidiary of Hogan Stanton Investments, Inc. HS Advisors III, Ltd. Virginia Norfolk, Virginia - Real estate investment Subsidiary of American Storage Properties, Inc. GSH/American Storage Virginia Norfolk, Virginia - Properties Associates, L.P. Real estate investment Subsidiary of Goodman Segar Hogan, Inc. and Goodman Segar Hogan Hoffler, Inc. Goodman Segar Hogan Hoffler L.P. Virginia Norfolk, Virginia - Real estate brokerage, and management Subsidiary of Goodman Segar Hogan Hoffler, Inc. Goodman Segar Hogan Hoffler Virginia Norfolk, Virginia - Construction, Inc. Real estate construction general partner Subsidiary of Goodman Segar Hogan Hoffler Construction, Inc. and Goodman Segar Hogan Hoffler L.P. Goodman Segar Hogan Hoffler Virginia Norfolk, Virginia - Construction, L.P. Real estate construction Subsidiary of Edgen, Inc. H-W Properties, Inc. Delaware Houston, Texas - Real estate investment State of Location and Name Organization Nature of Business Subsidiary of H-W Properties, Inc. Waterford Harbor Realty, Inc. Texas Houston, Texas - Real estate management Subsidiary of Virginia Financial Ventures, Inc. First Source Financial LLP Illinois Prospects Heights, Illinois - Middle market commerical lending Subsidiaries of Dominion Lands, Inc. Widewater Associates Virginia Stafford County, Virginia - Land Development Dominion Lands-Williamsburg, Inc. Virginia James City County, Virginia - Land Development Chesterfield Land, Inc. Virginia Chesterfield County, Virginia - Land development Old North, Inc. Virginia New London, North Carolina - Real estate development Subsidiary of Dominion Lands, Inc. and Chesterfield Land, Inc. Chesterfield Land Associates Virginia Chesterfield County, Virginia - Land development Subsidiairies of Lake Badin Associates Uwharrie Point Community North Montgomery County, Association, Inc. Carolina North Carolina - Homeowners Association Millingport Community North Montgomery County, Association, Inc. Carolina North Carolina - Neighborhood Association Subsidiary of Dominion Lands, Inc. and Dominion Lands-Williamsburg, Inc. Governor's Land Associates Virginia Williamsburg, Virginia - Land Development Subsidiaries of Governor's Land Associates Governor's Land Foundation Virginia Williamsburg, Virginia - Homeowners Association Two Rivers Club Delaware Williamsburg, Virginia - Country Club Subsidiary of Dominion Lands, Inc. and Old North, Inc. Lake Badin Associates Virginia Montgomery County, North Carolina - Land Development State of Location and Name Organization Nature of Business Subsidiaries of Dominion Energy, Inc. Dominion Cogen, Inc. Virginia Headquarters in Richmond, Virginia - Cogeneration Dominion Cogen CA, Inc. Virginia Headquarters in Richmond, Virginia - Cogeneration in state of California Dominion Cogen DC, Inc. Virginia Headquarters in Richmond, Virginia - Cogeneration in Washington, DC Dominion Cogen NY, Inc. Virginia Headquarters in Richmond, Virginia - Cogeneration and small power production in state of New York Dominion Cogen WV, Inc. Virginia Headquarters in Richmond, Virginia - Cogeneration in state of West Virginia Dominion Energy Services Virginia Richmond, Virginia - Company, Inc. (operates in Operation and West Virginia as DE Services maintenance services Company, Inc.) for nonutility power projects Dominion Demand Side Virginia Headquarters in Services, Inc. Richmond, Virginia - Energy Conservation Dominion Generating S.A. Argentina Buenos Aires, Argentina - Electric power production in Argentina Dominion Black Warrior Basin, Inc. Alabama Tuscaloosa, Alabama - Methane gas production DEI Texas, Inc. Virginia Richmond, Virginia - Shell company Dominion Management Argentina S.A. Argentina Buenos Aires, Argentina - Operation and maintenance services for electric power production Dominion Reserves, Inc. Virginia Richmond, Virginia - Gas and oil development Dominion Reserves-Utah, Inc. Utah Headquarters in Richmond, Virginia - Methane gas production in Utah Dominion Energy Central Belize, C.A. Belize City, Belize - America, Inc. Equity holding State of Location and Name Organization Nature of Business Subsidiaries of Dominion Energy, Inc. (continued) Dominion U.K. Limited United Kingdom United Kingdom - Equity holding Caithness BLM Group L.P. New Jersey Ridgecrest, California - Geothermal electric generation Caithness Navy II Group L.P. New Jersey Inyo County, California - Geothermal electric generation Rumford Cogeneration Company, Ltd. Maine Rumford, Maine-Cogeneration Luz Solar Partners Ltd., VII L.P. California Los Angeles, California - Solar electric generation Carthage Energy Services, Inc. Michigan Traverse City, Michigan - Gas marketing DEI Holding Peru, Inc. Virginia Peru - Equity holding Dominion Energy Peru, Inc. Virginia Peru - Equity holding Dominion Kincaid, Inc. Virginia Richmond, Virginia - Equity holding Dominion Storage, Inc. Virginia Richmond, Virginia - Equity holding company Kincaid Generation, L.L.C. Virginia Kincaid, Illinois - Equity holding cogeneration in the state of Illinois Niton US, Inc. Virginia Richmond, Virginia - Equity holding company Subsidiary of Dominion Energy, Inc., DEI Holding Peru, Inc. and Dominion Energy Peru, Inc. Inversiones Dominion Peru S.A. Peru Peru - Equity holding company Subsidiary of Inversiones Dominion Peru S.A. Empresa de Generacion Electrica Peru Peru - Electric power NorPeru S.A. production Subsidiary of Dominion Storage, Inc. and Niton US, Inc. Niton Hub Services Company Canada Alberta, Canada - Gas storage facilities Subsidiary of Dominion Energy Central America, Inc. Belize Electric Company, Ltd Belize Belize - Hydro electric generation Subsidiary of Dominion Energy, Inc. and Dominion Reserves, Inc. Dominion Energy Pty Ltd Australia Queensland, Australia - Equity holding State of Location and Name Organization Nature of Business Subsidiary of Dominion U.K. Limited Dominion First Hydro Limited U.K. United United Kingdom - Shell Kingdom company Subsidiaries of Dominion Energy Pty Ltd Beaconsfield Energy Development Australia Queensland, Australia - Pty Ltd Oil and gas development Dry Creek Transmission Pty Ltd Australia Queensland, Australia - Equity holding Subsidiary of Dry Creek Transmission Pty Ltd South Australian Pipeline Company Australia Australia - Shell Pty Ltd company Subsidiary of Dominion Cogen, Inc. Enron/Dominion Cogen Corp. Delaware Houston, Texas - Cogeneration Subsidiaries of Enron/Dominion Cogen Corp. Enron Cogeneration One Company Delaware Houston, Texas - Cogeneration Enron Cogeneration Three Company Delaware Houston, Texas - Cogeneration Enron Cogeneration Five Company Delaware Houston, Texas - Cogeneration Subsidiary of Enron Cogeneration One Company Cogenron Inc. Delaware Texas City, Texas - Cogeneration Plant Subsidiary of Enron/Dominion Cogen Corp. and Enron Cogeneration Three Company Clear Lake Cogeneration L.P. Texas Bayport, Texas -Cogeneration Plant Subsidiary of Enron Cogeneration Five Company Cogen Technologies NJ Venture New Jersey Bayonne, NJ - Cogeneration plant Subsidiaries of Dominion Energy, Inc. and Dominion Cogen CA, Inc. Chalk Cliff Limited Texas Headquarters in Houston, Texas - Cogeneration in state of California San Joaquin Cogen Limited Texas Headquarters in Houston, Texas - Cogeneration in state of California Subsidiaries of Dominion Energy, Inc. and Dominion Cogen NY, Inc. Warrensburg Hydro Power L. P. New York Glens Falls, New York - Small Power Producer Middle Falls Limited Partnership New York Glens Falls, New York - Small Power Producer Sissonville Limited Partnership New York Glens Falls, New York - Small Power Producer State of Location and Name Organization Nature of Business Subsidiaries of Dominion Energy, Inc. and Dominion Cogen NY, Inc. (continued) NYSD Limited Partnership New York Glens Falls, New York - Small Power Producer Subsidiary of Dominion Cogen DC, Inc. Georgetown Cogeneration, L.P. Virginia Headquarters in Richmond, Virginia - Shell company Subsidiary of Dominion Cogen WV, Inc. Morgantown Energy Associates West Virginia Morgantown, WV - Cogeneration Subsidiaries of Dominion Reserves, Inc. Chesterfield Energy Corporation Delaware Jane Lew, West Virginia - Oil and gas development Dominion Appalachian Development, Virginia Jane Lew, West Inc. Virginia - Oil and gas development Dominion Appalachian Development Virginia Jane Lew, West Properties, L.L.C. Virginia - Oil and gas development Dominion Gas Processing MI, Inc. Virginia Headquarters in Richmond, Virginia - Natural gas processing in Michigan Dominion Reserves - Indiana, Inc. Virginia Indiana - Oil and gas development Dominion Southern Michigan, Inc. Delaware Headquarters in Richmond, Virginia - Oil and gas development in Michigan Gas Exploration and Development West Clarksburg, West Company Virginia Virginia - Oil and gas development Stonewall Gas Company Virginia Clarksburg, West Virginia - Oil and gas development Cypress Energy, Inc. Virginia Richmond, Virginia - Oil/gas development in Louisiana Dominion Reserves Gulf Coast, Inc. Virginia Richmond, Virginia - Offshore investments in oil and gas exploration/drilling State of Location and Name Organization Nature of Business Subsidiary of Dominion Gas Processing MI, Inc. Frederic HOF L.P. Virginia Gaylord, Michigan - Natural gas processing Wilderness Energy, L.C. Michigan Gaylord, Michigan - Oil and gas gathering and processing Subsidiary of Wilderness Energy, L.C. and Dominion Gas Processing MI, Inc. Wilderness Energy Services L.P. Michigan Gaylord, Michigan - Oil and gas gathering and processing Subsidiaries of Dominion Generating S.A. A. V. Holding S.A. Argentina Buenos Aires, Argentina - Equity holdings in Argentina Patagonia Holding, S.A. Argentina Buenos Aires, Argentina - Equity holdings in Argentina Subsidiary of A. V. Holding S.A. Central Termica Alto Valle, S.A. Argentina Buenos Aires, Argentina - Electric power production Subsidiary of Patagonia Holding, S.A. Hidroelectrica Cerros Colorados Argentina Buenos Aires, Argentina S.A. - Electric power production Subsidiary of Dominion Energy, Inc., Dominion Reserves, Inc., and Dominion Cogen, Inc. Inversiones Dominion Bolivia S.A. Bolivia Bolivia - Equity holding Subsidiary of Inversiones Dominion Bolivia S.A. Empresa Electrica Corani S.A. Bolivia Cochabamba, Bolivia - Electric power production ____________________________ (1) For the fiscal year ended December 31, 1996, the revenues and income and net income of Dominion Capital, Inc. (Dominion Capital), Dominion Energy, Inc. (Dominion Energy) and their subsidiaries, as percentages of claimant's consolidated revenues and income and net income, are as follows: Revenues and income as % of Net income as % consolidated of consolidated Dominion Capital 3.8 6.0 Dominion Energy 5.5 6.9 2. A brief description of the properties of claimant and each of its subsidiary public utility companies used for the generation, transmission and distribution of electric energy for sale, or for the production, transmission and distribution of natural or manufactured gas, indicating the location of principal generating plants, transmission lines, producing fields, gas manufacturing plants, and electric and gas distribution facilities, including all such properties which are outside the State in which claimant and its subsidiaries are organized and all transmission or pipelines which deliver or receive electric energy or gas at the borders of such State, as of December 31, 1996 is as follows: The claimant owns all of the issued and outstanding common stock of Virginia Electric and Power Company (which, including all of its businesses, wherever located, is hereinafter referred to as Virginia Power), a Virginia public service corporation. Virginia Power is a regulated public utility engaged in the generation, transmission, distribution and sale of electric energy in a 30,000 square mile service area in Virginia and northeastern North Carolina and consequently has generation, transmission and distribution facilities in each of those states. Virginia Power also owns a fuel pier that extends into navigable waters within the boundaries of Maryland and owns generation and transmission facilities located in West Virginia. In its service area it sells electricity to retail customers, including governmental agencies, and to wholesale customers such as rural electric cooperatives and municipalities. Virginia Power's service area comprises about 65% of Virginia's total land area, but accounts for over 80% of its population. Dominion Capital owns, in accordance with a no-action letter from the SEC Office of Public Utility Regulation dated December 22, 1987, a limited partnership interest in Catalyst Old River Hydroelectric Limited Partnership, which is the lessee of a hydro facility in Louisiana. Dominion Energy has interests in various cogeneration and small power production facilities in various states of the United States, but all of such facilities are Qualifying Facilities under the Public Utility Regulatory Policies Act. Dominion Energy has also purchased interests in a gas-fired, diesel oil fueled and hydroelectric generating facilities in Argentina, Belize, Bolivia and Peru and operates these facilities, all through Exempt Wholesale Generators. Dominion Reserves, Inc., a subsidiary of Dominion Energy is a participant in oil and natural gas development programs in Arkansas, the Gulf of Mexico, Kansas, Louisiana, Michigan, Nevada, Ohio, Oklahoma, Pennsylvania, South Dakota, Texas, Utah, West Virginia and Wyoming. A more detailed description of the properties of, and a discussion of the business of the claimant and its subsidiaries, is found in the Annual Report on Form 10-K of the claimant (File No. 1-8489) for the fiscal year ended December 31, 1995 which is on file with the SEC and incorporated herein by this reference. 3. The following information as of December 31, 1996 with respect to claimant and each of its subsidiary public utility companies is provided below: (a) Number of kwh of electric energy sold (at retail or wholesale), and MCF of natural or manufactured gas distributed at retail. (b) Number of kwh of electric energy and MCF of natural or manufactured gas distributed at retail outside the State in which each such company is organized. (c) Number of kwh of electric energy and MCF of natural or manufactured gas sold at wholesale outside the State in which each such company is organized, or at the State line. (d) Number of kwh of electric energy and MCF of natural or manufactured gas purchased outside the State in which each such company is organized, or at the State line. Virginia Power Electric (a) Number of kwh of electric energy sold 73,318,311,000 (b) Number of kwh of electric energy distributed at retail outside the State of Virginia 3,123,610,000 (c) Number of kwh of electric energy sold at wholesale outside the State of Virginia or at the State line 892,986,294 (d) Number of kwh of electric energy purchased outside the State of Virginia or at the State line 12,379,768,000 Gas (a) Number of Mcf of natural or manufactured gas distributed at retail -0- (b) Number of Mcf of natural or manufactured gas distributed at retail outside the State of Virginia -0- (c) Number of Mcf or natural or manufactured gas sold at wholesale outside the State of Virginia or at the State line 14,400,000 (d) Number of Mcf of natural or manufactured gas purchased outside the State of Virginia or at the State line 19,200,000 4. The following information as of December 31, 1996 with respect to claimant and each interest it holds directly or indirectly in an EWG or a foreign utility company, stating monetary amounts in United States dollars: (a) Name, location, business address and description of the facilities used by the EWG or foreign utility company for the generation, transmission and distribution of electric energy for sale or for the distribution at retail of natural or manufactured gas. 1. Name: Mollejon Hydroelectric Project Location: The facility is located on the Macal River in Cayo District, Belize, Central America. Business Address: Belize Electric Company Limited Arenal Road Benque Viejo del Carmen, Belize, C.A. Description: This 25.2 MW hydroelectric facility is located in western Belize, C.A. on the Macal River. The project, consists of a diversion dam, a 2.5 mile power tunnel, and a powerhouse which contains three 8,400 KW turbine generators. The diversion dam impounds sufficient water to allow daily regulation. 2. Name: Hidroelectrica Cerros Colorados Power Plant Location: The facility is located 50 miles west of the city of Neuquen on the Neuquen River in Neuquen Province, Argentina. Business Address: Hidroelectrica Cerros Colorados S.A. Leandro N. Alem 690 Piso 12 Buenos Aires, Argentina Description: This hydroelectric generating facility has a nominal power production capacity of 450 MW. It consists of two 225 MW turbogenerators with associated equipment and five dams. The generating plant dam is earthen-filled, and the other four dams consist of one earthen-filled diversion structure, two earthen-filled flow regulating structures and one concrete flow regulating structure. 3. Name: Central Termica Alto Valle Power Plant Location: The facility is located in the city of Neuquen, Argentina. Business Address: Central Termica Alto Valle S.A. Leandro N. Alem 690 Piso 12 Buenos Aires, Agentina. Description: The Alto Valle Station has a nominal power production capacity of 98 MW. The Station consists of five turbines: two 15 MW steam turbines, one 18 MW gas turbine and two 25 MW gas turbines. The Station is interconnected with Compania Administradora del Mercado Mayorista Electrico Sociedad Anonima, which is the Argentine spot market for electric energy, by four transmission lines. 4. Name: Empresa Electrica Corani S.A. Location: The facility is located 50 miles northeast of the city of Cochabamba, Bolivia. Business Address: Empresa Electrica Corani S.A. Av. Oquendo N-0654 Las Torres Sofer I, Piso 9 Cochabamba, Bolivia Description: These hydroelectric generating facilities have a nominal power production capacity of 126 Mw. The facilities consist of a 72 Mw hydroelectric generating station consisting of four 18 Mw turbogenerators and related structures and a 54 Mw hydroelectric generating station consisting of four 13.5 Mw turbogenerators and related structures. The facilities also include a mixed earthen and rock-filled dam creating the Corani Reservoir from the waters of the Corani, Malaga and Candilaria Rivers. The facilities are interconnected with the Systema Interconectado National, the Bolivian wholesale transmission grid. 5. Name: Empresa de Generacion Electrica NorPeru S.A. Location: The eight generating facilities are located in the northern portion of Peru. Business address: Empresa de Generacion Electrica NorPeru S.A. Pedro Miotta 421 San Juan de Miraflores Lima, Peru Description: These 405 Mw generating facilities consist of two 225 Mw run-of-river hydroelectric stations with reinforced concrete dams, and six other facilities with an aggregate nominal power production of 180 Mw consisting of diesel generators and combustion turbines. All facilities are interconnected with the Systemn Interconoctado Centra Norte, the Peruvian wholesale transmission grid. (b) Name of each system company that holds an interest in such EWG or foreign utility company, and description of the interest held. Name Description of Interest Held Dominion Resources, Inc. 100% Ownership of Dominion Energy, Inc. Dominion Energy, Inc. 99.916% ownership interest in Dominion Generating S.A. 100% ownership interest in Dominion Energy Central America, Inc. 99.916% ownership interest in Dominion Management Argentina S.A., EWG# EG93-60-000 and EWG# EG93-53-000. 100% ownership interest in Inversiones Dominion Bolivia S.A. 97.6% ownership interest in Inversiones Dominion Peru S.A. Dominion Generating S.A. 65% ownership interest in Patagonia Holding S.A. 60% ownership interest in A.V. Holding S.A. Dominion Energy Central 95% ownership interest in America, Inc. Belize Electric Company Limited,EWG# EG93-45-000. Patagonia Holding S.A. 59% ownership interest in Hidroelectrica Cerros Colorados S.A., EWG# EG93-58-000. A.V. Holding S.A. 90% ownership interest in Central Termica Alto Valle S.A., EWG# EG93-93-000. Name Description of Interest Held Inversiones Dominion 50% ownership interest in Empresa Bolivia S.A. Electrica Corani S.A. EWG# EG95-59-000 Inversiones Dominion Peru S.A. 60% ownership interest in Empresa de Generacion Electrica NorPeru S.A. EWG# EG96-79-000 (c) Type and amount of capital invested, directly or indirectly, by the holding company claiming exemption; any direct or indirect guarantee of the security of the EWG or foreign utility company by the holding company claiming exemption; and any debt or other financial obligation for which there is recourse, directly or indirectly, to the holding company claiming exemption or another system company, other than the EWG or foreign utility company. DOMINION RESOURCES, INC. ANALYSIS OF FOREIGN INVESTMENTS AS OF DECEMBER 31, 1996 US$ DOMINION RESOURCES INVESTMENT INVESTMENT TYPE AMOUNT DIRECT/INDIRECT Belize Projects: Stock $15,760,108 Indirect Debt 12,501,881 Indirect __________ $28,261,989 ========== Argentine Projects: Stock $74,967,926 Indirect Debt 26,287,074 Indirect Letter-of-Credit 6,000,000 Indirect ___________ $107,255,000 =========== Bolivian Projects: Stock $59,173,395 Indirect ========== The above investments were established through Dominion Resources' wholly-owned subsidiary, Dominion Energy, Inc. The Letter-of-Credit is a Dominion Energy guarantee of debt for the Central Termica Alto Valle Project. (d) Capitalization and earnings of the EWG or foreign utility company as of December 31, 1996. Capitalization: Central Termica Alto Valle S.A.: Stock $11,013,300 Letter-of-Credit 6,000,000 Debt 26,287,074 __________ $43,300,374 ========== Hidroelectrica Cerros Colorados S.A.: Stock $47,256,960 ========== Belize Electric Company Limited: Stock $12,730,000 Debt Due Dominion Energy 12,501,881 __________ $25,231,881 ========== Empresa Electrica Corani S.A.: Stock $45,913,318 ========== Empresa de Generacion Electricia NorPeru S.A.: Stock $169,217,207 =========== Earnings: Central Termica Alto Valle S.A. $(2,557,685) Hidroelectrica Cerros Colorados S.A. 406,683 Dominion Management Argentina S.A. 202,662 Belize Electric Company Limited 65,215 Empresa Electrica Corani S.A. 6,480,974 Empresa de Generacion Electrica NorPeru S.A. 5,507,637 _________ $10,105,486 ========== (e) Identify any service, sales or construction contract(s) between the EWG or foreign utility company and a system company, and describe the services to be rendered or goods sold and fees or revenues under such agreement(s). 1. Dominion Energy (Dominion Energy) has a support services contract with Dominion Management Argentina S.A. (Manager) dated December 1, 1993 to provide personnel, supervision, technical expertise and other services as Manager may request from time to time for the purpose of assisting Manager to fulfill its obligation to Central Termica Alto Valle S.A. and Hidroelectrica Cerros Colorados S.A. Dominion Energy is reimbursed for costs associated with services it provides. 2. Dominion Management Argentina S.A. (DMASA) has a contract with Central Termica Alto Valle S.A. (CTAV) dated August 26, 1992 to provide the management of operations and maintenance for the Central Termica Alto Valle Plant. In addition, DMASA is reimbursed for the cost it incurs associated with fulfilling its obligations under this contract. DMASA receives a management fee of 2% of the gross revenue of the energy sales from the facility. Operations and maintenance costs are paid by CTAV. 3. DMASA has a contract with Hidroelectrica Cerros Colorados S.A. (HCC) dated September 1, 1993 to provide management of operations and maintenance for the Hidroelectrica Cerros Colorados Plant. DMASA receives a management fee of 1.5% of the gross revenue from the sale of energy from the facility. Operations and maintenance costs are paid by HCC. 4. Dominion Energy Services Company, Inc. (DESCO), a wholly-owned subsidiary of Dominion Energy has a contract, dated January 1, 1994, to provide the management, operation and maintenance services to Belize Electric Company Limited. DESCO will be reimbursed for the costs it incurs related to this obligation and be paid a fee equal to 2% of gross revenue from the sale of energy from the facility. 5. Inversiones Dominion Bolivia S.A. (IDB), a wholly owned subsidiary of Dominion Energy and Empresa Electrica Corani S.A. have entered into an agreement (the Corani Agreement), effective August 1, 1995, as amended, pursuant to which IDB provides management services to Empresa Electrica Corani S.A. for a quarterly fee of $10,286. Dominion Energy and IDB have entered into an agreement, effective September 1, 1996, pursuant to which Dominion Energy provides support to IDB for the performance of IDB's obligations under the Corani Agreement for a quarterly fee of $10,286. EXHIBIT A A consolidating statement of income and surplus of the claimant and its subsidiary companies for the last calendar year (1996), together with a consolidating balance sheet of claimant and its subsidiary companies as of the close of such calendar year, are submitted as Exhibit A hereto. The above-named claimant has caused this statement to be duly executed on its behalf by its authorized officer on the 28th day of February 1997. DOMINION RESOURCES, INC. BY: JAMES L. TRUEHEART ____________________________ James L. Trueheart Vice President and Controller Corporate Seal Attest: BY: LINWOOD R. ROBERTSON ___________________________________ Linwood R. Robertson Executive Vice President and Treasurer (Chief Financial Officer) Name, title, and address of officer to whom notices and correspondence concerning this statement should be addressed: Linwood R. Robertson, Executive Vice President and Treasurer ________________________________________________________________ (Name) (Title) 901 E. Byrd Street P. O. Box 26532 Richmond, Virginia 23261-6532
EXHIBIT A 1 of 3 DOMINION RESOURCES, INC., CONSOLIDATING BALANCE SHEET, DECEMBER 31, 1996 (thousands) DOMINION DOMINION DOMINION DOMINION U.K. VIRGINIA INTERCOMPANY ASSETS RESOURCES CAPITAL ENERGY HOLDING, INC. POWER ELIMINATIONS CONSOLIDATED Current Cash $308 $9,562 $33,740 $168 $19,898 $63,676 Temporary investments 19,156 28,000 47,156 Short-term marketable securities 11,946 4,472 16,418 Customer accounts receivable, net 354,778 354,778 Other accounts receivable 4,907 8,315 84,272 80,424 (3,010) 174,908 Accrued unbilled revenues 162,800 162,800 Accrued taxes 3,466 0 170 24,445 680 28,761 Materials & supplies: Plant and general 148,667 148,667 Fossil fuel 76,835 76,835 Mortgage loans in warehouse 65,825 65,825 Other 7,309 41,104 36,720 100,086 (4,511) 180,708 47,092 129,278 154,732 338 995,933 (6,841) 1,320,532 Investments Investment in affiliates and par 4,915,733 242,815 214,703 (4,915,733) 457,518 Inter-company advances 279,468 (279,468) 0 Marketable securities 811 349,137 342,500 692,448 Nuclear decommissioning trust funds 443,354 443,354 Pollution control project funds 9,660 9,660 Investment in real estate 107,668 107,668 Other 3,168 129,000 84,311 24,802 (16,882) 224,399 5,199,180 828,620 299,014 342,500 477,816 (5,212,083) 1,935,047 Property, Plant and Equipment Utility plant & nuclear fuel 15,350,622 15,350,622 Nonutility property 48,207 41,674 1,363,345 11,933 1,465,159 Less accumulated depreciation and amortization 14,700 12,062 361,409 5,916,745 1,464 6,306,380 33,507 29,612 1,001,936 0 9,433,877 10,469 10,509,401 Deferred Charges & Other Assets Regulatory Assets: Income taxes recoverable 477,010 477,010 Deferred capacity expenses 6,125 6,125 Terminated contruction project costs, net 73,139 73,139 Other regulatory assets 126,115 126,115 Unamortized g/l on reacquired debt 91,504 91,504 Other 6,421 114,075 121,222 1,166 146,561 (22,738) 366,707 6,421 114,075 121,222 1,166 920,454 (22,738) 1,140,600 TOTAL ASSETS $5,286,200 $1,101,585 $1,576,904 $344,004 $11,828,080 ($5,231,193) $14,905,580 /TABLE
EXHIBIT A 2 OF 3 DOMINION RESOURCES, INC., CONSOLIDATING BALANCE SHEET, DECEMBER 31, 1996 (thousands) DOMINION LIABILITIES AND DOMINION DOMINION DOMINION U.K. VIRGINIA INTERCOMPANY STOCKHOLDERS' EQUITY RESOURCES CAPITAL ENERGY HOLDING, INC. POWER ELIMINATIONS CONSOLIDATED Current Securities due within one year $1,052 $93,296 $345,066 $311,290 $0 $750,704 Short-term debt 8,085 57,754 312,385 378,224 Accounts payable, trade 7,974 4,048 33,052 368,555 (3,010) 410,619 Accrued interest 611 4,721 7,807 485 95,307 (1,618) 107,313 Accrued taxes 1,140 20,755 21,895 Customer deposits 50,035 50,035 Accrued payroll 120,146 120,146 Other 17,058 9,403 7,341 108,668 (5,888) 136,582 34,780 111,468 452,160 485 1,387,141 (10,516) 1,975,518 Long-Term Debt Inter-company borrowings 171,881 107,503 84 (279,468) 0 Utility 3,579,384 3,579,384 Nonrecourse-nonregulated 19,757 390,551 95,421 505,729 Other 300,000 342,500 642,500 319,757 562,432 202,924 342,584 3,579,384 (279,468) 4,727,613 Deferred Credits and Other Liabilities Deferred income taxes 4,550 50,568 122,879 1,565,229 70 1,743,296 Investment tax credits 255,308 255,308 Capital lease, noncurrent 21,768 (21,483) 285 Deferred fuel expenses 3,267 3,267 Other (379) 14,761 309,371 2 129,291 (1,139) 451,907 4,171 65,329 432,250 2 1,974,863 (22,552) 2,454,063 Preferred Stock Subject To Mandatory Redemption 180,000 180,000 Preferred Stock Not Subject To Mandatory Redemption 509,014 509,014 Preferred Securities of Subsidiary Trust 135,000 135,000 Stockholders' Equity Common stock 3,471,397 8 208 2,737,407 (2,737,623) 3,471,397 Other paid-in capital 16,226 313,397 434,998 1,248 16,887 (766,530) 16,226 Accumulated translation adjustments (130) 130 0 Allowance on marketable securities (1,140) (1,331) 512 819 (1,140) Retained earnings 1,441,009 50,282 53,982 (315) 1,308,384 (1,415,453) 1,437,889 4,927,492 362,356 489,570 933 4,062,678 (4,918,657) 4,924,372 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $5,286,200 $1,101,585 $1,576,904 $344,004 $11,828,080 ($5,231,193) $14,905,580 /TABLE
EXHIBIT A 3 OF 3 DOMINION RESOURCES, INC. CONSOLIDATING STATEMENT OF INCOME YEAR-TO-DATE ENDED DECEMBER 1996 DOMINION DOMINION DOMINION DOMINION HOLDING VIRGINIA INTERCOMPANY RESOURCES CAPITAL ENERGY U.K., INC. POWER ELIMINATIONS CONSOLIDATED OPERATING REVENUES AND INCOME Electric $4,382,629,132 $4,382,629,132 Nonutility $20,094,820 $186,303,710 $267,122,910 (13,849,690) 459,671,750 Total operating revenues and income 20,094,820 186,303,710 267,122,910 0 4,382,629,132 (13,849,690) 4,842,300,882 OPERATING EXPENSES Fuel used in current generation 575,829,121 575,829,121 Purchased power fuel expenses 465,591,420 465,591,420 Purchased power capacity expenses 709,741,931 709,741,931 Deferred fuel expenses (54,435,189) (54,435,189) Deferred capacity expenses (9,195,670) (9,195,670) Restructuring 91,640,957 91,640,957 Other operation 15,973,856 96,602,724 148,015,430 546,886,117 807,478,127 Maintenance 250,906,066 250,906,066 Depreciation, depletion & amortization 2,020,063 6,835,856 69,900,190 536,440,010 615,196,119 Other taxes 631,955 2,654,753 15,889,226 265,998,792 285,174,726 Total operating expenses 18,625,874 106,093,333 233,804,846 0 3,379,403,555 0 3,737,927,608 Operating income 1,468,946 80,210,377 33,318,064 0 1,003,225,577 (13,849,690) 1,104,373,274 OTHER INCOME Utility 7,189,041 7,189,041 Allowance for other funds 2,613,090 2,613,090 Total other income 0 0 0 0 9,802,131 0 9,802,131 Income before fixed charges and federal income taxes 1,468,946 80,210,377 33,318,064 0 1,013,027,708 (13,849,690) 1,114,175,405 FIXED CHARGES Interest charges, net 17,708,734 44,472,501 29,861,094 484,942 308,388,979 (13,919,690) 386,996,560 Preferred dividends of Va. Power 35,504,847 35,504,847 Preferred distibution of Va. Power affiliate, net 7,063,872 7,063,872 Total fixed charges 17,708,734 44,472,501 29,861,094 484,942 350,957,698 (13,919,690) 429,565,279 Income before provision for federal income taxes (16,239,788) 35,737,876 3,456,970 (484,942) 662,070,010 70,000 684,610,126 Provision for federal income taxes (5,749,401) 7,211,374 (29,090,784) (169,730) 240,270,383 24,500 212,496,342 Net income ($10,490,387)$28,526,502 $32,547,754 ($315,212) $421,799,627 $45,500 $472,113,784 Earnings per share $0.059 $0.160 $0.183 ($0.002) $2.366 $2.648 /TABLE EXHIBIT B. Financial Data Schedule If, at the time a report on this form is filed, the registrant is required to submit this report and any amendments thereto electronically via EDGAR, the registrant shall furnish a Financial Data Schedule. The Schedule shall set forth the financial and other data specified below that are applicable to the registrant on a consolidated basis. Item No. Caption Heading Amount (Millions) 1 Total Assets 14,906 2 Total Operating Revenue 4,842 3 Net Income 472 EXHIBIT C An organizational chart showing the relationship of each EWG or foreign utility company to associate companies in the holding company system. ORGANIZATIONAL CHART DOMINION RESOURCES, INC. DOMINION ENERGY, INC. 100% Dominion Energy Services Company, Inc. 100% Dominion Energy Central America, Inc. 100% Belize Electric Company Limited 95% Dominion Generating S.A. 99.916% Patagonia Holding S.A. 65% Hidroelectrica Cerros Colorados S.A. 59% A.V. Holding S.A. 60% Central Termica Alto Valle S.A. 90% Dominion Management Argentina S.A. 99.916% Inversiones Dominion Bolivia S.A. 100% Empresa Electrica Corani S.A. 50% Inversiones Dominion Peru S.A. 97.6% Dominion Energy Peru, Inc. 100% Inversiones Dominion Peru S.A. 1.2% Empresa De Generacion Electrica Norperu S.A. 60% DEI Holding Peru, Inc. 100% Inversiones Dominion Peru S.A. 1.2% -----END PRIVACY-ENHANCED MESSAGE-----