-----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, TMya7O6lXPrLfmCCMcoQuOsbD6oYkgMrOvU6ZOPUUUep/14SZ1GLwpB2/z6EUKgI uw9bBIjUDhHQt2MWT/elBg== 0000715957-99-000030.txt : 19990301 0000715957-99-000030.hdr.sgml : 19990301 ACCESSION NUMBER: 0000715957-99-000030 CONFORMED SUBMISSION TYPE: U-3A-2 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990226 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: SEC FILE NUMBER: 069-00278 FILM NUMBER: 99550726 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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM U-3A-2 File No. 69-278 FOR FISCAL YEAR ENDED DECEMBER 31, 1998 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, 1998. State of Location and Name Organization Nature of Business Dominion Resources, Inc. Virginia Richmond, Virginia - Holding Company Subsidiaries of Dominion Resources, Inc. Dominion Capital, Inc.(*) Virginia Richmond, Virginia - Financial services, land development Dominion Energy, Inc.(*) Virginia Richmond, Virginia - Nonutility power production and gas and oil development Dominion Resources Capital Trust I Delaware Wilmington, Delaware - Business Trust Dominion U.K. Holding, Inc. Virginia Richmond, Virginia - Holding company Virginia Electric and Power Company Virginia Virginia and North Carolina- Electric utility Subsidiaries of Dominion U.K. Holding, Inc. DEI U.K., Inc. Virginia Richmond, Virginia - Equity holding State of Location and Name Organization Nature of Business Subsidiaries of Dominion U.K. Holding, Inc. (continued) Dominion Energy U.K., Inc. Virginia Richmond, Virginia - Equity holding Subsidiary of DEI U.K., Inc. Elgar, LLC Virginia Richmond, Virginia - Equity holding Subsidiary of DEI U.K., Inc. and Elgar, LLC DR Group Holdings United Kingdom United Kingdom- Financing/Holding company Subsidiary of DEI U.K. and DR Group Holdings DR Nottingham Investments United Kingdom United Kingdom - Financing/Holding company Subsidiary of DR Group Holdings DR Corby Limited United Kingdom United Kingdom - Holding company Subsidiary of DR Corby Limited EME Generation (Corby) Ltd United Kingdom United Kingdom - Holding company Subsidiaries of Virginia Electric and Power Company Virginia Power Fuel Corporation Virginia Richmond, Virginia - Nuclear fuel procurement Virginia Power Services, Inc. Virginia Richmond, Virginia - Shell company VPS Communications, Inc. Virginia Richmond, Virginia - Telecommunication services Subsidiaris of Virginia Power Services, Inc. Evantage, Inc. Virginia Richmond, Virginia - Marketing VP Property, Inc. Virginia Richmond, Virginia - Marketing Virginia Power Energy Marketing, Inc. Virginia Richmond, Virginia - Marketing Virginia Power Services Energy Corp., Inc. Virginia Richmond, Virginia - Marketing Virginia Power Nuclear Services Company Virginia Richmond, Virginia - Nuclear management and operations services. State of Location and Name Organization Nature of Business Subsidiaries of Dominion Capital, Inc. Catalyst Old River Hydroelectric LP Louisiana Vidalia, Louisiana - Electric power production Dominion Capital Financial, Inc. Virginia Richmond, Virginia - Financial services Dominion Capital Ventures Corporation Virginia Richmond, Virginia - Middle market commercial lending Dominion Financing, Inc. Virginia Richmond, Virginia - Special purpose medium-term financing subsidiary Dominion Land Management Company Virginia Richmond, Virginia - Real estate management Dominion Lands, Inc. Virginia Richmond, Virginia - Land development Dominion Mortgage Services, Inc. Virginia Richmond, Virginia - Mortgage services Dominion Venture Investments, Inc. Virginia Richmond, Virginia - Middle market commercial lending Edgen, Inc. Delaware Richmond, Virginia - Real estate holding company Electronic Lighting, Inc. Delaware Menlo Park, California - Lighting control systems First Source Equity Holdings, Inc. Virginia Prospect Heights, Illinois - Holding company First Source Financial, Inc. Delaware Prospect Heights, Illinois - Middle market commercial lending Louisiana Hydroelectric Capital Virginia Richmond, Virginia Corporation - Investment company NH Capital, Inc. Delaware Richmond, Virginia - Shell company OptaCor Financial Services Company Virginia Linthicum, Maryland - Direct mail unsecured consumer loans Rincon Securities Inc. New York Richmond, Virginia - Investment company 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) Stanton Associates, Inc. Virginia Norfolk, Virginia - Real estate holding company Stonehouse L.L.C. Virginia Toano, Virginia - Real estate investment Trilon Dominion Partners, L.L.C. Delaware New York, New York - Venture capital investments Vidalia Audit, Inc. Virginia Richmond, Virginia - Audit company for hydroelectric project Virginia Financial Ventures, Inc. Virginia Richmond, Virginia - Commercial finance Williams Court/DCI Properties, Inc. Virginia Richmond, Virginia - Real estate investments Subsidiary of Dominion Capital Ventures Corporation First Dominion Capital, L.L.C. Delaware New York, New York - Middle market commercial lending Subsidiary of First Dominion Capital, L.L.C. First Dominion Securities, L.L.C. Delaware New York, New York - Registered broker/dealer Subsidiaries of Stonehouse, L.L.C. Stonehouse Communications, L.L.C. Virginia Toano, Virginia - Communications franchise Stonehouse Realty Company, L.L.C. Virginia Toano, Virginia- Real estate sales/marketing The Association at Stonehouse, Inc. Virginia Toano, Virginia - Homeowners' Association Subsidiaries of Dominion Venture Investments,Inc. Cambrian Capital Corporation Delaware Houston, Texas - Oil/Gas financial lending Cambrian Capital Partners L.P. Delaware Houston, Texas - Oil/Gas financial lending Subsidiary of Cambrian Capital Corporation Triassic Energy Corporation Delaware Houston, Texas - Oil/Gas financial lending Subsidiary of Cambrian Capital Partners L.P. and Triassic Energy Corporation Triassic Energy Partners L.P. Delaware Houston, Texas - Oil/gas financial lending Subsidiaries of Dominion Mortgage Services, Inc. America's MoneyLine, Inc. Virginia Glen Allen, Virginia - Direct marketing State of Location and Name Organization Nature of Business Subsidiaries of Dominion Mortgage Services, Inc. (continued) Meritech Mortgage Services, Inc. Texas Fort Worth, Texas - Services mortgage loans Mortgage Finance, Inc. Virginia Glen Allen, Virginia - Broker/lender services Saxon Mortgage, Inc. Virginia Glen Allen, Virginia - Mortgage originations Subsidiaries of Saxon Mortgage, Inc. Saxon Asset Allocation Corporation Virginia Richmond, Virginia - Mortgage loans Saxon Asset Securities Company Virginia Glen Allen, Virginia - Securitization Saxon Capital Corporation Virginia Glen Allen, Virginia - Mortgage loans Subsidiaries of Dominion Land Management Company Bridgeway Management Company Virginia Suffolk, Virginia - Real estate management Dominion Land Management Virginia James City County, Company - Williamsburg 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. EPL Technologies, Inc. Colorado West Conshohocken, Pennsylvania - Food processing technologies InstantVision Pennsylvania Sarasota, Florida - Manufacture/ market vision correction systems NutriCept, Inc. Delaware Dallas, Texas - Nutriceuticals Wilshire Technologies, Inc. California Carlsbad, California - Medical supplies Subsidiary of Stanton Associates, Inc. Goodman Segar Hogan, Inc. Virginia Norfolk, Virginia - Real estate company State of Location and Name Organization Nature of Business Subsidiaries of Goodman Segar Hogan, Inc. Air Cargo Associates Virginia Norfolk, Virginia - Operating Partnership-Real estate American Storage Properties, Inc. Virginia Norfolk, Virginia - Real estate investment Baxter Road Associates Virginia Norfolk, Virginia - Operating Partnership-Real estate Denbigh Shopping Center Associates Virginia Norfolk, Virginia - Real estate investment Goodman Segar Hogan of Virginia Norfolk, Virginia - Atlanta, Inc. Real estate investment Goodman Segar Hogan of Virginia Norfolk, Virginia - Orlando, Inc. Operating partnerhip - Real estate investment Goodman Segar Hogan of Virginia Norfolk, Virginia - Southern Shopping Center Real estate investment Goodman Segar Hogan of Virginia, Inc. Virginia Norfolk, Virginia - Real estate investment Goodman Segar Hogan of Virginia Norfolk, Virginia World Trade Center, Inc. - Real estate investment World Trade Center Associates, L.P. Virginia Norfolk, Virginia - Operating Partnership - Real estate GSH/Stanton Associates, L.P. Virginia Norfolk, Virginia - Real estate investment Historic Towne Square Company Virginia Norfolk, Virginia - Operating Partnership-Real estate Hogan Stanton, Inc. Virginia Norfolk, Virginia - Real estate investment Hogan Stanton Investment, Inc. Virginia Norfolk, Virginia - Real estate investment Hogan Stanton Properties, Inc. Virginia Norfolk, Virginia - Real estate investment Stanton Associates One Virginia Norfolk, Virginia - Real estate investment Stanton Associates Two Virginia Norfolk, Virginia - Real estate investment Tidewater Drive, Inc. Virginia Norfolk, Virginia - 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 Associates, L.P. Florida Orlando, Florida - Real estate investment Subsidiary of Denbigh Shopping Center Associates Turnbarr Associates Virginia Norfolk, Virginia - Operating partnership-Real estate Subsidiary of Stanton Associates One Brown Farm 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 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 Edgen, Inc. H-W Properties, Inc. Delaware Houston, Texas - Real estate investment Subsidiary of H-W Properties, Inc. Waterford Harbor Realty, Inc. Texas Houston, Texas - Real estate management Subsidiary of Virginia Financial Ventures, Inc. and NH Capital, Inc. First Source Financial, LLP Illinois Prospects Heights, Illinois - Middle market commerical lending Subsidiary of First Source Equity Holdings, Inc. and First Source Financial, LLP FS Warrant L.P. Delaware Prospect Heights, Illinois - Equity holding company Subsidiaries of Dominion Lands, Inc. Chesterfield Land, Inc. Virginia Chesterfield County, Virginia - Land development State of Location and Name Organization Nature of Business Subsidiaries of Dominion Lands, Inc. (continued) Dominion Lands-Williamsburg, Inc. Virginia James City County, Virginia - Land Development Old North, Inc. Virginia New London, North Carolina - Real estate development Widewater Associates Virginia Stafford County, Virginia - Land Development Subsidiary of Dominion Lands, Inc. and Chesterfield Land, Inc. Chesterfield Land Associates Virginia Chesterfield County, Virginia - Land development Subsidiairies of Lake Badin Associates Old North Builders, L.L.C. Virginia New London, North Carolina - Construction Management Uwharrie Point Community North Carolina New London, North Association, Inc. Carolina - Homeowners 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 Dominion Construction Management Virginia Williamsburg, Company, L.L.C. Virginia - Construction Company The Governor's Land Foundation Virginia Williamsburg, Virginia - Homeowners Association Two Rivers Club at The Delaware Williamsburg, Governor's Land Virginia - Country Club Subsidiary of Dominion Lands, Inc. and Old North, Inc. Lake Badin Associates Virginia Montgomery County, North Carolina - Land Development Subsidiaries of Dominion Energy, Inc. 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 Carthage Energy Services, Inc. Michigan Traverse City, Michigan - Gas marketing State of Location and Name Organization Nature of Business Subsidiaries of Dominion Energy, Inc. (continued) DEI Canada Holding Company Inc. Canada Alberta, Canada - Gas exploration and production in Canada DEI Cayman Holding Company Virginia Richmond, Virginia - Holding company Dominion Black Warrior Basin, Inc. Alabama Tuscaloosa, Alabama - Methane gas production Dominion Cogen, Inc. Virginia Headquarters in Richmond, Virginia - Cogeneration Dominion Cogen NY, Inc. Virginia Headquarters in Richmond, Virginia - Cogeneration in state of New York Dominion Cogen WV, Inc. Virginia Headquarters in Richmond, Virginia - Cogeneration in state of West Virginia Dominion Elwood, Inc. Delaware Richmond, Virginia - Equity holding Dominion Elwood Marketing, Inc. Delaware Richmond, Virginia - Equity holding Dominion Energy Central America, Inc. Belize, C.A. Belize City, Belize - Equity holding Dominion Energy Construction Company Virginia Richmond, Virginia - General contractor for Kincaid Dominion Energy Management, Inc. Virginia Richmond, Virginia - Shell company. Dominion Energy Peru Holdings, Inc. Virginia Peru - Equity holding Dominion Generating S.A. Argentina Buenos Aires, Argentina - Electric power production in Argentina Dominion Kincaid, Inc. Virginia Richmond, Virginia - Equity holding Dominion Reserves, Inc. Virginia Richmond, Virginia - Gas and oil development Dominion Reserves-Utah, Inc. Utah Headquarters in Richmond, Virginia - Methane gas production in Utah State of Location and Name Organization Nature of Business Subsidiaries of Dominion Energy, Inc. (continued) Dominion San Juan, Inc. Virginia Richmond, Virginia - Holding company Dominion Storage, Inc. Virginia Richmond, Virginia - Equity holding company Luz Solar Partners Ltd., VII L.P. California Los Angeles, California - Solar electric generation Niton US, Inc. Virginia Richmond, Virginia - Equity holding company Rumford Cogeneration Company, Ltd. Maine Rumford, Maine - Cogeneration Subsidiary of Carthage Energy Services, Inc. and Dominion Reserves, Inc. Phoenix Dominion Energy, LLC Virginia Pittsburgh, PA - Gas marketing company Subsidiary of DEI Canada Holding Company, Inc. Dominion Energy Canada, Ltd. Canada Alberta, Canada - Gas and oil exploration and development Subsidiary of Dominion Energy, Inc. and DEI Cayman Holding Company Dominion Energy Holding Cayman Cayman Islands Richmond, Virginia Company LDC - Equity holding Subsidiary of Dominion Energy, Inc., Dominion Cogen, Inc. and Dominion Reserves, Inc. Dominion Energy Interamerican Cayman Islands Richmond, Virginia Holding Company LDC - Equity holding Subsidiaries of Dominion Energy Interamerican Holding Compay LDC DEI Holding Cayman Company Limited Cayman Islands Richmond, Virginia - Equity holding DEI Interamerican Holding Cayman Islands Richmond, Virginia Company Limited - Equity holding Inversiones Dominion Panama S.A. Panama Richmond, Virginia - Equity holding Subsidiary of Dominion Energy Holding Cayman LDC and Dominion Energy Interamerican Holding LDC Dominion do Brasil Ltda Brazil Richmond, Virginia - Equity holding Subsidiary of Dominion do Brasil Ltda DOMA Brazil Gerusal - Bid Company State of Location and Name Organization Nature of Business Subsidiary of DEI Holding Cayman Company Limited, DEI Interamerican Holding Company Ltd and Dominion Energy Interamerican Holding LDC Inversiones Dominion Bolivia S.A. Bolivia Bolivia - Equity holdings Subsidiary of Dominion Energy, Inc. and Dominion Energy Peru Holdings, Inc. Dominion Holdings Peru S.A.C. Peru Peru - Equity holdings Subsidiary of Dominion Holdings Peru S.A.C. Inversiones Dominion Peru S.A. Peru Peru - Equity holdings Subsidiary of Dominion Storage, Inc. and Niton US, Inc. Niton Hub Services Company Canada Alberta, Canada - Gas storage facilities Subsidiary of Dominion Elwood, Inc. Elwood Energy LLC Delaware Elwood, Illinois - Power generation in the state of Illinois Subsidiary of Dominion Elwood Marketing, Inc. Elwood Marketing, LLC Delaware Elwood, Illinois - Power marketing in state of Illinois Subsidiary of Dominion San Jaun, Inc. San Juan Partners, L.L.C. Texas Richmond, VA - Oil and gas investments Subsidiaries of Dominion Energy, Inc. and Dominion Cogen NY, Inc. Middle Falls Limited Partnership New York Glens Falls, New York - Small Power Producer NYSD Limited Partnership New York Glens Falls, New York - Small Power Producer Sissonville Limited Partnership New York Glens Falls, New York - Small Power Producer Subsidiary of Dominion Cogen WV, Inc. Morgantown Energy Associates West Virginia Morgantown, WV - Cogeneration Subsidiaries of Dominion Reserves, Inc. Cypress Energy, Inc. Virginia Richmond, Virginia - Oil/gas development in Louisiana Dominion Appalachian Development, Inc. Virginia Jane Lew, WV - Oil and gas development Dominion Appalachian Development Virginia Jane Lew, West Properties, LLC Virginia - Oil and gas development Dominion Gas Processing MI, Inc. Virginia Headquarters in Richmond, Virginia - Natural gas processing in Michigan State of Location and Name Organization Nature of Business Subsidiaries of Dominion Reserves, Inc. (continued) Dominion Midwest Energy, Inc. Michigan Grand Rapids, Michigan - Oil and gas development Dominion Reserves Gulf Coast, Inc. Virginia Richmond, Virginia - Offshore investments in oil and gas exploration/ drilling Dominion Reserves - Indiana, Inc. Virginia Indiana - Oil and gas development Great Lakes Compression, Inc. Michigan Grand Rapids, (DBA Great Lakes Oil Field Services Co.) Michigan - Oil and gas development Great Lakes Energy Development, Inc. Michigan Grand Rapids, Michigan - Oil and gas development Wolverine Environmental Protection, Inc. Michigan Grand Rapids, Michigan - Oil and gas development Subsidiary of Dominion Reserves - Indiana, Inc. GTG Pipeline Corporation Virginia Corydon, Indiana - Gas pipeline Subsidiary of Great Lakes Energy Development, Inc. Wolverine Reserves, LLC Michigan Grand Rapids, MI - Oil and gas development Subsidiaries of Dominion Gas Processing MI, Inc. Frederic HOF L.P. Virginia Gaylord, Michigan - Natural gas processing Wilderness Energy, L.C. Michigan Gaylord, Michigan - Natural gas gathering and processing Subsidiary of Wilderness Energy, L.C. and Dominion Gas Processing MI, Inc. Wilderness Energy Services L.P. Michigan Gaylord, Michigan - Natural 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 ____________________________ (*) For the fiscal year ended December 31, 1998, the revenues and income and net income of Dominion Capital, Inc. (Dominion Capital), Dominion Energy, Inc. (Dominion Energy) and their subsidiaries, as percentages of Dominion Resources' consolidated revenues and income and net income, are as follows: Revenues and income as % of Net income as % consolidated of consolidated Dominion Capital 6.7% 11.0% Dominion Energy 6.3% 10.7% 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, 1998 is as follows: Dominion Resources owns all of the issued and outstanding common stock of Virginia Electric and Power Company, 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 has generation, transmission and distribution facilities in each of those states. Virginia Power also owns a fuel pier that extends into navigable waters 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 Resources also owns, through its United Kingdom subsidiary, Dominion U.K. Holding, Inc., an 80% ownership interest in the Corby Power Station, a 365 Mw natural gas fired facility located about 90 miles north of London. 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 generation 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 or Exempt Wholesale Generators under the Public Utility Holding Company Act of 1935. Dominion Energy has also purchased, through Exempt Wholesale Generators, interests in a gas-fired, diesel oil fueled and hydroelectric generating facilities in Argentina, Belize, Bolivia and Peru and operates these facilities through such Exempt Wholesale Generators. Dominion Reserves, Inc., a subsidiary of Dominion Energy is a participant in oil and natural gas development programs in Arkansas, Canada, 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 Dominion Resources and its subsidiaries, is found in the Annual Report on Form 10-K (File No. 1-8489) for the fiscal year ended December 31, 1997 which is on file with the SEC and incorporated herein by this reference. 3. The following information as of December 31, 1998 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 Energy Sales By State Twelve Months Ended December 31, 1998 Revenues Description (000's) (MWH/1000) Retail Virginia $3,560,217 61,127.7 North Carolina (b) 204,308 3,195.0 Total Retail $3,764,525 64,322.7 Wholesale Alabama 3,523 111.2 Arkansas 399,394 11,433.5 Florida 1,444 20.7 Georgia 19 0.3 Illinios 56,698 2,242.7 Indiana 5,477 207.9 Kentucky 16 1.0 Maryland 508,740 17,670.7 Missouri 33 2.0 New York 548 19.2 North Carolina 54,282 1,391.2 Ohio 591,271 16,150.7 Pennsylvania 329,540 9,361.4 South Carolina 396 11.3 Tennessee 64,482 1,819.8 Texas 102,800 2,376.3 Total Wholesale Outside Virginia (c) $2,118,663 62,820.1 Wholesale Virginia 199,620 4,750.0 Total Wholesale 2,318,283 67,569.9 Total Electric Energy Sold (a) $6,082,808 131,892.6 ____________ Notes refer to Item 3. categories. Virginia Power Purchases of Electric Energy Outside the State of Virginia Twelve Months Ended December 31, 1998 Expenses (MWH/1000) States (000's) Purchases Alabama $ 363 9.4 Arkansas 386,939 11,502.6 Florida 2,530 47.5 Georgia 17 0.3 Illinios 158,877 5,264.6 Indiana 88,324 2,661.1 Maryland 469,815 16,028.8 New York 681 13.6 North Carolina 11,407 259.7 Ohio 510,281 14,190.0 Pennsylvania 317,840 9,393.3 South Carolina 59 1.6 Tennessee 56,989 1,688.2 Texas 104,463 3,126.2 Total (d) $2,108,585 64,186.9 ____________ Notes refer to Item 3. categories. Virginia Power Natural Gas Sales By State Twelve Months Ended December 31, 1998 Retail Natural Gas Sales Wholesale Natural Gas Sales ________________________ ___________________________ Revenues (MCF/1000) Revenues (MCF/1000) State (000's) Sales (000's) Sales Alabama $8 3.5 Delaware 397 164.0 Georgia 136 57.0 Illinois $318 148.0 20,046 9,010.0 Indiana 44 19.8 Kentucky 15 2.1 1,212 486.0 Lousianna 169 81.0 69,640 32,473.0 Maryland 1,316 544.5 9,803 3,211.9 Michigan 1,054 445.0 376 170.0 Mississippi 229 103.1 North Carolina 442 175.8 629 260.1 New Jersey 958 309.7 New York 20,380 8,395.1 Ohio 698 245.9 8,492 3,525.5 Pennsylvania 2,845 1,213.3 9,312 3,334.6 Pool(*) 424,039 184,274.6 Wisconsin 1,212 503.4 714 363.4 West Virginia 78 29.2 9,470 3,412.5 Natural Gas Sold Outside the State of Virginia (b) (c) 8,376 3,491.3 $575,656 249,470.7 Retail Sales of Gas in Virginia 19,922 7,424.5 Natural Gas Sold at Retail (a) $28,298 10,915.8 ___________ Notes refer to Item 3. categories. (*)Represents sales of gas through various pools located in multi-state areas. Virginia Power Purchases of Natural Gas Outside the State of Virginia Twelve Months Ended December 31, 1998 Expenses (MCF/1000) State (000's) Purchases Alabama $140 58.0 Georgia 8 3.4 Illinois 20,746 9,172.6 Indiana 43 19.8 Kentucky 1,971 965.9 Lousianna 79,453 37,305.2 Maryland 929 379.8 Michigan 1,011 475.1 North Carolina 100 39.2 New York 21,729 8,009.6 Ohio 28,210 12,903.3 Pennsylvania 14,619 6,256.8 Pool(*) 487,264 214,795.1 Virginia Wisconsin 1,563 741.9 West Virginia 9,837 4,382.0 Total (d) $667,623 295,507.7 ____________ Notes refer to Item 3. categories. (*)Represents gas purchased through various pools located in multi-state areas. 4. The following information as of December 31, 1998 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: Belize Electric Company Limited Location: The facility is located on the Macal River in Cayo District, Belize, Central America. Business Address: Belize Electric Company Limited P. O. Box 87, San Ignacio Town Cayo District, 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: EGENOR S.A. Location: The eight generating facilities are located in the northern portion of Peru. Business address: EGENOR S.A. Av. Pardo y Aliaga 699 Piso 4 San Isidro Lima, Peru Description: These 450 Mw generating facilities consist of two run -of-river hydroelectric stations with reinforced concrete dams with an aggregate nameplate capacity of 270 Mw, 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 Interconectado Centra Norte, the Peruvian wholesale transmission grid. 6. Name: Kincaid Generation, L.L.C. Location: 4 miles west of Kincaid, Illinois on Route 104 Business Address: P. O. Box 260 Kincaid, IL 62540-0260 Description: This 1,108 Mw facility consists of two 554Mw generating units, two main power transformers, system auxiliary transformers, unit auxiliary transformers, coal handling and unloading facilities, equipment and ancillary structures. This facility is interconnected to Commonwealth Edison Company's transmission system. 7. Name: Dominion Energy Services Company, Inc. Location: Richmond, Virginia Business Address: P. O. Box 26532 Richmond, VA 23261 Description: This entity does not own any facilities. Instead it acts as the operator for certain "eligible facilities" including those owned by Morgantown Energy Associates, Belize Electric Company Limited and Kincaid Generation, L.L.C. 8. Name: Corby Power Ltd. Location: Corby, United Kingdom Business Address: Mitchell Road, Phoenix Parkway Corby, Northants NN175QT United Kingdom Description: This facility is located on a 7.1 hectare site in Corby, Northampshire, England. The facility consists of two 110 Mw GE 9161E gas turbines, three Bursh Electrical Machine Ltd. Generators, a 114 Mw GEC Alsthom steam turbine and a Gesellschaft Elektrishefither Analgen air-cooled condenser. The facility is interconnected to the transmission system of East Midlands Electricity, plc, via a 132 kV transmission line which is not owned by Corby. (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. 100% ownership interest in Dominion Generating S.A. 100% ownership interest in Dominion Energy Central America, Inc. 100% ownership interest in Dominion Energy Peru Holdings, Inc. 100% ownership interest in Dominion Energy Services Company, Inc. EWG# 95-28-000. 100% ownership interest in Dominion Kincaid, Inc. Dominion Kincaid, Inc. 99% ownership interest in Kincaid Generation, L.L.C. EWG# EG-97-50-000. (Remaining 1% owned by Dominion Energy, Inc.) 100% 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. 99% ownership interest in Dominion Holdings Peru S.A.C. (Remaining 1% owned by Dominion Energy Peru Holdings, Inc.) Dominion Holdings Peru S.A.C. 51% ownership interest in Inversiones Dominion Peru S.A. Dominion Generating S.A. 100% ownership interest in Patagonia Holding S.A. 60% ownership interest in A.V. Holding S.A. Dominion Energy Central 95% ownership interest in Belize America, Inc. Electric Company Limited, EWG# EG93-45-000. Dominion U.K. Holding, Inc. 80% ownership interest in Corby Power Ltd. EWG# EG-97-83-000. Patagonia Holding S.A. 98% 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. 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 EGENOR 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. Kincaid Financing/Dominion Resources Obligations Dominion Resources has the following obligations associated with the financing of Kincaid Generation, LLC (Kincaid): (a) Backstop Equity Subscription Agreement where Dominion Resources is required to, in certain circumstances, contribute equity contributions of up to approximately $100 million and, if it elects, debt service reserve account equity contributions expected to be in place by March 1, 2000; (b) Backstop Cash Management Agreement where Dominion Resources is obligated to restore any advances or loans from Kincaid to Dominion Energy that Dominion Energy fails to pay back; and (c) Liquidity Support Agreement-Power Purchase Agreement where Dominion Resources provides liquidity support in the amount of $17 million for a Dominion Energy corporate guaranty that ensures the timely performance by Kincaid of its obligations to deliver electric energy to Commonwealth Edison under the Power Purchase Agreement. DOMINION RESOURCES, INC. ANALYSIS OF FOREIGN INVESTMENTS AS OF DECEMBER 31, 1998 US$ DOMINION RESOURCES INVESTMENT TYPE INVESTMENT AMOUNT DIRECT/INDIRECT (Thousands) Dominion Energy, Inc. Belize Projects: Stock $ 15,760 Indirect Debt 22,119 Indirect 37,879 Argentine Projects: Stock 100,258 Indirect Debt 29,057 Indirect Letter-of-Credit(*) 10,000 Indirect 139,315 Bolivian Projects: Stock 59,173 Indirect Peru Projects: Stock 116,402 Indirect Dominion U.K. Holding, Inc. Corby Power Limited Stock 38,477 Indirect ____________ (*) 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, 1998. (Thousands) Capitalization: Central Termica Alto Valle S.A.: Stock $11,013 Letter-of-Credit 10,000 Debt 29,057 48,800 ====== Hidroelectrica Cerros Colorados S.A.: Stock 113,265 ====== Belize Electric Company Limited: Stock 12,730 Debt Due Dominion Energy 22,119 34,849 ======= Empresa Electrica Corani S.A.: Stock 45,913 ====== EGENOR S.A.: Stock 84,790 ====== Corby Power Limited Stock $69,854 ====== Earnings: Central Termica Alto Valle S.A. $ (489) Hidroelectrica Cerros Colorados S.A. 2,089 Dominion Management Argentina S.A. 547 Belize Electric Company Limited 2,749 Empresa Electrica Corani S.A. 4,751 EGENOR S.A. 8,622 Corby Power 10,294 (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 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. 6. DESCO has a contract dated February 27, 1998, to provide operation, maintenance and management services to Kincaid Generation, L.L.C. DESCO will be reimbursed for the costs it incurs related to this obligation (subject to the approval of such costs through the annual budget or otherwise). In addition, DESCO will received an annual operating fee of $2,000,000, adjusted annually throughout the twenty- five year term of the agreement to reflect inflation. 7. Dominion Energy Construction Company (DECCO), a wholly-owned subsidiary of Dominion Energy, has a contract dated February 27, 1998, with Kincaid Generation, L.L.C. for engineering, procurement, construction and installation services related to certain capital improvements at the Kincaid Station. The amount payable for the work under such contract is fixed at $98,917,000, subject to adjustment via approved changes under the agreement. DESCO has also made certain schedule and performance guarantees under such agreement which are both subject to specified liquidated damages if they are not met. 8. DESCO has a contract dated September 15, 1989, to provide operating and maintenance services to Morgantown Energy Associates, a qualifying facility exclusively selling at wholesale in which Dominion Cogen WV, Inc. (a wholly-owned subsidiary of Dominion Energy) is a 50% general partner. DESCO will be reimbursed for all costs it incurs related to this obligation (subject to the approval of such costs through the annual budget or otherwise). In addition, DESCO will receive a quarterly fee of $122,000 (as escalated to reflect inflation). Finally, an incentive bonus mechanism is set forth in the agreement. EXHIBIT A A consolidating statement of income and surplus of the claimant and its subsidiary companies for the last calendar year (1998), 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 26th day of February 1999. DOMINION RESOURCES, INC. BY: /s/JAMES L. TRUEHEART James L. Trueheart Senior Vice President and Controller Corporate Seal Attest: BY: /s/PATRICIA A. WILKERSON Patricia A. Wilkerson Corporate Secretary Name, title, and address of officer to whom notices and correspondence concerning this statement should be addressed: James L. Trueheart, Senior Vice President and Controller ________________________________________________________________ (Name) (Title) 120 Tredegar Street P. O. Box 26532 Richmond, Virginia 23261-6532 Exhibit A page 1 of 16 DOMINION RESOURCES, INC. CONSOLIDATING STATEMENT OF INCOME YEAR-TO-DATE ENDED DECEMBER 31, 1998 (thousands)
CONSOLIDATED DRI HOLDING VIRGINIA INTERCO. DRI COMPANY DCI DEI POWER ELIM. CONSOLIDATED OPERATING REVENUES AND INCOME Virginia Power $4,284,599 $4,284,599 East Midlands 1,009,471 1,009,471 Nonutility 409,142 382,970 792,112 Total operating revenues & income 1,009,471 409,142 382,970 4,284,599 6,086,182 OPERATING EXPENSES Fuel, net 953,478 953,478 Purchased power capacity, net 805,995 805,995 Impairment of regulatory assets 158,644 158,644 Supply & distribution- East Midlands 654,894 654,894 Other operation and maintenance 166,374 169,731 190,779 854,317 1,381,201 Depreciation, depletion & amort 81,820 25,223 90,758 536,409 734,210 Other taxes 1,025 3,732 11,830 289,983 306,570 Total operating expenses 904,113 198,686 293,367 3,598,826 - 4,994,992 Operating income 105,358 210,456 89,603 685,773 - 1,091,190 OTHER INCOME AND EXPENSES Gain on sale of East Midlands 332,340 332,340 Other 68,025 27,349 18,019 (20,206) 93,187 Total other income 400,365 - 27,349 18,019 (20,206) 425,527 Income before fixed charges, income taxes, & minority interests 505,723 210,456 116,952 703,792 (20,206) 1,516,717 FIXED CHARGES Interest charges, net 129,217 121,149 46,787 305,754 (20,206) 582,701 Preferred dividends of Va. Power 35,783 35,783 Distributions-pref. securities of sub. trusts 18,462 10,868 29,330 Total fixed charges 147,679 121,149 46,787 352,405 (20,206) 647,814 Income before provision for income taxes & minority interests 358,044 89,307 70,165 351,387 868,903 Provision for income taxes 130,763 30,615 (12,719) 157,297 305,956 Minority interests 1,626 25,758 27,384 Net income $225,655 $58,692 $57,126 $194,090 $0 $535,563 /TABLE Exhibit A page 2 of 16 DOMINION RESOURCES, INC. CONSOLIDATING STATEMENT OF RETAINED EARNINGS YEAR-TO-DATE ENDED DECEMBER 31, 1998 (thousands)
CONSOLIDATED DRI HOLDING VIRGINIA INTERCO. DRI COMPANY DCI DEI POWER ELIM. CONSOLIDATED Retained Earnings at January 1, 1998 $1,361,191 $51,539 $49,190 $1,361,765 ($1,469,649) $1,354,036 Net Income 535,563 58,692 57,126 194,090 (309,908) 535,563 Dividends and other adjustments (504,556) (54,590) (48,133) (377,408) 481,510 (503,177) Retained Earnings at December 31, 1998 $1,392,198 $55,641 $58,183 $1,178,447 ($1,298,047) $1,386,422 /TABLE Exhibit A page 3 of 16 DOMINION RESOURCES, INC., CONSOLIDATING BALANCE SHEET DECEMBER 31, 1998 (thousands)
CONSOLIDATED DRI HOLDING VIRGINIA INTERCO. DRI ASSETS COMPANY DCI DEI POWER ELIMIN. CONSOLIDATED Current Cash $323 $106,104 $118,623 $27,584 $252,634 Temporary investments 150,931 22,000 172,931 Trading securities 772 772 Customer accounts receivable, net 492,551 492,551 Other accounts receivable 9,999 11,339 166,417 76,163 (7,479) 256,439 Accrued unbilled revenues 285,292 285,292 Accrued taxes 922 5,229 680 6,831 Materials & supplies: Plant and general 141,972 141,972 Fossil fuel 95,041 95,041 Mortgage loans in warehouse 140,348 140,348 Notes receivable 1,633 2,323 3,956 Deferred income taxes 54,442 54,442 Commodity contract assets 179,754 179,754 Other 11,127 62,311 38,070 95,458 (4,630) 202,336 173,302 322,507 330,662 1,470,257 (11,429) 2,285,299 Investments Investment in affiliates and partnerships 5,119,882 203,278 140,336 (5,081,405) 382,091 Inter-company advances 446,533 (446,533) 0 Available for sale securities 500,043 500,043 Nuclear decommissioning trust funds 705,134 705,134 Loans receivable 1,686,548 1,686,548 Notes receivable 16,234 15,168 31,402 Investment in real estate 93,926 93,926 Other 1,571 88,815 95,470 45,598 231,454 5,567,986 2,588,844 250,974 750,732(5,527,938) 3,630,598 Property, Plant and Equipment Utility plant & nuclear fuel 16,023,569 16,023,569 Nonutility property 41,332 52,589 1,990,865 (2,398) 2,082,388 Less accumulated depreciation and amortization 14,825 16,665 496,200 6,941,627 7,469,317 26,507 35,924 1,494,665 9,081,942 (2,398) 10,636,640 /TABLE Exhibit A page 4 of 16 DOMINION RESOURCES, INC., CONSOLIDATING BALANCE SHEET, DECEMBER 31, 1998 (thousands)
CONSOLIDATED DRI HOLDING VIRGINIA INTERCO. DRI ASSETS COMPANY DCI DEI POWER ELIMIN. CONSOLIDATED Deferred Charges & Other Assets Regulatory assets 620,056 620,056 Goodwill 39,229 82,523 28,209 149,961 Commodity contract assets 17,473 17,473 Unamortized debt issuance cost 15,181 28,479 43,660 Other 3,034 83,739 50,687 16,015 (20,127) 133,348 57,444 166,262 78,896 682,023 (20,127) 964,498 TOTAL ASSETS $5,825,239 $3,113,537 $2,155,197 $11,984,954 ($5,561,892) $17,517,035
Exhibit A page 5 of 16 DOMINION RESOURCES, INC., CONSOLIDATING BALANCE SHEET, DECEMBER 31, 1998 (thousands)
CONSOLIDATED DRI LIABILITIES AND HOLDING VIRGINIA INTERCO. DRI STOCKHOLDERS' EQUITY COMPANY DCI DEI POWER ELIMIN. CONSOLIDATED Current Securities due within one year $1,265 $1,298,546 $2,486 $320,984 $1,623,281 Short-term debt 0 79,134 221,714 300,848 Accounts payable, trade 15,602 8,018 115,867 566,534 (7,479) 698,542 Accrued interest 734 12,878 7,509 93,784 (5,811) 109,094 Accrued taxes 117,918 9,336 48,093 175,347 Customer deposits 45,868 45,868 Commodity contract liabilities 265,844 265,844 Accrued payroll 79,001 79,001 Other 25,862 20,842 43,754 132,795 (2,436) 220,817 161,381 1,340,284 258,086 1,774,617 (15,726) 3,518,642 Long-Term Debt Inter-company borrowings 315,405 131,128 (446,533) 0 Virginia Power 3,464,719 3,464,719 Dominion U.K. 55,610 55,610 Nonrecourse-nonregulated 17,326 712,800 817,298 1,547,424 Other 3,098 3,098 76,034 1,028,205 948,426 3,464,719 (446,533) 5,070,851 Deferred Credits & Other Liabilities Deferred income taxes 12,090 82,284 133,182 1,563,645 1,330 1,792,531 Investment tax credits 221,433 221,433 Capital lease, noncurrent 25,701 (18,661) 7,040 Commodity contract liabilities 16,347 16,347 Other 4,066 7,189 18,024 161,737 (1,649) 189,367 16,156 89,473 151,206 1,988,863 (18,980) 2,226,718 Minority interest 4,082 306,836 310,918 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 Trusts 250,000 135,000 385,000
Exhibit A page 6 of 16 DOMINION RESOURCES, INC., CONSOLIDATING BALANCE SHEET, DECEMBER 31, 1998 (thousands)
CONSOLIDATED DRI LIABILITIES AND HOLDING VIRGINIA INTERCO. DRI STOCKHOLDERS' EQUITY COMPANY DCI DEI POWER ELIMIN. CONSOLIDATED Stockholders' Equity Common stock 3,933,348 8 208 2,737,407 (2,737,623) 3,933,348 Other paid-in capital 16,226 593,533 456,371 16,887 (1,066,791) 16,226 Accumulated other comprehensive income (20,104) 2,311 (24,119) 21,808 (20,104) Retained earnings 1,392,198 55,641 58,183 1,178,447 (1,298,047) 1,386,422 5,321,668 651,493 490,643 3,932,741 (5,080,653) 5,315,892 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $5,825,239 $3,113,537 $2,155,197 $11,984,954 ($5,561,892) $17,517,035
Exhibit A page 7 of 16 DOMINION RESOURCES, INC. HOLDING COMPANY CONSOLIDATING STATEMENT OF INCOME YEAR-TO-DATE ENDED DECEMBER 31, 1998 ($thousands)
CONSOLIDATED DRI DRI HOLDING DOMINION INTERCO. HOLDING COMPANY UK ELIM. COMPANY OPERATING REVENUES AND INCOME East Midlands $1,009,471 $1,009,471 Nonutility 0 Total operating revenues and income - 1,009,471 - 1,009,471 OPERATING EXPENSES Supply and distribution - East Midlands 654,894 654,894 Other operation and maintenance 8,059 158,315 166,374 Depreciation, depletion & amortization 2,599 79,221 81,820 Other taxes 1,025 1,025 Total operating expenses 11,683 892,430 - 904,113 Operating income (11,683) 117,041 - 105,358 OTHER INCOME AND EXPENSES Gain on sale of East Midlands (32,074) 364,414 332,340 Other 33,684 49,527 (15,186) 68,025 Total other income 1,610 413,941 (15,186) 400,365 Income before fixed charges, income taxes, and minority interests (10,073) 530,982 (15,186) 505,723 FIXED CHARGES Interest charges, net 35,533 108,870 (15,186) 129,217 Distributions-pref. securities of sub. trust 18,462 18,462 Total fixed charges 53,995 108,870 (15,186) 147,679
Exhibit A page 8 of 16 DOMINION RESOURCES, INC. HOLDING COMPANY CONSOLIDATING STATEMENT OF INCOME YEAR-TO-DATE ENDED DECEMBER 31, 1998 ($thousands)
DRI CONSOLIDATED HOLDING DOMINION INTERCO. DRI HOLDING COMPANY UK ELIM. COMPANY Income before provision for income taxes & minority interests (64,068) 422,112 - 358,044 Provision for income taxes 6,728 124,035 130,763 Minority interests 1,626 1,626 Net income ($70,796) $296,451 $0 $225,655 Retained Earnings at January 1, 1998 $1,360,384 ($116,644) $117,451 $1,361,191 Net Income 535,563 296,451 (296,451) 535,563 Dividends and other adjustments (504,556) (241,991) 241,991 (504,556) Retained Earnings at December 31, 1998 $1,391,391 ($62,184) $62,991 $1,392,198
Exhibit A page 9 of 16 DOMINION RESOURCES, INC. HOLDING COMPANY CONSOLIDATING BALANCE SHEET DECEMBER 31, 1998 (thousands)
CONSOLIDATED DRI DRI HOLDING DOMINION INTERCO. HOLDING ASSETS COMPANY UK ELIMIN. COMPANY Current Cash $275 $48 $323 Temporary investments 70,404 80,527 150,931 Other accounts receivable 47,814 1,102 (38,917) 9,999 Accrued taxes 922 922 Deferred income taxes 0 Other 16,588 (5,461) 11,127 135,081 82,599 (44,378) 173,302 Investments Investment in affiliates and partnerships 5,045,910 38,477 35,495 5,119,882 Inter-company advances 446,533 860 (860) 446,533 Other 1,571 1,571 5,494,014 39,337 34,635 5,567,986 Property, Plant and Equipment Nonutility property 41,332 41,332 Less accumulated depreciation and amortization 14,825 14,825 26,507 0 0 26,507 Deferred Charges & Other Assets Goodwill 39,229 39,229 Unamortized debt issuance cost 15,181 15,181 Other 3,034 3,034 18,215 39,229 0 57,444 TOTAL ASSETS $5,673,817 $161,165 ($9,743) $5,825,239
Exhibit A page 10 of 16 DOMINION RESOURCES, INC. HOLDING COMPANY CONSOLIDATING BALANCE SHEET DECEMBER 31, 1998 (thousands)
DRI CONSOLIDATED LIABILITIES AND HOLDING DOMINION INTERCO. DRI HOLDING STOCKHOLDERS' EQUITY COMPANY UK ELIMIN. COMPANY Current Securities due within one year $1,265 $1,265 Accounts payable, trade 16,923 23,700 (25,021) 15,602 Accrued interest 1,682 734 (1,682) 734 Accrued taxes 27,974 89,944 117,918 Other 24,393 6,108 (4,639) 25,862 72,237 120,486 (31,342) 161,381 Long-Term Debt Dominion U.K. 55,610 55,610 Nonrecourse-nonregulated 17,326 17,326 Other 3,098 3,098 20,424 55,610 0 76,034 Deferred Credits and Other Liabilities Deferred income taxes 5,422 6,668 12,090 Other 4,066 4,066 9,488 6,668 0 16,156 Preferred Securities of Subsidiary Trust 250,000 250,000 Stockholders' Equity Common stock 3,933,348 3,933,348 Other paid-in capital 16,226 38,881 (38,881) 16,226 Accumulated other comprehensive income (20,104) 1,704 (1,704) (20,104) Retained earnings 1,392,198 (62,184) 62,184 1,392,198 5,321,668 (21,599) 21,599 5,321,668 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $5,673,817 $161,165 ($9,743) $5,825,239
Exhibit A page 11 of 16 DOMINION ENERGY, INC. CONSOLIDATING INCOME STATEMENT YEAR-TO-DATE ENDED DECEMBER 31, 1998 (thousands)
COMBINED COMBINED COMBINED CONSOLIDATED DOMINION DOMESTIC FOREIGN OIL AND DOMINION ENERGY COGEN COGEN GAS ELIMINATIONS ENERGY Revenues: $78,132 $81,972 $132,460 $164,361 $(73,955) $382,970 78,132 81,972 132,460 164,361 (73,955) 382,970 Operating Expenses: Operating expenses 18,787 43,142 62,432 (940) 123,421 Contractual services 1,217 1,982 906 4,105 Administrative and general 20,556 13,765 11,318 17,432 63,071 Depreciation and amortization 719 4,793 25,597 59,649 90,758 Total Operating Expenses 22,492 39,327 80,963 139,513 (940) 281,355 Operating Income 55,640 42,645 51,497 24,848 (73,015) 101,615 Other Income (Expenses): Interest charges (27,032) (11,285) (14,005) (15,454) 20,989 (46,787) Other income 18,526 11,468 13,876 3,139 (19,842) 27,167 Other expenses - Other taxes (652) (1,546) (3,966) (5,666) (11,830) (9,158) (1,363) (4,095) (17,981) 1,147 (31,450) Income before provision for income taxes 46,482 41,282 47,402 6,867 (71,868) 70,165 Provision for income taxes (10,644) 15,293 4,921 (22,289) (12,719) Minority interest 228 20,487 176 4,867 25,758 Net income $57,126 $25,761 $21,994 $28,980 $(76,735) $57,126 Retained earnings at Jan 1, 1998 $49,190 $17,000 $60,297 $121,373 $(198,670) $49,190 Net income 57,126 25,761 21,994 28,980 (76,735) 57,126 Dividends (47,906) (6,125) (20,455) 26,580 (47,906) Other (227) (565) 80,301 (79,736) (227) Retained earnings at Dec 31, 1998 $58,183 $36,071 $162,592 $129,898 $(328,561) $58,183
Exhibit A page 12 of 16 DOMINION ENERGY, INC. CONSOLIDATING BALANCE SHEET DECEMBER 31, 1998 (thousands)
COMBINED COMBINED COMBINED CONSOLIDATED DOMINION DOMESTIC FOREIGN OIL AND DOMINION ASSETS ENERGY COGEN COGEN GAS ELIM. ENERGY Current Assets Cash and cash equivalents $8,677 $(265) $102,722 $7,489 $118,623 Accounts receivable 22,451 22,837 30,440 118,555 (20,314) 173,969 Natural gas advances 6,294 6,294 Inventory 3,304 8,375 3,722 15,401 Other 5,455 1,052 6,156 5,861 (2,149) 16,375 36,583 26,928 147,693 141,921 (22,463) 330,662 Investments Investment in subsidiaries 652,199 - - - (652,199) Investment in unconsolidated entities 82,617 39,922 - 17,797 140,336 Intercompany advances 220,267 33,275 7,520 (245,894) 15,168 Other 182 60,155 33,851 1,282 95,470 955,265 133,352 33,851 26,599 (898,093) 250,974 Properties, Plant and Equipment 1,864 273,405 931,501 784,095 1,990,865 Less: accumulated dep, depl and amort 770 4,501 255,112 235,817 496,200 1,094 268,904 676,389 548,278 1,494,665 Deferred Charges and Other Assets Other 9,525 7,105 39,264 23,002 78,896 9,525 7,105 39,264 23,002 78,896 Total assets $1,002,467 $436,289 $897,197 $739,800 $(920,556) $2,155,197
Exhibit A page 13 of 16 DOMINION ENERGY, INC. CONSOLIDATING BALANCE SHEET DECEMBER 31, 1998 (thousands)
COMBINED COMBINED COMBINED CONSOLIDATED DOMINION DOMESTIC FOREIGN OIL AND DOMINION LIABILITIES ENERGY COGEN COGEN GAS ELIM. ENERGY Current Liabilities Accounts payable 2,361 11,462 3,980 100,465 (2,401) 115,867 Short-term debt 97,136 (18,002) 79,134 Securities due within one year 2,486 2,486 Accrued interest 4,810 1,013 4,620 519 (3,453) 7,509 Accrued taxes (4,740) 3,440 11,639 (1,003) 9,336 Other 4,958 25,644 7,419 5,733 43,754 7,389 41,559 127,280 105,714 (23,856) 258,086 Long-term Debt Intercompany borrowings 169,780 (7,876) 38,055 192,054 (260,646) 131,367 Other 290,000 265,000 120,337 141,722 817,059 459,780 257,124 158,392 333,776 (260,646) 948,426 Deferred Credits and Other Liab Deferred income taxes 44,284 13,125 (6,304) 82,077 133,182 Other 371 1,473 515 15,665 18,024 44,655 14,598 (5,789) 97,742 151,206 Total liabilities 511,824 313,281 279,883 537,232 (284,502) 1,357,718 Minority interest 208 289,592 1,100 15,936 306,836 COMMON STOCKHOLDER'S EQUITY Common stock 208 35,013 159,059 (194,072) 208 Partner's capital 27,207 (27,207) Other paid-in capital 456,371 24,509 16,132 72,439 (113,080) 456,371 Valuation allowance (489) (489) 489 (489) Translation adjustments (23,630) (10,061) (380) 10,441 (23,630) Retained earnings 58,183 36,071 162,592 129,898 (328,561) 58,183 Total Common Stockholder's Equity 490,643 122,800 327,722 201,468 (651,990) 490,643 Total Liab. & Stockholder's Equity $1,002,467 $436,289 $897,197 $739,800 $(920,556) $2,155,197 /TABLE Exhibit A page 14 of 16 DOMINION CAPITAL, INC. CONSOLIDATING BALANCE SHEET AS OF DECEMBER 1998 (In thousands)
Financial Real Estate & DCI Services Vidalia Consolidated ASSETS: Cash and Equivalents $105,253 $850 $106,103 Interest and Dividends Receivable 24,905 13,373 38,278 Income Tax Benefit 23,305 (3,104) 20,201 Short Term Marketable Securities 772 0 772 Mortgage Loans 140,348 0 140,348 Other 10,716 6,089 16,805 Current Assets 305,299 17,208 322,507 Investment in Available for Sale Securities 500,044 0 500,044 Loans Receivable 1,686,548 0 1,686,548 Inv In Real Estate 27,625 66,301 93,926 Other 110,216 198,110 308,326 Investments 2,324,433 264,411 2,588,844 Property, Plant and Equipment 28,386 24,203 52,589 Accum Deprec PP&E (11,169) (5,496) (16,665) Net Property, Plant and Equipment 17,217 18,707 35,924 Deferred Charges and Other Assets 163,411 2,851 166,262 Total Assets $2,810,360 $303,177 $3,113,537
Exhibit A page 15 of 16 DOMINION CAPITAL, INC. CONSOLIDATING BALANCE SHEET AS OF DECEMBER 1998 (In thousands)
Financial Real Estate & DCI Services Vidalia Consolidated LIABILITIES & SHAREHOLDERS' EQUITY: Current Portion of Long Term Debt $1,298,523 $23 $1,298,546 Accrued Interest Payable 10,099 2,779 12,878 Other 24,603 4,257 28,860 Total Current Liabilities 1,333,225 7,059 1,340,284 Borrowings - Intercompany 482,886 (167,481) 315,405 Other 317,359 395,441 712,800 Long Term Debt 800,245 227,960 1,028,205 Deferred Income Taxes 37,842 44,442 82,284 Other 8,421 2,850 11,271 Deferred Credits & Other Liabilities 46,263 47,292 93,555 Total Liabilities 2,179,733 282,311 2,462,044 Common Stock 8 (0) 8 Paid In Capital 542,466 51,067 593,533 Allowance on Marketable Securities 2,311 0 2,311 Retained Earnings 85,842 (30,201) 55,641 Total Shareholder's Equity 630,627 20,866 651,493 Total Liabilities & Shareholder's Equity $2,810,360 $303,177 $3,113,537
Exhibit A page 16 of 16 DOMINION CAPITAL, INC. CONSOLIDATING STATEMENTS OF INCOME YEAR TO DATE DECEMBER 1998 (In thousands)
Financial Real Estate & DCI Services Vidalia Consolidated Operating Revenues and Income $375,238 $33,904 $409,142 Expenses: Interest Charges 104,858 16,291 121,149 Real Estate Operations 0 8,742 8,742 Cost of Sales 1,592 21,388 22,980 Depreciation & Amortization 24,470 753 25,223 Administrative and General 137,082 4,659 141,741 Total Expenses 268,002 51,833 319,835 Income Before Provision For Income Taxes 107,236 (17,929) 89,307 Provision for Income Taxes 38,715 (8,100) 30,615 Net Income (Loss) $68,521 ($9,829) $58,692 Retained Earnings at Beg of Year $71,911 ($20,372) $51,539 Net Income (Loss) 68,521 (9,829) 58,692 Dividends Paid (54,590) 0 (54,590) Retained Earnings at End of Year $85,842 ($30,201) $55,641
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 $17,517.0 2 Total Operating Revenue 6,086.2 3 Net Income 535.6 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 Energy Interamerican Holding Company LDC 100% DEI Holding Cayman Company Limited 100% DEI Interamerican Holding Company Limited 100% DEI Cayman Holding Company 100% Dominion Energy Holding Cayman Company LDC 99% Dominion Generating S.A. 100% Patagonia Holding S.A. 100% Hidroelectrica Cerros Colorados S.A. 98% A.V. Holding S.A. 60% Central Termica Alto Valle S.A. 90% Dominion Management Argentina S.A. 100% Inversiones Dominion Bolivia S.A. 100% Empresa Electrica Corani S.A. 50% Dominion Energy Peru Holdings, Inc. 100% Dominion Holdings Peru S.A.C. 100% Inversiones Dominion Peru S.A. 51% EGENOR S.A. 60% Dominion Kincaid, Inc. 100% Kincaid Generation, L.L.C. 99% (Other 1% owned by Dominion Energy, Inc.) DOMINION U.K. HOLDING, INC. 100% Corby Power Ltd 80% -----END PRIVACY-ENHANCED MESSAGE-----