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Commission File No. 1-8489 SECURITIES AND EXCHANGE COMMISSION
FORM U5S
ANNUAL REPORT
DOMINION RESOURCES, INC.
FORM U5S-ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 2002
TABLE OF CONTENTS
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PAGE |
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ITEM 1. |
SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2002 |
3 |
ITEM 2. |
ACQUISITIONS OR SALES OF UTILITY ASSETS |
17 |
ITEM 3. |
ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES |
17 |
ITEM 4. |
ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES |
18 |
ITEM 5. |
INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES |
19 |
ITEM 6. |
OFFICERS AND DIRECTORS |
|
|
Part I. Names, principal business address and positions held as of December 31, 2002 |
21 |
|
Part II. Banking Connections |
42 |
|
Part III. Compensation and other related information |
43 |
ITEM 7. |
CONTRIBUTIONS AND PUBLIC RELATIONS |
44 |
ITEM 8. |
SERVICE, SALES AND CONSTRUCTION CONTRACTS |
|
|
Part I. Contracts for services or goods between system companies |
44 |
|
Part II. Contracts to purchase services or goods between system company and any |
46 |
|
Part III. Employment of any person by any system company for the performance on a |
46 |
ITEM 9. |
WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES |
|
|
Part I. Information concerning interests held by system companies in exempt wholesale |
46 |
|
Part II. Relationship of exempt wholesale generators and foreign utility companies to system |
56 |
|
Part III. Investment in exempt wholesale generators and foreign utility companies |
56 |
ITEM 10. |
FINANCIAL STATEMENTS AND EXHIBITS |
|
|
Financial Statements |
56 |
|
Exhibits |
71 |
Page 3
DOMINION RESOURCES, INC.
FORM U5S-ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 2002
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2002
|
|
Number of Common Shares Owned |
|
|
|
||||||||
|
|
|
|
|
|
|
(Thousand of Dollars) |
||||||
Dominion Resources, Inc. (Dominion) (note 1) |
Holding company |
||||||||||||
Consolidated Natural Gas Company (CNG): |
Holding company |
100 |
100% |
3,808,935 |
7,719,026 |
||||||||
Unsecured debt |
562,545 |
562,545 |
|||||||||||
CNG Coal Company (CNG Coal) |
Held coal properties |
2,236 |
100% |
** |
** |
||||||||
CNG International Corporation (CNG International) |
Energy related activities outside the United States |
23,855 |
100% |
** |
** |
||||||||
Unsecured debt |
** |
** |
|||||||||||
CNG Kauai, Inc. |
Holding company |
1 |
100% |
** |
** |
||||||||
Kauai Power Partners, L.P. (note 4) |
Power generation project |
N/A |
100% |
** |
** |
||||||||
DBNGP Finance Company, LLC |
Holding company |
N/A |
50% |
** |
** |
||||||||
CNG Cayman Two Ltd. (note 3) |
Holding company |
10 |
76.92% |
** |
** |
||||||||
CNG Labuan One Limited |
Holding company |
N/A |
100% |
** |
** |
||||||||
Epic Energy Australia Trust |
Operates natural gas pipelines in Australia |
N/A |
33% |
** |
** |
||||||||
Epic Development (TPA) Pty Limited * |
Holding company |
N/A |
33% |
** |
** |
||||||||
Epic Energy East Pipelines Pty Ltd. * |
Holding company |
N/A |
33% |
** |
** |
||||||||
The Latin America Energy and Electricity Fund I, L.P. |
Energy investment fund |
N/A |
16.5% |
** |
** |
||||||||
CNG Main Pass Gas Gathering Corporation |
Gas gathering |
1 |
100% |
** |
** |
||||||||
Dauphin Island Gathering Partners |
Gas gathering |
N/A |
13.6% |
** |
** |
||||||||
CNG Oil Gathering Corporation |
Oil gathering |
1 |
100% |
** |
** |
||||||||
Main Pass Oil Gathering Company |
Oil gathering |
N/A |
33.3% |
** |
** |
||||||||
CNG Power Services Corporation |
Electric power marketing |
1,552 |
100% |
** |
** |
||||||||
Armstrong Energy Limited Partnership, LLLP (note 5) |
Power generation project |
N/A |
100% |
** |
** |
||||||||
Dominion Cove Point, Inc. (note 2) |
Holding company |
100 |
100% |
** |
** |
||||||||
Unsecured debt |
** |
** |
|||||||||||
Dominion Cove Point LNG Company, LLC (note 2) |
Supports liquified natural gas import facility |
N/A |
100% |
** |
** |
Page 4
|
|
Number of Common Shares Owned |
|
|
|
||||||
|
|
|
|
|
|
|
(Thousand of Dollars) |
||||
Dominion Gas Projects Company, LLC (note 2) |
Supports liquified natural gas import facility |
N/A |
100% |
** |
** |
||||||
Dominion Cove Point LNG, LP (note 2) |
Liquified natural gas import facility |
N/A |
100% |
** |
** |
||||||
Unsecured debt |
** |
** |
|||||||||
Dominion CNG Capital Trust I (note 29) |
Business trust |
247,423 |
100% |
** |
** |
||||||
Dominion Exploration & Production, Inc. (Dominion E&P) |
Oil and gas exploration and production |
43,900 |
100% |
** |
** |
||||||
Unsecured debt |
** |
** |
|||||||||
CNG Pipeline Company |
Oil pipeline |
12,000 |
100% |
** |
** |
||||||
DEPI Texas Holdings, LLC (note 2) |
Holding company |
N/A |
100% |
** |
** |
||||||
Dominion Exploration & Production I, L.P. (notes 2 and 6) |
Holds exploration and production companies |
N/A |
100% |
** |
** |
||||||
Dominion Field Services, Inc. (Dominion Field Services) |
Gas marketing and gas storage services |
1,722 |
100% |
** |
** |
||||||
Dominion Greenbrier, Inc. (note 1) |
Holding company |
100 |
100% |
** |
** |
||||||
Unsecured debt |
** |
** |
|||||||||
Greenbrier Pipeline Company, LLC |
Develop, own & operate interstate natural gas pipeline |
N/A |
67% |
** |
** |
||||||
Greenbrier Marketing Company, LLC* (note 2) |
Gas marketing |
N/A |
100% |
** |
** |
||||||
Dominion Iroquois, Inc. |
Holds interest in gas transmission system |
2,394 |
100% |
** |
** |
||||||
Iroquois Gas Transmission System, L.P. |
Gas transmission |
N/A |
24.72% |
** |
** |
||||||
Dominion Natural Gas Storage, Inc. |
Owns gas storage facilities |
100 |
100% |
** |
** |
||||||
Unsecured debt |
** |
** |
|||||||||
Dominion Oklahoma Texas Exploration & Production, Inc. (DOTEPI) |
Holding company |
100 |
100% |
** |
** |
||||||
Unsecured debt |
** |
** |
|||||||||
American Exploration Production Company* |
Holding company |
500 |
100% |
** |
** |
||||||
American Reserves Corporation* |
Holding company |
10,000 |
100% |
** |
** |
||||||
Conquest Associates II |
Holds oil and gas properties |
N/A |
49% |
** |
** |
||||||
Dominion Gas Marketing, Inc. |
Holding company |
100 |
100% |
** |
** |
||||||
LDNG Acquisition, Inc. * |
Holding company |
1000 |
100% |
** |
** |
Page 5
|
|
Number of Common Shares Owned |
|
|
|
|||||||
|
|
|
|
|
|
|
(Thousand of Dollars) |
|||||
LDNG Texas Holdings, Inc. |
Holding company |
500 |
100% |
** |
** |
|||||||
Dominion Natural Gas I, L.P. (note 8) |
Holds oil and gas properties |
N/A |
100% |
** |
** |
|||||||
Stonewater Pipeline Company, L.P. (note 9) |
Holds pipeline |
N/A |
100% |
** |
** |
|||||||
Stonewater Pipeline Company of Texas, Inc. |
Holding company |
1,000 |
100% |
** |
** |
|||||||
Dominion Products and Services, Inc. |
Markets energy-related services |
399 |
100% |
** |
** |
|||||||
Dominion Member Services, Inc. |
Offers products and services to retail customers |
1 |
100% |
** |
** |
|||||||
Dominion Retail, Inc. (Dominion Retail) |
Retail energy marketing |
600 |
100% |
** |
** |
|||||||
Dominion Transmission, Inc. (Dominion Transmission) |
Gas transmission |
60,101 |
100% |
847,005 |
847,005 |
|||||||
Unsecured debt |
325,773 |
325,773 |
||||||||||
Tioga Properties, LLC |
Holding company |
N/A |
100% |
** |
** |
|||||||
Unsecured debt |
** |
** |
||||||||||
Farmington Properties, Inc. (note 2) |
Holding company |
1,000 |
100% |
** |
** |
|||||||
NE Hub Partners, L.L.C. (note 2) |
Gas storage |
N/A |
100% |
** |
** |
|||||||
NE Hub Partners, L.P. (notes 2 and 10) |
Gas storage |
N/A |
100% |
** |
** |
|||||||
Hope Gas, Inc. (Dominion Hope) |
Gas utility |
449,000 |
100% |
81,016 |
79,943 |
|||||||
Unsecured debt |
35,982 |
35,982 |
||||||||||
The East Ohio Gas Company (Dominion East Ohio) |
Gas utility |
4,759,353 |
100% |
482,137 |
484,029 |
|||||||
Unsecured debt |
293,379 |
293,379 |
||||||||||
The Peoples Natural Gas Company (Dominion Peoples) |
Gas utility |
1,835,350 |
100% |
309,881 |
300,837 |
|||||||
Unsecured debt |
128,821 |
128,821 |
||||||||||
Dominion Capital, Inc. (Dominion Capital) (notes 1 and 11) |
Financial services holding company |
20 |
100% |
** |
** |
|||||||
Unsecured debt (Exhibit F-1) |
** |
** |
||||||||||
Boston Capital Tax Credit Fund Limited Partnership - Series 6 |
Holds low-income housing assets |
N/A |
11.86% |
** |
** |
|||||||
Boston Capital Tax Credit Fund II Limited Partnership - Series 11 |
Holds low-income housing assets |
N/A |
10.46% |
** |
** |
|||||||
Boston Financial Institutional Tax Credits Special Investments, L.P. |
Holds low-income housing assets |
N/A |
10.84% |
** |
** |
Page 6
|
|
Number of Common Shares Owned |
|
|
|
||||||
|
|
|
|
|
|
|
(Thousand of Dollars) |
||||
Catalyst Old River Hydroelectric Limited Partnership |
Electric power production |
N/A |
25% |
** |
** |
||||||
Dominion Capital Ventures Corporation |
Middle market commercial lending |
100 |
100% |
** |
** |
||||||
Unsecured debt |
** |
** |
|||||||||
First Dominion Capital, LLC |
Middle market commercial lending |
930,000 |
100% |
** |
** |
||||||
Unsecured debt |
** |
** |
|||||||||
Dallastown Realty I, LLC |
Holding company |
100 |
100% |
** |
** |
||||||
Dallastown Realty II, LLC |
Property acquisitions |
100 |
100% |
** |
** |
||||||
DRF Acquisition, LLC |
Publisher of daily racing form |
N/A |
29.1% |
** |
** |
||||||
FFI Acquisition Corp. |
Sales of dinnerware |
200,000 |
12% |
** |
** |
||||||
Gichner Systems Group, Inc. |
Manufacturer of shelters & enclosures |
1,000 |
100% |
** |
** |
||||||
Home Fragrance Holdings, Inc. |
Manufacturer & distributor of candles |
16,250 |
11.47% |
** |
** |
||||||
MassMicroelectronics, LLC |
Microcircuits |
N/A |
100% |
** |
** |
||||||
Starcom Holdings, Inc. |
Electrical contracting |
24,660 |
10.21% |
** |
** |
||||||
Dominion First Source, Inc. |
Holding company |
100 |
100% |
** |
** |
||||||
Compendia Media Group |
Compilation and sale of recorded music |
4,000 |
100% |
** |
** |
||||||
CMG Holdings, LLC (note 2) * |
Copyright holder on video productions |
N/A |
100% |
** |
** |
||||||
Compendia Direct, LLC (note 2) * |
Direct marketing |
N/A |
100% |
** |
** |
||||||
Intersound, Inc. * |
Music publishing |
3,000 |
100% |
** |
** |
||||||
JustMike, Inc. * |
Music publishing |
3,000 |
100% |
** |
** |
||||||
Lexicon Music, Inc. * |
Music publishing |
3,000 |
100% |
** |
** |
||||||
Peg Publishing, Inc. * |
Music publishing |
3,000 |
100% |
** |
** |
||||||
Royce Publishing, Inc. * |
Music publishing |
3,000 |
100% |
** |
** |
||||||
DEH Arizona, LLC * |
Real estate holding |
N/A |
50% |
** |
** |
||||||
HLHN Holdings, LLC * |
Holding company |
N/A |
15% |
** |
** |
||||||
Marine Optical, Inc. * |
Designer & distributor of eyewear |
725,824 |
100% |
** |
** |
||||||
Dominion Land Management Company - Williamsburg |
Real estate management |
10,000 |
100% |
** |
** |
||||||
Old North State Management Company * |
Real estate management |
100 |
100% |
** |
** |
||||||
Dominion Lands, Inc. |
Land development |
10 |
100% |
** |
** |
||||||
Unsecured debt |
** |
** |
|||||||||
Governor's Land Associates |
Land development |
N/A |
100% |
** |
** |
Page 7
|
|
Number of Common Shares Owned |
|
|
|
|||||
(Thousand of Dollars) |
||||||||||
Lake Badin Associates |
Land development |
N/A |
100% |
** |
** |
|||||
Uwharrie Point Building Company, LLC |
Construction management |
N/A |
100% |
** |
** |
|||||
Stonehouse Development Company, LLC |
Land development |
N/A |
100% |
** |
** |
|||||
Stonehouse Real Estate Company, LLC |
Real estate development |
N/A |
100% |
** |
** |
|||||
The Association at Stonehouse, Inc. |
Homeowners' association |
N/A |
100% |
** |
** |
|||||
Widewater Associates |
Land development |
N/A |
100% |
** |
** |
|||||
Dominion Venture Investments, Inc. |
Middle market commercial lending |
100 |
100% |
** |
** |
|||||
Cambrian Capital Corporation |
Oil/Gas financial lending |
3,000 |
46% |
** |
** |
|||||
Triassic Energy Corporation |
Oil/Gas financial lending |
1,000 |
100% |
** |
** |
|||||
Devonian Energy Corporation |
Oil/Gas financial lending |
1,000 |
100% |
** |
** |
|||||
Cambrian Capital Partners, L.P. |
Oil/Gas financial lending |
N/A |
45% |
** |
** |
|||||
Triassic Energy Partners, L.P. (note 12) |
Oil/Gas financial lending |
N/A |
100% |
** |
** |
|||||
Devonian Energy Partners, L.P. |
Oil/Gas financial lending |
N/A |
100% |
** |
** |
|||||
H-W Properties, Inc. |
Real estate investment |
801 |
100% |
** |
** |
|||||
Waterford Harbor Realty, Inc. * |
Real estate development |
100 |
100% |
** |
** |
|||||
First Source Equity Holdings, Inc. |
Holding company |
100 |
100% |
** |
** |
|||||
First Source Financial, Inc. |
Middle market commercial lending |
1,000 |
100% |
** |
** |
|||||
Spell Capital Partners Fund I, L.P. |
Investment company |
N/A |
10% |
** |
** |
|||||
Louisiana Hydroelectric Capital Corp. |
Investment company |
10 |
100% |
** |
** |
|||||
Massachusetts Properties Limited Partnership |
Holds low income housing assets |
N/A |
10.24% |
** |
** |
|||||
NH Capital, Inc. |
Holding company |
10 |
100% |
** |
** |
|||||
OptaCor Financial Services Company, Inc. |
Direct mail unsecured consumer loans |
100 |
100% |
** |
** |
|||||
Rincon Securities, Inc. |
Investment company |
1 |
100% |
** |
** |
|||||
Shoulders Hill/DCI Properties, Inc. |
Real estate investment |
100 |
100% |
** |
** |
|||||
Goodman Segar Hogan, Inc. |
Real estate company |
10,800 |
100% |
** |
** |
|||||
Denbigh Shopping Center Associates |
Holding company |
N/A |
95% |
** |
** |
|||||
Turnbarr Associates |
Real estate |
N/A |
37.5% |
** |
** |
|||||
Goodman Segar Hogan of Orlando, Inc. * |
Holding company |
5,000 |
100% |
** |
** |
|||||
Historic Town Square Company |
Real estate |
N/A |
60% |
** |
** |
Page 8
|
|
Number of Common Shares Owned |
|
|
|
|||||||
|
|
|
|
|
|
|
(Thousand of Dollars) |
|||||
Stonehouse, Limited Liability Company* |
Real estate investment |
N/A |
50% |
** |
** |
|||||||
Stonehouse Communication LLC * |
Cable franchise |
N/A |
100% |
** |
** |
|||||||
Vidalia Audit, Inc. |
Audit company for hydroelectric project |
100 |
100% |
** |
** |
|||||||
Virginia Financial Ventures, Inc. |
Commercial finance |
100 |
100% |
** |
** |
|||||||
First Source Financial, LLP (note 14) |
Middle market commercial lending |
N/A |
100% |
** |
** |
|||||||
FS Warrant, L.P. |
Holding company |
N/A |
100% |
** |
** |
|||||||
Tristar Enterprises, LLC |
Vacuum cleaner sales |
N/A |
40% |
** |
** |
|||||||
Firearms Training Systems, Inc. |
Firearms training |
9,467,188 |
13.77% |
** |
** |
|||||||
Williams Court/DCI Properties, Inc. |
Real estate investment |
100 |
100% |
** |
** |
|||||||
|
Dominion Energy, Inc. (Dominion Energy ) (note 1) |
Holding company |
10 |
100% |
** |
** |
||||||
Unsecured debt (Exhibit F-1) |
** |
** |
||||||||||
Caithness BLM Group, L.P. |
Geothermal electric generation |
N/A |
20% |
** |
** |
|||||||
Caithness Navy II Group, L.P. |
Geothermal electric generation |
N/A |
23% |
** |
** |
|||||||
DEI Cayman Holding Company * |
Holding company |
100 |
100% |
** |
** |
|||||||
Dominion Energy Holding Cayman Company LDC * (note 16) |
Holding company |
100 |
100% |
** |
** |
|||||||
Dominion do Brasil Ltda. * (note 17) |
Holding company |
10,000 |
100% |
** |
** |
|||||||
Doma Energia e Participacoes Ltda. * |
Power generation project |
10,000 |
100% |
** |
** |
|||||||
Dominion Armstrong, Inc. |
Holding company |
100 |
100% |
** |
** |
|||||||
Dominion Armstrong Services Company, Inc. |
Administrative services |
100 |
100% |
** |
** |
|||||||
|
|
Dominion Black Warrior Basin, Inc. |
Methane gas production |
10 |
100% |
** |
** |
|||||
Dominion Cleveland Thermal, Inc. |
Holding company |
100 |
100% |
** |
** |
|||||||
Dominion Cleveland Thermal, LLC |
Holding company |
N/A |
100% |
** |
** |
|||||||
Dominion Cleveland Thermal Generation, LLC |
Steam and chilled water generation |
N/A |
100% |
** |
** |
|||||||
Dominion Cleveland Steam Distribution, LLC |
Steam distribution |
N/A |
100% |
** |
** |
|||||||
Dominion Cleveland Chilled Water Distribution, LLC |
Chilled water distribution |
N/A |
100% |
** |
** |
|||||||
|
|
Dominion Cogen, Inc. |
Holding company |
100 |
100% |
** |
** |
Page 9
|
|
Number of Common Shares Owned |
|
|
|
||||
|
|
|
|
|
|
|
(Thousand of Dollars) |
||
|
|
Dominion Cogen WV, Inc. |
Holding company |
10 |
100% |
** |
** |
||
Morgantown Energy Associates |
Cogeneration Plant |
N/A |
50% |
** |
** |
||||
Unsecured debt |
** |
** |
|||||||
Dominion Davidson, Inc. * (note 30) |
Power generation project |
100 |
100% |
** |
** |
||||
Dominion Dresden, Inc. |
Holding company |
100 |
100% |
** |
** |
||||
Dresden Energy, LLC |
Power generation project |
N/A |
100% |
** |
** |
||||
|
|
Dominion Dresden Services, Company, Inc. |
Administrative services |
100 |
100% |
** |
** |
||
|
|
Dominion Elwood, Inc. |
Holding company |
100 |
100% |
** |
** |
||
|
|
|
Elwood Energy LLC |
Power generation project |
N/A |
50% |
** |
** |
|
|
|
|
|
Elwood II Holdings, LLC |
Hold and resell turbines |
N/A |
100% |
** |
** |
|
|
|
|
Elwood III Holdings, LLC |
Hold and resell turbines |
N/A |
100% |
** |
** |
|
|
Dominion Elwood Expansion, Inc. * (note 30) |
Holding company |
100 |
100% |
** |
** |
||
|
|
|
Elwood Expansion, LLC * |
Holds land |
N/A |
50% |
** |
** |
|
|
|
Dominion Elwood Services Company, Inc. |
Administrative services |
10 |
100% |
** |
** |
||
|
|
Dominion Energy Clearinghouse Storage Services, Inc. * (note 30) |
Storage service contracts |
100 |
100% |
** |
** |
||
|
|
Dominion Energy Construction Company |
General contractor |
100 |
100% |
** |
** |
||
|
|
Dominion Energy Direct Sales, Inc. |
Gas and electric marketing |
100 |
100% |
** |
** |
||
|
|
|
Unsecured debt |
|
|
|
** |
** |
|
|
|
Dominion Energy Exchange, Inc. |
Investor in electronic marketplace |
100 |
100% |
** |
** |
||
|
|
|
EIP Holdings, LLC |
Holds interest in TradeSpark, LP |
N/A |
10% |
** |
** |
|
|
|
Dominion Energy Marketing, Inc. |
Power marketing |
100 |
100% |
** |
** |
||
|
|
Dominion Energy Peru Holdings, Inc. * |
Holding company |
100 |
100% |
** |
** |
||
|
|
Dominion Energy Services Company, Inc. (DESCO) |
Administrative services |
10 |
100% |
** |
** |
||
|
|
Dominion Equipment, Inc. |
Leasing company |
100 |
100% |
** |
** |
||
|
|
Dominion Equipment II, Inc. * (note 30) |
Leasing company |
100 |
100% |
** |
** |
||
|
|
Dominion Equipment III, Inc. |
Leasing company |
100 |
100% |
** |
** |
||
|
|
Dominion Fairless Hills, Inc. |
Holding company |
100 |
100% |
** |
** |
||
|
|
|
Fairless Energy, LLC |
Power generation project |
N/A |
100% |
** |
** |
|
|
|
Dominion Kincaid, Inc. |
Holding company |
10 |
100% |
** |
** |
||
|
|
|
Kincaid Generation, L.L.C. (note 18) |
Non-regulated power generation |
N/A |
100% |
** |
** |
|
Dominion Mt. Storm Wind, Inc.* (notes 2 and 30) |
Power generation project |
100 |
100% |
** |
** |
Page 10
|
|
Number of Common Shares Owned |
|
|
|
||||
(Thousand of Dollars) |
|||||||||
Dominion North Star Generation, Inc.* (note 30) |
Holding company |
100 |
100% |
** |
** |
||||
North Star Generation, LLC * |
Power generation project |
N/A |
90% |
** |
** |
||||
Dominion Nuclear, Inc. |
Holding company |
100 |
100% |
** |
** |
||||
Unsecured debt |
** |
** |
|||||||
Dominion Nuclear Holdings, Inc. |
Holding company |
100 |
100% |
** |
** |
||||
Dominion Nuclear Marketing I, Inc. |
Spot market sales |
100 |
100% |
** |
** |
||||
Unsecured debt |
** |
** |
|||||||
Dominion Nuclear Marketing II, Inc. |
Contract power sales |
100 |
100% |
** |
** |
||||
Unsecured debt |
** |
** |
|||||||
Dominion Nuclear Connecticut, Inc. |
Nuclear generation |
3 |
100% |
** |
** |
||||
Dominion Nuclear Marketing III, LLC |
Power sales |
N/A |
100% |
** |
** |
||||
Unsecured debt |
** |
** |
|||||||
Dominion Person, Inc. |
Power generation project |
100 |
100% |
** |
** |
||||
Dominion Petroleum Marketing, Inc. * (notes 2 and 30) |
Holding company |
100 |
100% |
** |
** |
||||
Dominion Pleasants, Inc. |
Holding company |
100 |
100% |
** |
** |
||||
Pleasants Energy, LLC |
Power generation project |
N/A |
100% |
** |
** |
||||
Dominion Pleasants Services Company, Inc. |
Administrative services |
100 |
100% |
** |
** |
||||
|
|
Dominion Reserves, Inc. |
Exploration and production |
10 |
100% |
** |
** |
||
|
|
|
Unsecured debt |
|
|
|
** |
** |
|
|
|
|
Carthage Energy Services, Inc. |
Gas marketing |
500 |
100% |
** |
** |
|
|
|
|
Cypress Energy, Inc. |
Exploration and production |
10 |
100% |
** |
** |
|
|
|
|
|
Unsecured debt |
|
|
|
** |
** |
|
|
|
Dominion Appalachian Development, Inc. |
Exploration and production |
10 |
100% |
** |
** |
|
|
|
|
Dominion Appalachian Development Properties, LLC (note 21) |
Exploration and production |
N/A |
100% |
** |
** |
|
|
|
|
|
Unsecured debt |
|
|
|
** |
** |
Page 11
|
|
Number of Common Shares Owned |
|
|
|
|||||||
|
|
|
|
|
|
|
(Thousand of Dollars) |
|||||
|
|
|
Dominion Gas Processing MI, Inc. |
Natural gas processing |
10 |
100% |
** |
** |
||||
|
|
|
|
Unsecured debt (Exhibit F-1) |
|
|
|
** |
** |
|||
|
|
|
|
Frederic HOF Limited Partnership |
Natural gas processing |
N/A |
94% |
** |
** |
|||
|
|
|
|
Wilderness Chester Gas Processing, L.P. |
Natural gas processing |
N/A |
46.09% |
** |
** |
|||
|
|
|
|
Wilderness Energy, L.C. |
Natural gas processing & gathering |
N/A |
50% |
** |
** |
|||
|
|
|
|
Wilderness Energy Services Limited Partnership (note 22) |
Natural gas processing & gathering |
N/A |
75.5% |
** |
** |
|||
|
|
|
Dominion Midwest Energy, Inc. |
Oil & gas development |
10 |
100% |
** |
** |
||||
|
|
|
Dominion Reserves Gulf Coast, Inc. |
Oil & gas development |
10 |
100% |
** |
** |
||||
|
|
|
Dominion Reserves-Indiana, Inc. |
Oil & gas development |
10 |
100% |
** |
** |
||||
|
|
|
|
Unsecured debt |
|
|
|
** |
** |
|||
|
|
|
Dominion Michigan Production Services, Inc. |
Oil & gas development |
10 |
100% |
** |
** |
||||
|
|
Dominion Reserves-Utah, Inc. |
Methane gas production |
10 |
100% |
** |
** |
|||||
|
|
Dominion San Juan, Inc. |
Holding company |
10 |
100% |
** |
** |
|||||
|
|
|
San Juan Partners, L.L.C. |
Oil & gas investments |
N/A |
100% |
** |
** |
||||
|
|
Dominion State Line, Inc. |
Holding company |
100 |
100% |
** |
** |
|||||
|
|
|
Dominion State Line Ventures, Inc. (note 2) |
Holding company |
1,000 |
100% |
** |
** |
||||
State Line Holding Corporation (note 2) |
Holding company |
1,000 |
100% |
** |
** |
|||||||
State Line Holding II, LLC (note 2) |
Holding company |
N/A |
100% |
** |
** |
|||||||
State Line Energy, LLC (notes 2 and 23) |
Power generation |
N/A |
100% |
** |
** |
|||||||
Unsecured debt (Exhibit F-1) |
** |
** |
||||||||||
|
|
Dominion Storage, Inc. |
Holding company |
10 |
100% |
** |
** |
|||||
|
|
|
Dominion Energy Canada Limited (note 24) |
Holding company |
73,886 |
100% |
** |
** |
||||
Dominion Energy Clearinghouse Canada, Inc.* (notes 2 and 30) |
Holding company |
10 |
100% |
** |
** |
|||||||
Dominion Exploration Canada Ltd. (note 1) |
Holding company |
1 |
100% |
** |
** |
|||||||
Domcan Boundary Corp. (note 1) |
Gas & oil exploration and development |
26,343,437 |
100% |
** |
** |
|||||||
Dominion Exploration Partnership (note 25) |
Gas & oil exploration and development |
N/A |
100% |
** |
** |
|||||||
Dominion Troy, Inc. |
Holding company |
100 |
100% |
** |
** |
|||||||
Troy Energy, LLC |
Power generation project |
N/A |
100% |
** |
** |
Page 12
|
|
Number of Common Shares Owned |
|
|
|
||||||
|
|
|
|
|
|
|
(Thousand of Dollars) |
||||
Dominion Troy Services Company, Inc. |
Administrative services |
100 |
100% |
** |
** |
||||||
Luz Solar Partners Ltd. VII, L.P. |
Solar electric generation |
N/A |
15% |
** |
** |
||||||
Niton US, Inc. |
Holding company |
10 |
100% |
** |
** |
||||||
Remington, LLC |
Holding company |
N/A |
100% |
** |
** |
||||||
Domcan NS1ULC |
Holding company |
100 |
100% |
** |
** |
||||||
Rumford Cogeneration Company, Ltd. |
Cogeneration |
N/A |
10% |
** |
** |
||||||
Dominion Wagram, Inc. |
Holds steam plant contracts |
100 |
100% |
** |
** |
||||||
Dominion Alliance Holding, Inc. |
Holding company |
100 |
100% |
** |
** |
||||||
Unsecured debt (Exhibit F-1) |
** |
** |
|||||||||
Dominion Canada Finance Company (note 27) |
Issue public debt securities in Canada |
100 |
100% |
** |
** |
||||||
Dominion Energy Holdings, Inc. * (note 30) |
Holding company |
100 |
100% |
** |
** |
||||||
Dominion Energy Technologies, Inc. |
Investments in emerging energy related technologies and companies |
1 |
100% |
** |
** |
||||||
Nth Power Technologies Fund II-A, L.P. |
Investments in emerging energy related technologies and companies |
N/A |
17.8% |
** |
** |
||||||
Dominion Metering Services, Inc. |
Meter reading services |
100 |
100% |
** |
** |
||||||
Unsecured debt (Exhibit F-1) |
** |
** |
|||||||||
Dominion Ohio ES, Inc. |
Holding company |
100 |
100% |
** |
** |
||||||
Dominion Ohio ES, LLC |
Engineering and consulting services |
N/A |
49% |
** |
** |
||||||
Piedmont Share Trust |
Business trust |
N/A |
100% |
** |
** |
||||||
|
Dominion Resources Services, Inc. (DRS) (note 28) |
Service company |
201 |
100% |
62,721 |
62,721 |
|||||
Dominion Resources Capital Trust I (note 29) |
Business trust |
7,732 |
100% |
** |
** |
||||||
Dominion Resources Capital Trust II (note 29) |
Business trust |
11,135 |
100% |
** |
** |
||||||
Dominion Resources Capital Trust III (note 29) |
Business trust |
232 |
100% |
** |
** |
||||||
Dominion Technical Solutions, Inc. (note 2) |
Engineering, construction and other services |
100 |
100% |
** |
** |
||||||
DT Services, Inc. |
Holding company |
5,600,000 |
100% |
** |
** |
||||||
|
|
Dominion Fiber Ventures, LLC |
Holding company |
N/A |
50% |
** |
** |
||||
|
|
|
Unsecured debt |
|
|
|
** |
** |
|||
|
|
|
Dominion Telecom, Inc. |
Telecommunication services |
158 |
100% |
** |
** |
|||
|
|
|
|
Dominion Telecom East, LLC (note 2) |
Telecommunications services |
N/A |
50% |
** |
** |
||
|
Virginia Electric and Power Company (Virginia Power) |
Electric utility |
171,484 |
100% |
4,331,074 |
4,331,074 |
Page 13
|
|
Number of Common Shares Owned |
|
|
|
||||
|
|
|
|
|
|
|
(Thousand of Dollars) |
||
|
|
Virginia Power Capital Trust I* (note 29) |
Business trust |
167,010 |
100% |
** |
** |
||
|
|
Virginia Power Capital Trust II (note 2 and 29) |
Business trust |
16,494,816 |
100% |
** |
** |
||
|
|
Virginia Power Fuel Corporation |
Nuclear fuel procurement |
1,000 |
100% |
** |
** |
||
|
|
|
Unsecured debt |
|
|
|
** |
** |
|
|
|
Virginia Power Services, Inc. (VP Services) (note 1) |
Holding company |
1,100 |
100% |
** |
** |
||
|
|
|
Unsecured debt |
|
|
|
** |
** |
|
|
|
|
Dominion Energy Clearinghouse, Inc. * |
Holding company |
100 |
100% |
** |
** |
|
|
|
|
Dominion Generation Corporation * (note 30) |
Holding company |
100 |
100% |
** |
** |
|
|
|
|
Virginia Power Energy Marketing, Inc. (VP Energy Marketing) |
Fuel procurement |
1,000 |
100% |
** |
** |
|
|
|
|
|
Unsecured debt |
|
|
|
** |
** |
|
|
|
Virginia Power Services Energy Corp., Inc. (VP Power Services Energy) |
Fuel procurement |
1 |
100% |
** |
** |
|
|
|
|
|
Unsecured debt |
|
|
|
** |
** |
|
|
|
Virginia Power Nuclear Services Company (VP Nuclear Services) |
Nuclear management and operational services |
100 |
100% |
** |
** |
|
|
|
|
|
Unsecured debt |
|
|
|
** |
** |
|
|
|
VP Property, Inc. |
Real estate holding company |
1 |
100% |
** |
** |
|
|
|
|
|
|
|
|
|
|
___________
*Indicates company is inactive.
** Information is being filed confidentially under Rule 104.
Page 14
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2002 (continued)
Notes to Item 1:
1. |
The following companies were dissolved or sold during 2002. |
|
Name of Subsidiary Dissolved |
Date of Dissolution |
|
Alberta Hub Joint Venture |
01/01/2002 |
|
Domcan Boundary Holding, Inc. |
01/01/2002 |
|
Dominion Capital Financial, Inc. |
01/30/2002 |
|
First Dominion Securities, LLC |
02/04/2002 |
|
PlatinumCD.com, Inc. |
02/25/2002 |
|
Dakotah Direct II, L.L.C. |
03/01/2002 |
|
Dominion Monroe, Inc. |
03/18/2002 |
|
Dominion Monroe, L.L.C. |
03/18/2002 |
|
Dominion Montgomery, Inc. |
03/18/2002 |
|
Air Cargo Associates |
04/08/2002 |
|
Dominion Upshur, Inc. |
05/03/2002 |
|
Dominion Upshur, LLC |
05/03/2002 |
|
Uwharrie Point Community Association, Inc. |
06/01/2002 |
|
Dominion Pipeline - Greenbrier, Inc. |
06/25/2002 |
|
Evantage, Inc. |
06/26/2002 |
|
Bridgeway Management Company |
08/19/2002 |
|
Chesterfield Land, Inc. |
08/19/2002 |
|
Dominion Land Management Company |
08/19/2002 |
|
Dominion Lands - Williamsburg, Inc. |
08/19/2002 |
|
Stanton Associates, Inc. |
08/19/2002 |
|
Waterford Management Company |
08/19/2002 |
|
Edgen, Inc. |
08/27/2002 |
|
OId North I, LLC |
09/10/2002 |
|
DEI U.K., Inc. |
11/14/2002 |
|
DR Nottingham Investments |
11/14/2002 |
|
Dominion Hickman, Inc. |
11/18/2002 |
|
DF Holdings, Inc. |
11/20/2002 |
|
|
Piece Dye Acquisition Corporation |
11/20/2002 |
|
Baxter Road Associates |
12/31/2002 |
P][age 15
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2002 (continued)
2. |
The following is a listing of companies acquired or formed during the year of 2002. |
||||||||||
|
|
State of Incorporation |
Date of Incorporation |
Date of |
|
||||||
|
Virginia Power Capital Trust II |
Delaware |
5/26/2000 |
|
Business Trust |
||||||
|
Dominion Petroleum Marketing, Inc. |
Virginia |
1/08/2002 |
|
Holding company |
||||||
|
Dominion State Line, Inc. |
Delaware |
2/21/2002 |
|
Holding company |
||||||
|
Dominion State Line Ventures, Inc. |
Delaware |
4/8/1996 |
6/3/2002 |
Holding company |
||||||
|
State Line Holding Corporation |
Delaware |
7/2/1997 |
6/3/2002 |
Holding company |
||||||
|
State Line Holding II, LLC |
Delaware |
2/22/2002 |
6/3/2002 |
Holding company |
||||||
|
State Line Energy, LLC |
Indiana |
4/11/1996 |
6/3/2002 |
Power generation - Indiana |
||||||
|
Dominion Technical Solutions, Inc. |
Virginia |
4/16/2002 |
|
Engineering, construction and other services |
||||||
|
Farmington Properties, Inc. |
Pennsylvania |
6/14/1994 |
6/28/2002 |
Holding company |
||||||
|
NE Hub Partners, LLC |
Delaware |
12/31/1997 |
6/28/2002 |
Natural gas storage |
||||||
|
NE Hub Partners, LP |
Delaware |
12/20/1994 |
6/28/2002 |
Natural gas storage |
||||||
|
Greenbrier Marketing Company, LLC |
Delaware |
|
|
Market excess transmission capacity |
||||||
|
Compendia Direct, LLC |
Nevada |
7/01/2002 |
|
Direct marketing |
||||||
|
CMG Holdings, LLC |
Nevada |
7/16/2002 |
|
Copyright holder |
||||||
|
Dominion Telecom East, LLC |
New York |
5/22/1998 |
4/10/2002 |
Telecommunications services |
||||||
|
Dominion Mt. Storm Wind, Inc. |
Delaware |
8/07/2002 |
|
Power generation project |
||||||
|
Dominion Cove Point, Inc. |
Virginia |
8/13/2002 |
|
Holding company |
||||||
|
Dominion Cove Point LNG Company, LLC |
Delaware |
4/28/2000 |
9/5/2002 |
Supports liquefied natural gas import facility |
||||||
|
Dominion Gas Projects Company, LLC |
Delaware |
2/1/2000 |
9/5/2002 |
Supports liquefied natural gas import facility |
||||||
|
Dominion Cove Point LNG, LP |
Delaware |
10/28/1993 |
9/5/2002 |
Liquefied natural gas import facility |
||||||
|
Dominion Energy Clearinghouse Canada, Inc. |
Alberta |
11/7/2002 |
|
Holding company |
||||||
|
DEPI Texas Holdings, LLC |
Delaware |
12/16/2002 |
|
Holding company |
||||||
|
Dominion Exploration & Production I, L.P. |
Texas |
12/18/2002 |
|
Holds exploration and production properties in Texas |
||||||
|
|
||||||||||
3. |
CNG Cayman Two Ltd. is owned 76.92% by DBNGP Finance Company LLC with CNG International owning the remaining 23.08% interest. |
||||||||||
4. |
Kauai Power Partners, L.P. is owned 99% by CNG Kauai, Inc. with a 1% general partnership interest and a 98% limited partnership interest, with CNG International owning the remaining 1% limited partnership interest. |
Page 16
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2002 (continued)
5. |
Armstrong Energy Limited Partnership, LLLP is owned 99% by CNG Power Services Corporation with Dominion Armstrong, Inc. owning the remaining 1% interest. |
6. |
Dominion Exploration & Production I, L.P. is owned 99% by DEPI Texas Holdings, LLC with a limited partnership interest, with Dominion E&P holding a 1% general partnership interest. |
7. |
Effective March 31, 2002 CNG purchased the outstanding stock of Dominion Iroquois, Inc. from Dominion Transmission, Inc. |
8. |
Dominion Natural Gas I, L.P. is owned 99% by LDNG Texas Holdings Inc. with DOTEPI owning the remaining 1% interest. |
9. |
Stonewater Pipeline Company, L.P., is owned 99% by LDNG Texas Holdings, Inc. with the remaining 1% interest held by Stonewater Pipeline Company of Texas, Inc. |
10. |
NE Hub Partners, L.P. is owned 99% by NE Hub Partners, LLC with Tioga Properties, LLC owning the remaining 1% interest. |
11. |
Dominion Capital, Inc. holds 97% of the non-voting membership interest in Trilon Dominion Partners, LLC. Trilon Dominion Partners, LLC holds a 73% interest in Wilshire Technologies, Inc., a medical supply company. |
12. |
Triassic Energy Partners, L.P. is owned 99% by Cambrian Capital Partners, L.P. with Triassic Energy Corporation owning the remaining 1% interest. |
13. |
Devonian Energy Partners, L.P. is owned 99% by Triassic Energy Partners, L.P. with Devonian Energy Corporation owning the remaining 1% interest. |
14. |
First Source Financial, LLP is owned 50% by Virginia Financial Ventures, Inc. and 50% by NH Capital, Inc. |
15. |
FS Warrant, L.P is owned 99% by First Source Financial, LLP with First Source Equity Holdings, Inc. owning the remaining 1% interest. |
16. |
Dominion Energy Holding Cayman Company LDC is owned 99% by DEI Cayman Holding Company with DEI owning the remaining 1% interest. |
17. |
Dominion do Brasil Ltda. is owned 99% by Dominion Energy Holding Cayman Company LDC with DEI Cayman Holding Company owning the remaining 1% interest. |
18. |
Dominion Kincaid, Inc. holds a 99% interest in Kincaid Generation, LLC with DEI owning the remaining 1% interest. |
19. |
Dominion Nuclear Connecticut, Inc. is owned 70% by Dominion Nuclear Marketing, II Inc., 25% by Dominion Nuclear Marketing I, Inc. and 5% by Dominion Nuclear Marketing III, LLC. |
20. |
Dominion Nuclear Marketing III LLC is owned 70% by Dominion Nuclear Inc., 25% by Dominion Retail, Inc. and 5% by Dominion Nuclear Holdings, Inc. |
21. |
Dominion Appalachian Development Properties, LLC, is owned 99% by Dominion Reserves, Inc. and 1% by Dominion Appalachian Development, Inc. |
22. |
Wilderness Energy, L.C. owns 51% of Wilderness Energy Services Limited Partnership and Dominion Gas Processing MI, Inc. holds a 24.5% interest. |
23. |
State Line Energy, LLC is owned 60% by State Line Holding II, LLC and 40% by State Line Holding Corporation. |
24. |
Dominion Energy Canada Limited is owned 85.60% by Dominion Storage, Inc., 13.54% by DEI, and 0.86% by Niton US, Inc. |
25. |
DomCan Boundary Corporation owns 71.2% of Dominion Exploration Partnership with Dominion Exploration Canada Limited owning the remaining 28.8% interest. |
26. |
Domcan NS1ULC is owned 99% by Remington, LLC with DEI owning the remaining 1% interest. |
27. |
Dominion Canada Finance Company is owned 99% by Dominion Resources, Inc. with Remington LLC owning the remaining 1% interest. |
28. |
Dominion Resources Services, Inc. is owned 99.5% by Dominion Resources, Inc. and 0.5% by Consolidated Natural Gas Company. |
|
|
Page 17
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2002 (continued)
29. |
From 1997 through 2002, Dominion established five subsidiary capital trusts that sold trust preferred securities that represented preferred beneficial interests and 97 percent beneficial ownership in the assets held by the capital trusts. In exchange for the funds realized from the sale of the trust preferred securities and common securities that represent the remaining 3 percent beneficial ownership interest in the assets held by the capital trust, Dominion issued various junior subordinated debt instruments. The junior subordinated debt instruments constitute 100 percent of each capital trust's assets. In 2002, Virginia Power redeemed $139 million of junior subordinated debt instruments held by Virginia Power Capital Trust I. |
|||||
|
Capital Trusts |
|||||
Date |
|
Trust Preferred Securities |
Common Securities |
Junior Subordinated Notes/Debentures |
||
|
|
(Millions) |
|
|||
December, |
Dominion Resources Capital Trust I |
$250 |
$8 |
$258 million - 7.83% |
||
January, 2001 |
Dominion Resources Capital Trust II |
$300 |
$9 |
$309 million - 8.4% Debentures due 1/30/2041 |
||
January, 2001 |
Dominion Resources Capital Trust III |
$250 |
$8 |
$258 million - 8.4% Debentures due 1/15/2031 |
||
October, 2001 |
Dominion CNG Capital Trust I |
$200 |
$6 |
$206 million - 7.8% |
||
August, |
Virginia Power Capital Trust II |
$400 |
$12 |
$412 million - 7.375% |
||
* The maturity date, subject to certain conditions, may be extended for up to an additional 10 years from date of original maturity. |
||||||
30. |
Stock has been issued, but company has not been capitalized. |
|||||
|
|
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS
There were no acquisitions or sales of utility assets by system companies, which involved consideration of more than $1 million during the period of January 1, 2002 through December 31, 2002.
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES
As of December 31, 2002, Dominion maintained two separate indemnity agreements with two separate surety companies. The indemnity agreements represented total outstanding obligations of approximately $120 million.
CNG has issued guarantees to the states of Louisiana, Ohio, Pennsylvania and West Virginia to maintain worker's compensation self-insurance status for certain subsidiaries operating in those states.
Dominion Energy has also issued a guaranty to the state of Connecticut to maintain worker's compensation self-insurance status for a subsidiary operating in that state.
All of the above transactions are exempt pursuant to Rule 45(b)(6).
During 2002, CNG purchased $100 million of common securities in its energy-related subsidiary Dominion Products and Services, Inc. pursuant to Rule 58.
The above do not include issuances or guarantees of system company securities which have been authorized by Commission order under the Public Utility Holding Company Act of 1935 and which have been reported in certificates filed pursuant to Rule 24 and Rule 52 for the year 2002.
Page 18
ITEM 4 - ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
|
Name of Company Redeeming or Retiring Securities |
|
|
|
Commission Authorization (note 2) |
|||
|
|
|
|
|
(in thousands) |
|
||
Dominion Resources Inc. (Dominion) |
|
|
|
|
|
|||
Senior notes (note 3) |
Dominion |
$450,000 |
|
$450,000 |
Rule 42 |
|||
Notes payable to affiliates |
Dominion |
|
$226,768 |
$226,768 |
Rule 42 |
|||
|
|
|
|
|
|
|||
Common stock |
Dominion |
$66,000 |
|
$66,000 |
Rule 42 |
|||
|
|
|
|
|
|
|||
Dominion Capital |
|
|
|
|
|
|||
Term loan |
Dominion Capital |
|
$675,000 |
$675,000 |
Rule 42 |
|||
|
|
|
|
|
|
|
|
|
Dominion Exploration Canada Ltd. |
|
|
|
|
|
|||
Revolving line of credit |
Dominion Exploration Canada Ltd. |
$93,666 |
|
$93,666 |
Rule 42 |
|||
|
|
|
|
|
|
|
|
|
DOTEPI |
|
|
|
|
|
|||
Senior Subordinated Notes |
DOTEPI |
$6,000 |
|
$6,000 |
Rule 42 |
|||
|
|
|
|
|
|
|||
Dominion E&P |
|
|
|
|
|
|||
Non-negotiable note |
Dominion E&P |
|
$4,450 |
$4,450 |
Rule 42 |
|||
|
|
|
|
|
|
|
|
|
Dominion East Ohio |
|
|
|
|
|
|||
Non-negotiable notes |
Dominion East Ohio |
|
$2,440 |
$2,440 |
Rule 42 |
|||
|
|
|
|
|
|
|
|
|
Dominion Hope |
|
|
|
|
|
|||
Non-negotiable notes |
Dominion Hope |
|
$474 |
$474 |
Rule 42 |
|||
|
|
|
|
|
|
|
|
|
Dominion Peoples |
|
|
|
|
|
|||
Non-negotiable notes |
Dominion Peoples |
|
$1,261 |
$1,261 |
Rule 42 |
|||
|
|
|
|
|
|
|
|
|
Dominion Transmission |
|
|
|
|
|
|||
Non-negotiable notes |
Dominion Transmission |
|
$5,827 |
$5,827 |
Rule 42 |
|||
|
|
|
|
|
|
|
|
|
Elwood Energy LLC |
|
|
|
|
|
|||
Senior secured bonds |
Elwood Energy LLC |
|
$8,141 |
$8,141 |
Rule 42 |
|||
|
|
|
|
|
|
|||
Goodman Segar Hogan, Inc. |
|
|
|
|
|
|||
Fixed-rate note |
Goodman Segar Hogan, Inc. |
|
$5 |
$5 |
Rule 42 |
|||
|
|
|
|
|
|
|
|
|
Kincaid Generation, L.L.C. |
|
|
|
|
|
|||
Senior secured bonds |
Kincaid Generation, L.L.C. |
|
$6,778 |
$6,778 |
Rule 42 |
|||
|
|
|
|
|
|
|
|
|
Morgantown Energy Associates |
|
|
|
|
|
|||
Subordinated debt |
Morgantown Energy Associates |
|
$1,555 |
$1,555 |
Rule 42 |
|||
Fixed-rate bonds |
Morgantown Energy Associates |
|
$3,510 |
$3,510 |
Rule 42 |
|||
|
|
|
|
|
|
|
|
Page 19
ITEM 4 - ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (continued)
|
Name of Company Redeeming or Retiring Securities |
|
|
|
Commission Authorization (note 2) |
|||
|
|
|
(in thousands) |
|
||||
|
|
|
|
|
|
|
|
|
Virginia Power |
|
|
|
|
|
|||
Medium Term Notes |
Virginia Power |
|
$280,000 |
$280,000 |
Rule 42 |
|||
First and Refunding Bonds (note 4) |
Virginia Power |
$200,000 |
$255,000 |
$455,000 |
Rule 42 |
|||
Junior subordinated notes |
Virginia Power |
$139,175 |
|
$139,175 |
Rule 42 |
|||
Preferred stock |
Virginia Power |
$250,000 |
|
$250,000 |
Rule 42 |
|||
|
|
|
|
|
|
|
|
|
Virginia Power Capital Trust I |
|
|
|
|
|
|||
Trust preferred securities |
Virginia Power Capital Trust I |
|
|
|
||||
Common securities |
Virginia Power Capital Trust I |
|
|
|
|
Notes to Item 4:
1. Except as noted, all securities redeemed or retired have been cancelled.
2. Public Utility Holding Company Act of 1935.
3. During 2002, Dominion redeemed $450 million of remarketable senior notes. In a direct exchange, Dominion completed the redemption by issuing $520 million of senior notes. The principal amount of the senior notes was determined by an exchange ratio that was based upon the fair value of the remarketable senior notes.
4. During 2002, Virginia Power redeemed $200 million of mortgage bonds. Virginia Power completed the redemption by issuing $650 million of senior notes. The redemption included a direct exchange of senior notes for $117 million of the mortgage bonds. The Company used the remaining cash proceeds from the issuance of the senior notes to redeem the remaining $83 million of the mortgage bonds and for general corporate purposes, including the repayment of other debt.
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES
The aggregate amounts of investments at December 31, 2002, in persons operating in the system's retail service area are shown below.
|
Number |
|
|
Dominion Transmission |
One |
State Development Fund |
$100,000 |
Dominion Hope |
One |
State Development Fund |
$100,000 |
Dominion Hope |
One |
Economic Development Small Business Investment Company (Note 1) |
$1,125,002 |
Dominion Peoples |
One |
Strategic Investment Fund |
$300,000 |
Dominion East Ohio |
One |
Cleveland Development Partnership |
$1,000,000 |
Note 1: Investment made pursuant to the West Virginia Capital Companies Act and under Rule 40(a)(5).
Page 20
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES (continued)
Other investments in securities of non-system companies included the following:
|
|
|
|
Type of Investment |
Shares Owned/ |
Dominion |
Pantellos, Corp. |
Investor in electronic marketplace |
$3,059,686 |
Common stock |
319,329 shares |
First Dominion Capital LLC |
Celerity Partners III, LP |
Investment company |
$2,480,377 |
Partnership interest |
5% |
FS Warrant, LP |
Glenoit Universal, Ltd. |
Distributor and manufacturer of consumer goods |
$856,983 |
Common stock |
56,250 shares |
FS Warrant, LP |
Houlihan's Restaurants, Inc. |
Operates a national chain of restaurants |
$6,849,925 |
Common stock |
73,723 shares |
Dominion Capital |
Rocky Mountain Mezzanine Fund II, LP |
Investment company |
$2,676,151 |
Partnership interest |
8% |
Dominion Alliance Holdings, Inc. |
BridgeCo |
Develop infrastructure for regional transmission operator |
$9,163,278 |
Common stock |
2,500,000 shares |
For Virginia Power's investments in securities of non-system companies, see Exhibit F.
The above do not include investments in securities of non-system companies which have been authorized by Commission order under the Public Utility Holding Company Act of 1935 and which are subject to Rule 24 Certificate filing requirements.
Page 21
ITEM 6. OFFICERS AND DIRECTORS
Part 1. Names, principal business address and positions held as of December 31, 2002
The names, principal business address and positions held as of December 31, 2002 of the officers and directors of system companies are presented in the tables below. The principal business address of each officer and director are indicated in such tables by the numbers (1) through (43). The addresses associated with these number designations are shown in the following address key. The symbols used to indicate the positions held by officers and directors are shown in the position symbol key below.
ADDRESS KEY
(1) 120 Tredegar Street, Richmond, VA 23219
(2) 701 East Cary Street, Richmond, VA 23219
(3) 5000 Dominion Boulevard, Glen Allen, VA 23060
(4) 625 Liberty Avenue, Pittsburgh, PA 15222
(5) 1450 Poydras Street, New Orleans, LA 70112
(6) 140 West Main Street, Clarksburg, WV 23601
(7) 1201 East 55th Street, Cleveland, OH 44103
(8) 445 West Main Street, Clarksburg, WV 23601
(9) 1717 East Ninth Street, Cleveland, OH 44114
(10) 16945 Northchase Drive, Houston, TX 77060
(11) 5570 Hog Island Road, Surry, VA 23883
(12) 1022 Haley Drive, Mineral, VA 23117
(13) 4355 Innslake Drive, Glen Allen, VA 23060
(14) 14000 Quail Springs Parkway, Suite 600, Oklahoma City, OK 73134
(15) Rope Ferry Road, Waterford, CT 06385
(16) 781 Weed Street, New Canaan, CT 06840
(17) 100 North Tryon Street, Suite 2600, Charlotte, NC 28202
(18) 904 North First Street, Richmond, VA 23219
(19) 3805 Greenway, Baltimore, MD 21218
(20) 29 Everett Street, Cambridge, MA 02138
(21) 1422 Euclid Avenue, Suite 1400, Cleveland, OH 44115
(22) 6 Whittaker's Mill, Williamsburg, VA 23185
(23) 1122 North 25th Street, Suite A, Richmond, VA 23223
(24) 314 Burnwick Road, Richmond, VA 23227
(25) 3559 Fairystone Park Highway, 2nd Floor, Bassett, VA 24055
(26) 420 South Marion Parkway, Denver, CO 80209
(27) 1415 Louisiana Street, Suite 2700, Houston, TX 77002
(28) 400 3rd Avenue, SW, Calgary, Alberta, Canada T2P4H2
(29) 3700 Canterra Tower, 400 Third Ave. S.W., Calgary, Alberta, T2P4H2
(30) One Dominion Drive, Jane Lew, WV 26378
(31) 2539 Washington Road, Suite 1010, Upper St. Clair, PA 15241
(32) 1921 Hamilton Avenue, Cleveland OH 44114
(33) 2400 Grayland Avenue, Richmond, VA 23220
(34) Basin Harbor Road, Vergennes, VT 05491
(35) 417 Libbie Avenue, Richmond, VA 23226
(36) 2850 West Golf Road, Rolling Meadows, IL 60008
(37) 490 East Locust Street, Dallastown, PA 17313
(38) 50 Energy Drive, Suite 202, Canton, MA 02021
(39) 101 West Main Street, Suite 900, Norfolk, VA 23510
(40) 909 Fannin Street, Suite 3100, Houston, TX 77010
(41) 10825 Washington Blvd, Culver City, CA 90232
(42) One James Center, 901 East Cary Street, Richmond, VA 23219
(43) 1000 Mill Pond Road, Toano, VA 23168
(44) 130 East Randolph Drive, Chicago, IL 60601
Page 22
POSITION SYMBOL KEY
CB |
--Chairman of the Board |
|
SVP |
--Senior Vice President |
CEO |
--Chief Executive Officer |
|
S |
--Secretary |
P |
--President |
|
T |
--Treasurer |
EVP |
--Executive Vice President |
|
C |
--Controller |
CFO |
--Chief Financial Officer |
|
GC |
--General Counsel |
COO |
--Chief Operating Officer |
|
D |
--Director |
American Exploration Production Company |
||||
Name and Principal Address |
Title |
|
Name and Principal Address |
Title |
Duane C. Radtke (10) |
D, P, CEO |
|
Fred G. Wood, III (10) |
SVP |
Paul R. Baker (27) |
SVP |
|
James D. Abercrombie (5) |
VP |
Kevin P. Guilbeau (5) |
SVP |
|
Dennis G. Millet (10) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
Rohinton K. Irani (14) |
SVP |
|
Carol J. Nichols (5) |
C |
|
||||
American Reserve Company |
||||
Duane C. Radtke (10) |
D, P, CEO |
|
Fred G. Wood, III (10) |
SVP |
Paul R. Baker (27) |
SVP |
|
James D. Abercrombie (5) |
VP |
Kevin P. Guilbeau (5) |
SVP |
|
Dennis G. Millet (10) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
Rohinton K. Irani (14) |
SVP |
|
Carol J. Nichols (5) |
C |
|
||||
Armstrong Energy Limited Partnership, LLLP |
||||
Mark F. McGettrick (1) |
P, CEO |
|
Martin L. Bowling, Jr. (3) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
Edward J. Rivas (3) |
SVP |
|
|
|
|
||||
Cambrian Capital Corporation |
||||
Daniel Conwill (40) |
D |
|
Patrick M. DaPra (40) |
P, S |
Ryoichi Kobatake (40) |
D |
|
Susan Leach (40) |
VP |
William S. Mistr (1) |
D |
|
Bo Li (40) |
T |
|
|
|
|
|
CNG Cayman Two Ltd. |
||||
Thomas N. Chewning (1) |
D |
|
E.J. Marks, III (1) |
S |
|
||||
CNG Coal Company |
||||
Duane C. Radtke (10) |
D, P, CEO |
|
Fred G. Wood, III (10) |
SVP |
Paul R. Baker (27) |
SVP |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Carol J. Nichols (5) |
C |
|
||||
CNG International Corporation |
||||
Thomas N. Chewning (1) |
D, P, CEO |
|
Patricia A. Wilkerson (1) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
E. J. Marks, III (1) |
S |
|
|
|
|
|
CNG Kauai, Inc. |
||||
Thomas N. Chewning (1) |
D, P |
|
Martin L. Bowling, Jr. (3) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Pamela F. Faggert (3) |
VP |
Edward J. Rivas (3) |
SVP |
|
Patricia A. Wilkerson (1) |
VP, S |
Page 23
ITEM 6. OFFICERS AND DIRECTORS (continued)
CNG Labuan One Limited |
||||||||
Name and Principal Address |
Title |
|
Name and Principal Address |
Title |
||||
Thomas N. Chewning (1) |
D |
|
International Trust Sdn Bhd |
S |
||||
Perry A. Corsello (1) |
D |
|
|
|
||||
|
||||||||
CNG Main Pass Gas Gathering Corporation |
||||||||
Duane C. Radtke (10) |
D, P, CEO |
|
Dennis G. Millet (10) |
VP |
||||
Paul R. Baker (27) |
SVP |
|
Patricia A. Wilkerson (1) |
VP, S |
||||
G. Scott Hetzer (1) |
SVP, T |
|
Carol J. Nichols (5) |
C |
||||
Fred G. Wood, III (10) |
SVP |
|
|
|
||||
|
|
|
|
|
||||
CNG Oil Gathering Corporation |
||||||||
Duane C. Radtke (10) |
D, P, CEO |
|
Dennis G. Millet (10) |
VP |
||||
Paul R. Baker (27) |
SVP |
|
Patricia A. Wilkerson (1) |
VP, S |
||||
G. Scott Hetzer (1) |
SVP, T |
|
Carol J. Nichols (5) |
C |
||||
Fred G. Wood, III (10) |
SVP |
|
|
|
||||
|
||||||||
CNG Pipeline Company |
||||||||
Duane C. Radtke (10) |
D, P, CEO |
|
Fred G. Wood, III (10) |
SVP |
||||
Paul R. Baker (27) |
SVP |
|
James D. Abercrombie (5) |
VP |
||||
Kevin P. Guilbeau (5) |
SVP |
|
Patricia A. Wilkerson (1) |
VP, S |
||||
G. Scott Hetzer (1) |
SVP, T |
|
Carol J. Nichols (5) |
C |
||||
|
|
|
|
C |
||||
CNG Power Services Corporation |
||||||||
Thomas F. Farrell, II (1) |
D |
|
Edward J. Rivas (3) |
SVP |
||||
Mark F. McGettrick (1) |
P, CEO |
|
Martin L. Bowling, Jr. (3) |
VP |
||||
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
||||
|
||||||||
Carthage Energy Services, Inc. |
||||||||
Fred G. Wood, III (10) |
D, P, T |
|
Carol J. Nichols (5) |
C |
||||
Patricia A. Wilkerson (1) |
VP, S |
|
|
|
||||
|
||||||||
Compendia Media Group |
||||||||
Nicholas Yakubik (36) |
CB |
|
Martin Tudor (41) |
D, P, CEO |
||||
Jeffrey A. Cerny (36) |
D |
John D. Kennedy (41) |
VP |
|||||
Mark P. Mikuta (1) |
D |
|
Edward A. Szarkowicz (36) |
VP |
||||
Michael Olsen (41) |
D, VP |
|
Patricia A. Wilkerson (1) |
VP |
||||
Robert S. Palmer (36) |
D |
E. J. Marks, III (1) |
S |
|||||
|
|
|
|
|
||||
Consolidated Natural Gas Company |
||||||||
Thos. E. Capps (1) |
CB, P, CEO |
|
James L. Sanderlin (1) |
SVP |
||||
Thomas N. Chewning (1) |
D, EVP, CFO |
|
William C. Hall, Jr. (1) |
VP |
||||
Thomas F. Farrell, II (1) |
D, EVP |
|
Simon C. Hodges (1) |
VP |
||||
Jay L. Johnson (1) |
EVP |
|
Karen E. Hunter (2) |
VP |
||||
Duane C. Radtke (10) |
D, EVP |
|
Steven A. Rogers (1) |
VP, C |
||||
Eva S. Hardy (2) |
SVP |
|
James F. Stutts (1) |
VP, GC |
||||
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
||||
|
||||||||
Cypress Energy, Inc. |
||||||||
Duane C. Radtke (10) |
D, P, CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
||||
G. Scott Hetzer (1) |
SVP, T |
|
Carol J. Nichols (5) |
C |
||||
Fred G. Wood, III (10) |
SVP |
|
|
|
Page 24
ITEM 6. OFFICERS AND DIRECTORS (continued)
Dallastown Realty I, LLC |
||||
Name and Principal Address |
Title |
|
Name and Principal Address |
Title |
Charles E. Atwood, II (37) |
P, CEO, S |
|
Ronald G. Drake (37) |
VP, T |
|
|
|
|
|
Dallastown Realty II, LLC |
||||
Charles E. Atwood, II (37) |
P, CEO, S |
|
Ronald G. Drake (37) |
VP, T |
|
||||
DEI Cayman Holding Company |
||||
Thomas F. Farrell, II (1) |
D |
|
Edward J. Rivas (3) |
SVP |
Mark F. McGettrick (1) |
P, CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Carol J. Nichols (5) |
C |
|
|
|
|
|
DEPI Texas Holdings, LLC |
||||
Thomas N. Chewning (1) |
P, CEO |
|
Patricia A. Wilkerson (1) |
VP,S |
G. Scott Hetzer (1) |
SVP, T |
|
|
|
|
||||
Devonian Energy Corporation |
||||
Daniel Conwill (40) |
D |
|
Patrick M. DaPra (40) |
P, S |
Ryoichi Kobatake (40) |
D |
|
Susan Leach (40) |
VP |
William S. Mistr (1) |
D |
|
Bo Li (40) |
T |
|
|
|
|
|
DT Services, Inc. |
||||
Jay L. Johnson (2) |
D, P, CEO |
|
Karen E. Hunter (2) |
VP |
Thomas N. Chewning (1) |
D |
|
Michael W. Lanier (13) |
VP |
M. Stuart Bolton, Jr. (2) |
SVP |
|
Patricia McIntyre (13) |
VP |
G. Scott Hetzer (1) |
D, SVP, T |
|
Charles Vassallo (13) |
VP |
Gregg T. Kamper (13) |
SVP |
|
Patricia A. Wilkerson (1) |
VP, S |
Albert W. Altimore (13) |
VP |
|
Elwood L. Tanner (2) |
C |
|
||||
Domcan Boundary Corp. |
||||
Duane C. Radtke (10) |
CB, |
|
Milton Porter (28) |
D, VP |
Anthony W. Marino (28) |
P, CEO |
|
David Sprague (28) |
VP |
Duncan Chisholm (28) |
SVP |
|
Lyle Strom (28) |
VP |
Timothy S. Parker (10) |
SVP |
|
Patricia A. Wilkerson (1) |
VP |
Fred G. Wood, III (10) |
SVP |
|
Jack C. MacGillivray (29) |
S |
|
||||
Domcan NSI ULC |
||||
Duane C. Radtke (10) |
CB |
|
Milton Porter (28) |
D, VP |
Anthony W. Marino (28) |
P, CEO |
|
David Sprague (28) |
VP |
Duncan Chisholm (28) |
SVP |
|
Lyle Strom (28) |
VP |
Timothy S. Parker (10) |
SVP |
|
Patricia A. Wilkerson (1) |
VP |
Fred G. Wood, III (10) |
SVP |
|
Jack C. MacGillivray (29) |
S |
|
|
|
|
|
Dominion Alliance Holding, Inc. |
||||
Thomas F. Farrell, II (1) |
D, P, CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
M. Stuart Bolton, Jr. (2) |
SVP |
|
Maxwell R. Schools, Jr. (2) |
C |
G. Scott Hetzer (1) |
SVP, T |
|
|
|
|
|
|
|
|
Page 25
ITEM 6. OFFICERS AND DIRECTORS (continued)
Dominion Appalachian Development, Inc. |
||||
Name and Principal Address |
Title |
|
Name and Principal Address |
Title |
Duane C. Radtke (10) |
D, P, CEO |
|
Benjamin A. Hardesty (30) |
VP |
Paul R. Baker (27) |
SVP |
|
Dennis G. Millet (10) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
Timothy S. Parker (10) |
SVP |
|
Carol J. Nichols (5) |
C |
Fred G. Wood, III (10) |
SVP |
|
|
|
|
|
|
|
|
Dominion Armstrong, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
Martin L. Bowling, Jr. (3) |
VP |
Mark F. McGettrick (1) |
P, CEO |
|
James K. Martin (1) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
Edward J. Rivas (3) |
SVP |
|
Lee D. Katz (1) |
C |
|
||||
Dominion Armstrong Services Company, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
Martin L. Bowling, Jr. (3) |
VP |
Mark F. McGettrick (1) |
P, CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Lee D. Katz (1) |
C |
Edward J. Rivas (3) |
SVP |
|
|
|
|
||||
Dominion Black Warrior Basin, Inc. |
||||
Duane C. Radtke (10) |
D, P, CEO |
|
Fred G. Wood, III (10) |
SVP |
Paul R. Baker (27) |
SVP |
|
Dennis G. Millet (10) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
Timothy S. Parker (10) |
SVP |
|
Carol J. Nichols (5) |
C |
|
|
|
|
|
Dominion Canada Finance Company |
||||
Thos. E. Capps (1) |
D |
|
G. Scott Hetzer (1) |
D, SVP, T |
Thomas N. Chewning (1) |
D, P |
|
Patricia A. Wilkerson (1) |
S |
|
||||
Dominion Capital Ventures Corporation |
||||
|
|
|
|
|
G. Scott Hetzer (1) |
D, P, CEO |
|
Patricia A. Wilkerson (1) |
VP |
Mark P. Mikuta (1) |
VP |
|
E. J. Marks, III (1) |
S |
|
|
|
|
|
Dominion Capital, Inc. |
||||
Thomas N. Chewning (1) |
CB |
|
Patricia A. Wilkerson (1) |
VP |
G. Scott Hetzer (1) |
P |
|
E. J. Marks, III (1) |
S |
Mark P. Mikuta (1) |
VP, C |
|
|
|
|
|
|
|
|
Dominion Cleveland Thermal Generation, LLC |
||||
Mark F. McGettrick (1) |
P, CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Lee D. Katz (1) |
C |
|
|
|
|
|
Dominion Cleveland Thermal, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
Patricia A. Wilkerson (1) |
VP, S |
Mark F. McGettrick (1) |
P, CEO |
|
Lee D. Katz (1) |
C |
G. Scott Hetzer (1) |
SVP, T |
|
|
|
|
|
|
|
|
Dominion Cleveland Thermal, LLC |
||||
Mark F. McGettrick (1) |
P, CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Lee D. Katz (1) |
C |
|
|
|
|
|
Page 26
ITEM 6. OFFICERS AND DIRECTORS (continued)
Dominion Cleveland Chilled Water Distribution, LLC |
||||
Name and Principal Address |
Title |
|
Name and Principal Address |
Title |
Mark F. McGettrick (1) |
P, CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Lee D. Katz (1) |
C |
|
|
|
|
|
Dominion Cleveland Steam Distribution, LLC |
||||
Mark F. McGettrick (1) |
P, CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Lee D. Katz (1) |
C |
|
|
|
|
|
Dominion Cogen, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
Martin L. Bowling, Jr. (3) |
VP |
Mark F. McGettrick (1) |
P, CEO |
|
Pamela F. Faggert (3) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
Edward J. Rivas (3) |
SVP |
|
Lee D. Katz (1) |
C |
|
||||
Dominion Cogen WV, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
Martin L. Bowling, Jr. (3) |
VP |
Mark F. McGettrick (1) |
P, CEO |
|
Pamela F. Faggert (3) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
Edward J. Rivas (3) |
SVP |
|
Lee D. Katz (1) |
C |
|
|
|
|
|
Dominion Cove Point LNG Company, LLC |
||||
Paul D. Koonce (1) |
CEO |
|
Pamela F. Faggert (3) |
VP |
Gary L. Sypolt (8) |
P |
|
Marc A. Halbritter (4) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
Jeffrey L. Barger (8) |
VP |
|
Lee D. Katz (1) |
C |
|
|
|
|
|
Dominion Cove Point, Inc. |
||||
Thomas F. Farrell, II.(1) |
D |
|
Pamela F. Faggert (3) |
VP |
Paul D. Koonce (1) |
CEO |
|
Marc A. Halbritter (4) |
VP |
Gary L. Sypolt (8) |
P |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Lee D. Katz (1) |
C |
Jeffrey L. Barger (8) |
VP |
|
|
|
|
||||
Dominion Davidson, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
James K. Martin (1) |
VP |
Mark F. McGettrick (1) |
P, CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Lee D. Katz (1) |
C |
Martin L. Bowling, Jr. (3) |
VP |
|
|
|
|
||||
Dominion Dresden Services Company, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
Martin L. Bowling, Jr. (3) |
VP |
Mark F. McGettrick (1) |
P, CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Lee D. Katz (1) |
C |
Edward J. Rivas (3) |
SVP |
|
|
|
|
||||
Dominion Dresden, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
Martin L. Bowling, Jr. (3) |
VP |
Mark F. McGettrick (1) |
P, CEO |
|
James K. Martin (1) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
Edward J. Rivas (3) |
SVP |
|
Lee D. Katz (1) |
C |
Page 27
ITEM 6. OFFICERS AND DIRECTORS (continued)
Dominion Elwood Expansion, Inc. |
||||
Name and Principal Address |
Title |
|
Name and Principal Address |
Title |
Thomas F. Farrell, II (1) |
D |
|
James K. Martin (1) |
VP |
Mark F. McGettrick (1) |
P, CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Lee D. Katz (1) |
C |
Martin L. Bowling, Jr. (3) |
VP |
|
|
|
|
||||
Dominion Elwood, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
Martin L. Bowling, Jr. (3) |
VP |
Mark F. McGettrick (1) |
P, CEO |
|
Pamela F. Faggert (3) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
Edward J. Rivas (3) |
SVP |
|
Lee D. Katz (1) |
C |
|
||||
Dominion Elwood Services Company, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
Martin L. Bowling, Jr. (3) |
VP |
Mark F. McGettrick (1) |
P, CEO |
|
Pamela F. Faggert (3) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
Edward J. Rivas (3) |
SVP |
|
Lee D. Katz (1) |
C |
|
|
|
|
|
Dominion Energy Canada Limited |
||||
Duane C. Radtke (10) |
CB |
|
Milton Porter (28) |
D, VP |
Anthony W. Marino (28) |
P, CEO |
|
David Sprague (28) |
VP |
Duncan Chisholm (28) |
SVP |
|
Lyle Strom (28) |
VP |
Timothy S. Parker (10) |
SVP |
|
Patricia A. Wilkerson (1) |
VP |
Fred G. Wood, III (10) |
SVP |
|
Jack C. MacGillivray (29) |
S |
|
|
|
|
|
Dominion Energy Clearinghouse Canada, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
Lyle Strom (28) |
D, VP |
Paul D. Koonce (1) |
CEO |
|
Patricia A. Wilkerson (1) |
VP |
Kevin T. Howell (3) |
P |
|
Jack C. MacGillivray (29) |
S |
G. Scott Hetzer (1) |
SVP, T |
|
|
|
|
|
|
|
|
Dominion Energy Clearinghouse, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
Patricia A. Wilkerson (1) |
VP, S |
Paul D. Koonce (1) |
CEO |
|
Lee D. Katz (1) |
C |
G. Scott Hetzer (1) |
SVP, T |
|
|
|
|
|
|
|
|
Dominion Energy Clearinghouse Storage Services, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
Kevin T. Howell (3) |
P |
Paul D. Koonce (1) |
CEO |
|
Patricia A. Wilkerson (1) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Lee D. Katz (1) |
C |
|
||||
Dominion Energy Construction Company |
||||
Thomas F. Farrell, II (1) |
D |
|
Martin L. Bowling, Jr. (3) |
VP |
Mark F. McGettrick (1) |
P, CEO |
|
Pamela F. Faggert (3) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP |
Edward J. Rivas (3) |
SVP |
|
Lee D. Katz (1) |
C |
|
||||
Dominion Energy Direct Sales, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
Patricia A. Wilkerson (1) |
VP, S |
Paul D. Koonce (1) |
CEO |
|
Lee D. Katz (1) |
C |
G. Scott Hetzer (1) |
SVP, T |
|
|
|
|
|
|
|
|
Page 28
ITEM 6. OFFICERS AND DIRECTORS (continued)
Dominion Energy Exchange, Inc. |
||||
Name and Principal Address |
Title |
|
Name and Principal Address |
Title |
Thomas F. Farrell, II (1) |
D |
|
G. Scott Hetzer (1) |
SVP, T |
Paul D. Koonce (1) |
CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
Gary L. Sypolt (8) |
P |
|
Lee D. Katz (1) |
C |
|
|
|
|
|
Dominion Energy Holding Cayman Company LDC |
||||
Thomas N. Chewning (1) |
D, P, CEO |
|
Steven A. Rogers (1) |
C |
Fred G. Wood, III (10) |
VP, T |
|
Patricia A. Wilkerson (1) |
S |
|
||||
Dominion Energy Holdings, Inc. |
||||
Thomas F. Farrell, II (1) |
D, P, CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Lee D. Katz (1) |
C |
|
|
|
|
|
Dominion Energy, Inc. |
||||
Thos. E. Capps (1) |
CB |
|
Martin L. Bowling, Jr. (3) |
VP |
Thomas N. Chewning (1) |
D |
|
Pamela F. Faggert (3) |
VP |
Thomas F. Farrell, II (1) |
D, P, CEO |
|
David C. Holden (3) |
VP |
Duane C. Radtke (10) |
D |
|
Karen E. Hunter (2) |
VP |
Mark F. McGettrick (1) |
P |
|
James K. Martin (1) |
VP |
David A. Christian (3) |
SVP |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Lee D. Katz (1) |
C |
Edward J. Rivas (3) |
SVP |
|
|
|
|
|
|
|
|
Dominion Energy Marketing, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
James K. Martin (1) |
VP |
Paul D. Koonce (1) |
CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Lee D. Katz (1) |
C |
|
||||
Dominion Energy Peru Holdings, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
Edward J. Rivas (3) |
SVP |
Mark F. McGettrick (1) |
P, CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Lee D. Katz (1) |
C |
|
||||
Dominion Energy Services Company, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
Martin L. Bowling, Jr. (3) |
VP |
Mark F. McGettrick (1) |
P, CEO |
|
Pamela F. Faggert (3) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
Edward J. Rivas (3) |
SVP |
|
Lee D. Katz (1) |
C |
|
|
|
|
|
Dominion Energy Technologies, Inc. |
||||
Thomas N. Chewning (1) |
D |
|
James K. Martin (1) |
VP |
Thomas F. Farrell, II (1) |
D, P, CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
D, SVP, T |
|
Lee D. Katz (1) |
C |
|
|
|
|
|
Dominion Equipment II, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
Martin L. Bowling, Jr. (3) |
VP |
Mark F. McGettrick (1) |
P, CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Lee D. Katz (1) |
C |
Edward J. Rivas (3) |
SVP |
|
|
|
Page 29
ITEM 6. OFFICERS AND DIRECTORS (continued)
Dominion Equipment III, Inc. |
||||
Name and Principal Address |
Title |
|
Name and Principal Address |
Title |
Thomas F. Farrell, II (1) |
D |
|
James K. Martin (1) |
VP |
Mark F. McGettrick (1) |
P, CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Lee D. Katz (1) |
C |
Martin L. Bowling, Jr. (3) |
VP |
|
|
|
Dominion Equipment, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
Martin L. Bowling, Jr. (3) |
VP |
Mark F. McGettrick (1) |
P, CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Lee D. Katz (1) |
C |
Edward J. Rivas (3) |
SVP |
|
|
|
|
||||
Dominion Exploration & Production, Inc. |
||||
Duane C. Radtke (10) |
D, P, CEO |
|
Timothy S. Parker (10) |
SVP |
Paul R. Baker (27) |
SVP |
|
Fred G. Wood, III (10) |
SVP |
Kevin P. Guilbeau (5) |
SVP |
|
James D. Abercrombie (5) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Dennis G. Millet (10) |
VP |
Rohinton K. Irani (14) |
SVP |
|
Patricia A. Wilkerson (1) |
VP, S |
Anthony W. Marino (28) |
SVP |
|
Carol J. Nichols (5) |
C |
|
|
|
|
|
Dominion Exploration Canada Ltd. |
||||
Duane C. Radtke (10) |
CB |
|
Milton Porter (28) |
D, VP |
Anthony W. Marino (28) |
P, CEO |
|
David Sprague (28) |
VP |
Duncan Chisholm (28) |
SVP |
|
Lyle Strom (28) |
VP |
Timothy S. Parker (10) |
SVP |
|
Patricia A. Wilkerson (1) |
VP |
Fred G. Wood, III (10) |
SVP |
|
Jack C. MacGillivray (29) |
S |
|
||||
Dominion Fairless Hills, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
Martin L. Bowling, Jr. (3) |
VP |
Mark F. McGettrick (1) |
P, CEO |
|
James K. Martin (1) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
Edward J. Rivas (3) |
SVP |
|
Lee D. Katz (1) |
C |
|
|
|
|
|
Dominion Fiber Ventures, LLC |
||||
Jay L. Johnson (2) |
P, CEO |
|
Patricia McIntyre (13) |
VP |
M. Stuart Bolton, Jr. (2) |
SVP |
|
Charles Vassallo (13) |
VP |
G. Scott Hetzer (1) |
D, SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
Gregg T. Kamper (13) |
SVP |
|
Elwood L. Tanner (2) |
C |
|
|
|
|
|
Dominion Field Services, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
Charles E. Roberts (6) |
VP |
Paul D. Koonce (1) |
CEO |
|
Joseph C. Vanzant, Jr. (31) |
VP |
Kevin T. Howell (3) |
P |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Lee D. Katz (1) |
C |
|
|
|
|
|
Dominion First Source, Inc. |
||||
G. Scott Hetzer (1) |
D, P |
|
Edward A. Szarkowicz (36) |
VP |
Nicholas Yakubik (36) |
SVP |
|
Patricia A. Wilkerson (1) |
VP |
Mark P. Mikuta (1) |
VP |
|
E. J. Marks, III (1) |
S |
|
|
|
|
|
Page 30
ITEM 6. OFFICERS AND DIRECTORS (continued)
Dominion Gas Marketing, Inc.. |
||||
Name and Principal Address |
Title |
|
Name and Principal Address |
Title |
Duane C. Radtke (10) |
P, CEO |
|
Fred G. Wood, III (10) |
SVP |
Paul R. Baker (27) |
SVP |
|
James D. Abercrombie (5) |
VP |
Kevin P. Guilbeau (5) |
SVP |
|
Dennis G. Millet (10) |
VP |
G. Scott Hetzer (1) |
SVP, T |
Patricia A. Wilkerson (1) |
VP, S |
|
Rohinton K. Irani (14) |
SVP |
|
Carol J. Nichols (5) |
C |
|
||||
Dominion Gas Processing MI, Inc. |
||||
Duane C. Radtke (10) |
D, P, CEO |
|
Dennis G. Millet (10) |
VP |
Paul R. Baker (27) |
SVP |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Carol J. Nichols (5) |
C |
Fred G. Wood, III (10) |
SVP |
|
|
|
|
||||
Dominion Gas Projects Company, LLC |
||||
Paul D. Koonce (1) |
CEO |
|
Pamela F. Faggert (3) |
VP |
Gary L. Sypolt (8) |
P |
|
Marc A. Halbritter (4) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
Jeffrey L. Barger (8) |
VP |
|
Lee D. Katz (1) |
C |
|
|
|
|
|
Dominion Generation Corporation |
||||
Thomas F. Farrell, II (1) |
D |
|
Eugene S. Grecheck (3) |
VP |
Mark F. McGettrick (1) |
P, CEO |
|
Leslie N. Hartz (3) |
VP |
David A. Christian (3) |
SVP |
|
James K. Martin (1) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
Edward J. Rivas (3) |
SVP |
|
Richard H. Blount, II (11) |
VP |
Martin L. Bowling, Jr. (3) |
VP |
|
David A. Heacock (12) |
VP |
Malcom G. Deacon, Jr. (3) |
VP |
|
Lee D. Katz (1) |
C |
Pamela F. Faggert (3) |
VP |
|
|
|
|
|
|
|
|
Dominion Greenbrier, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
Pamela F. Faggert (3) |
VP |
Paul D. Koonce (1) |
CEO |
|
Marc A. Halbritter (4) |
VP |
Gary L. Sypolt (8) |
P |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Lee D. Katz (1) |
C |
Jeffrey L. Barger (8) |
VP |
|
|
|
|
|
|
|
|
Dominion Iroquois, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
Pamela F. Faggert (3) |
VP |
Paul D. Koonce (1) |
CEO |
|
Marc A. Halbritter (4) |
VP |
Gary L. Sypolt (8) |
P |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Lee D. Katz (1) |
C |
Jeffrey L. Barger (8) |
VP |
|
|
|
|
|
|
|
|
Dominion Kincaid, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
Martin L. Bowling, Jr. (3) |
VP |
Mark F. McGettrick (1) |
P, CEO |
|
Pamela F. Faggert (3) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
Edward J. Rivas (3) |
SVP |
|
Lee D. Katz (1) |
C |
|
|
|
|
|
Page 31
ITEM 6. OFFICERS AND DIRECTORS (continued)
Dominion Lands, Inc. |
||||
Name and Principal Address |
Title |
|
Name and Principal Address |
Title |
Thomas N. Chewning (1) |
D |
|
Mark P. Mikuta (1) |
VP |
Jerry L. Moore (1) |
P |
|
Patricia A. Wilkerson (1) |
VP |
James. H. Bennett (43) |
VP |
|
E. J. Marks, III (1) |
S |
|
|
|
|
|
Dominion Land Management Company - Williamsburg |
||||
Thomas N. Chewning (1) |
D |
|
Mark P. Mikuta (1) |
VP |
Jerry L. Moore (1) |
P |
|
Patricia A. Wilkerson (1) |
VP |
James. H. Bennett (43) |
VP |
|
E. J. Marks, III (1) |
S |
|
||||
Dominion Member Services, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
G. Scott Hetzer (1) |
SVP, T |
Paul D. Koonce (1) |
CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
|
|
|
|
|
Dominion Metering Services, Inc. |
||||
Jay L. Johnson (2) |
D, P, CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
M. Stuart Bolton, Jr. (2) |
SVP |
|
Maxwell R. Schools, Jr. (2) |
C |
G. Scott Hetzer (1) |
SVP, T |
|
|
|
|
|
|
|
|
Dominion Michigan Production Services, Inc. |
||||
Duane C. Radtke (10) |
D, P, CEO |
|
Benjamin A. Hardesty (30) |
VP |
Paul R. Baker (27) |
SVP |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Carol J. Nichols (5) |
C |
Fred G. Wood, III (10) |
SVP |
|
|
|
|
||||
Dominion Midwest Energy, Inc. |
||||
Duane C. Radtke (10) |
D, P, CEO |
|
Benjamin A. Hardesty (30) |
VP |
Paul R. Baker (27) |
SVP |
|
Dennis G. Millet (10) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
Timothy S. Parker (10) |
SVP |
|
Carol J. Nichols (5) |
C |
Fred G. Wood, III (10) |
SVP |
|
|
|
|
||||
Dominion Mt. Storm Wind, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
James K. Martin (1) |
VP |
Mark F. McGettrick (1) |
P, CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Lee D. Katz (1) |
C |
Martin L. Bowling, Jr. (3) |
VP |
|
|
|
|
||||
Dominion Natural Gas Storage, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
Pamela F. Faggert (3) |
VP |
Paul D. Koonce (1) |
CEO |
|
Marc A. Halbritter (4) |
VP |
Gary L. Sypolt (8) |
P |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Lee D. Katz (1) |
C |
Jeffrey L. Barger (8) |
VP |
|
|
|
|
|
|
|
|
Dominion North Star Generation, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
James K. Martin (1) |
VP |
Mark F. McGettrick (1) |
P, CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Lee D. Katz (1) |
C |
Martin L. Bowling, Jr. (3) |
VP |
|
|
|
Page 32
ITEM 6. OFFICERS AND DIRECTORS (continued)
Dominion Nuclear Connecticut, Inc. |
||||
Name and Principal Address |
Title |
|
Name and Principal Address |
Title |
Thomas F. Farrell, II (1) |
D, |
|
Eugene S. Grecheck (3) |
VP |
Mark F. McGettrick (1) |
D, P, CEO |
|
Leslie N. Hartz (3) |
VP |
David A. Christian (3) |
D, SVP |
|
James K. Martin (1) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
William R. Matthews (15) |
SVP |
|
J. Alan Price (15) |
VP |
Martin L. Bowling, Jr. (3) |
VP |
|
Lee D. Katz (1) |
C |
Pamela F. Faggert (3) |
VP |
|
|
|
|
||||
Dominion Nuclear Holdings, Inc. |
||||
Thomas F. Farrell, II (1) |
D, |
|
James K. Martin (1) |
VP |
Mark F. McGettrick (1) |
P, CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
David A. Christian (3) |
SVP |
|
Lee D. Katz (1) |
C |
G. Scott Hetzer (1) |
SVP, T |
|
|
|
|
|
|
|
|
Dominion Nuclear, Inc. |
||||
Thomas F. Farrell, II (1) |
D, |
|
James K. Martin (1) |
VP |
Mark F. McGettrick (1) |
P, CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
David A. Christian (3) |
SVP |
|
Lee D. Katz (1) |
C |
G. Scott Hetzer (1) |
SVP, T |
|
|
|
|
||||
Dominion Nuclear Marketing I, Inc. |
||||
Thomas F. Farrell, II (1) |
D, |
|
James K. Martin (1) |
VP |
Mark F. McGettrick (1) |
P, CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
David A. Christian (3) |
SVP |
|
Lee D. Katz (1) |
C |
G. Scott Hetzer (1) |
SVP, T |
|
|
|
|
|
|
|
|
Dominion Nuclear Marketing II, Inc. |
||||
Thomas F. Farrell, II (1) |
D, |
|
James K. Martin (1) |
VP |
Mark F. McGettrick (1) |
P, CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
David A. Christian (3) |
SVP |
|
Lee D. Katz (1) |
C |
G. Scott Hetzer (1) |
SVP, T |
|
|
|
|
|
|
|
|
Dominion Nuclear Marketing III, L.L.C. |
||||
Thomas F. Farrell, II (1) |
D |
|
James K. Martin (1) |
VP |
Mark F. McGettrick (1) |
D, P, CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
David A. Christian (3) |
SVP |
|
Lee D. Katz (1) |
C |
G. Scott Hetzer (1) |
SVP, T |
|
|
|
|
||||
Dominion Ohio ES, Inc. |
||||
Thomas F. Farrell, II (1) |
D, P, CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
M. Stuart Bolton, Jr. (2) |
SVP |
|
Maxwell R. Schools, Jr. (2) |
C |
G. Scott Hetzer (1) |
SVP, T |
|
|
|
|
|
|
|
|
Dominion Ohio ES, LLC |
||||
Mark S. Allen (33) |
Manager |
|
|
|
Randall B. Reynolds (33) |
Manager |
|
|
|
|
|
|
|
|
Page 33
ITEM 6. OFFICERS AND DIRECTORS (continued)
Dominion Oklahoma Texas Exploration & Production, Inc. |
||||
Name and Principal Address |
Title |
|
Name and Principal Address |
Title |
Duane C. Radtke (10) |
D, P, CEO |
|
Timothy S. Parker (10) |
SVP |
Paul R. Baker (27) |
SVP |
|
Fred G. Wood, III (10) |
SVP |
Kevin P. Guilbeau (5) |
SVP |
|
James D. Abercrombie (5) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Dennis G. Millet (10) |
VP |
Rohinton K. Irani (14) |
SVP |
|
Patricia A. Wilkerson (1) |
VP, S |
Anthony W. Marino (28) |
SVP |
|
Carol J. Nichols (5) |
C |
|
|
|
|
|
Dominion Person, Inc. |
||||
Name and Principal Address |
Title |
|
Name and Principal Address |
Title |
Thomas F. Farrell, II (1) |
D |
|
Pamela F. Faggert (3) |
VP |
Mark F. McGettrick (1) |
P, CEO |
|
James K. Martin (1) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
Edward J. Rivas (3) |
SVP |
|
Lee D. Katz (1) |
C |
Martin L. Bowling, Jr. (3) |
VP |
|
|
|
|
||||
Dominion Petroleum Marketing, Inc. |
||||
|
|
|
|
|
Thomas F. Farrell, II (1) |
D |
|
G. Scott Hetzer (1) |
SVP, T |
Paul D. Koonce (1) |
CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
Kevin T. Howell (3) |
P |
|
Lee D. Katz (1) |
C |
|
|
|
|
|
Dominion Pleasants Services Company, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
Martin L. Bowling, Jr. (3) |
VP |
Mark F. McGettrick (1) |
P, CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Lee D. Katz (1) |
C |
Edward J. Rivas (3) |
SVP |
|
|
|
|
|
|
|
|
Dominion Pleasants, Inc. |
||||
Thomas F. Farrell, II (1) |
D, CEO |
|
Malcolm G. Deacon, Jr. (3) |
VP |
James P. O'Hanlon (1) |
P, COO |
|
James K. Martin (1) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
Edward J. Rivas (3) |
SVP |
|
Lee D. Katz (1) |
C |
|
||||
Dominion Products and Services, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
G. Scott Hetzer (1) |
SVP, T |
Paul D. Koonce (1) |
CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
|
|
|
|
|
Dominion Reserves, Inc. |
||||
Duane C. Radtke (10) |
D, P, CEO |
|
Fred G. Wood, III (10) |
SVP |
Paul R. Baker (27) |
SVP |
|
Dennis G. Millet (10) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
Anthony W. Marino (28) |
SVP |
|
Carol J. Nichols (5) |
C |
Timothy S. Parker (10) |
SVP |
|
|
|
|
||||
Dominion Reserves - Indiana, Inc. |
||||
Duane C. Radtke (10) |
D, P, CEO |
|
Dennis G. Millet (10) |
VP |
Paul R. Baker (27) |
SVP |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Carol J. Nichols (5) |
C |
Fred G. Wood, III (10) |
SVP |
|
|
|
|
|
|
|
|
Page 34
ITEM 6. OFFICERS AND DIRECTORS (continued)
Dominion Reserves - Utah, Inc. |
||||
Name and Principal Address |
Title |
|
Name and Principal Address |
Title |
Duane C. Radtke (10) |
D, P, CEO |
|
Fred G. Wood, III (10) |
SVP |
Paul R. Baker (27) |
SVP |
|
Dennis G. Millet (10) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
Rohinton K. Irani (14) |
SVP |
|
Carol J. Nichols (5) |
C |
Timothy S. Parker (10) |
SVP |
|
|
|
|
|
|
|
|
Dominion Reserves Gulf Coast, Inc. |
||||
Duane C. Radtke (10) |
D, P, CEO |
|
Dennis G. Millet (10) |
VP |
Paul R. Baker (27) |
SVP |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Carol J. Nichols (5) |
C |
Fred G. Wood, III (10) |
SVP |
|
|
|
|
||||
Dominion Resources, Inc. |
||||
William S. Barrack, Jr. (16) |
D |
|
Thomas N. Chewning (1) |
EVP, CFO |
Peter W. Brown, M. D. (35) |
D |
|
Thomas F. Farrell, II (1) |
EVP |
Ronald J. Calise (34) |
D |
|
Jay L. Johnson (2) |
EVP |
George A. Davidson, Jr. (4) |
D |
|
Duane C. Radtke (10) |
EVP |
John W. Harris (17) |
D |
|
Mary C. Doswell (2) |
SVP |
Benjamin J. Lambert, III (18) |
D |
|
Eva S. Hardy (2) |
SVP |
Richard L. Leatherwood (19) |
D |
|
G. Scott Hetzer (1) |
SVP, T |
Margaret A. McKenna (20) |
D |
|
James L. Sanderlin (1) |
SVP |
Steven A. Minter (21) |
D |
|
William C. Hall, Jr. (1) |
VP |
Kenneth A. Randall (22) |
D |
|
Simon C. Hodges (1) |
VP |
Frank S. Royal (23) |
D |
|
Karen E. Hunter (2) |
VP |
S. Dallas Simmons (24) |
D |
|
Steven A. Rogers (1) |
VP, C |
Robert H. Spilman (25) |
D |
|
James F. Stutts (1) |
VP, GC |
David A. Wollard (26) |
D |
|
Patricia A. Wilkerson (1) |
VP, S |
Thos. E. Capps (1) |
D, CB, P, CEO |
|
|
|
|
|
|
|
|
Dominion Resources Services, Inc. |
||||
Thos. E. Capps (1) |
D |
|
Leslie N. Hartz (3) |
VP |
Thomas N. Chewning (1) |
D, CEO |
|
Simon C. Hodges (1) |
VP |
Thomas F. Farrell, II (1) |
D, EVP |
|
David C. Holden (3) |
VP |
Duane C. Radtke (10) |
D, EVP |
|
Kevin T. Howell (3) |
VP |
Jay L. Johnson (2) |
EVP |
|
Karen E. Hunter (2) |
VP |
Mary C. Doswell (2) |
P |
|
Gregg T. Kamper (13) |
VP |
Eva S. Hardy (2) |
SVP |
|
Anthony E. Manning (2) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Annetta R. Riekel (2) |
VP |
Margaret E. McDermid (2) |
SVP |
|
Steven A. Rogers (1) |
VP |
James L. Sanderlin (1) |
SVP |
|
James F. Stutts (1) |
VP |
Pamela F. Faggert (3) |
VP |
|
Billy F. Warf (2) |
VP |
Roy S. Grier (2) |
VP |
|
Patricia A. Wilkerson (1) |
VP, S |
William C. Hall, Jr. (1) |
VP |
|
Ash Sawhney (2) |
C |
|
|
|
|
|
Dominion Retail, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
G. Scott Hetzer (1) |
SVP, T |
Paul D. Koonce (1) |
CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
|
|
|
|
|
Page 35
ITEM 6. OFFICERS AND DIRECTORS (continued)
Dominion San Juan, Inc. |
||||
Name and Principal Address |
Title |
|
Name and Principal Address |
Title |
Duane C. Radtke (10) |
D, P, CEO |
|
Fred G. Wood, III (10) |
SVP |
Paul R. Baker (27) |
SVP |
|
Dennis G. Millet (10) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
Rohinton K. Irani (14) |
SVP |
|
Carol J. Nichols (5) |
C |
|
||||
Dominion State Line, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
James K. Martin (1) |
VP |
Mark F. McGettrick (1) |
P, CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Lee D. Katz (1) |
C |
Martin L. Bowling, Jr. (3) |
VP |
|
|
|
|
||||
Dominion Storage, Inc. |
||||
Duane C. Radtke (10) |
D, P, CEO |
|
Fred G. Wood, III (10) |
SVP |
Paul R. Baker (27) |
SVP |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Carol J. Nichols (5) |
C |
|
|
|
|
|
Dominion Technical Solutions, Inc. |
||||
Thomas F. Farrell, II (1) |
D, CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
Gary L. Sypolt (8) |
P |
|
Lee D. Katz (1) |
C |
G. Scott Hetzer (1) |
SVP, T |
|
|
|
|
||||
Dominion Transmission, Inc. |
||||
Thomas F. Farrell, II (1) |
D, |
|
Pamela F. Faggert (3) |
VP |
Paul D. Koonce (1) |
CEO |
|
Marc A. Halbritter (4) |
VP |
Gary L. Sypolt (8) |
P |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Lee D. Katz (1) |
C |
Jeffrey L. Barger (8) |
VP |
|
|
|
|
|
|
|
|
Dominion Troy Services Company, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
Martin L. Bowling, Jr. (3) |
VP |
Mark F. McGettrick (1) |
P, CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Lee D. Katz (1) |
C |
Edward J. Rivas (3) |
SVP |
|
|
|
|
||||
Dominion Troy, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
Martin L. Bowling, Jr. (3) |
VP |
Mark F. McGettrick (1) |
P, CEO |
|
James K. Martin (1) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
Edward J. Rivas (3) |
SVP |
|
Lee D. Katz (1) |
C |
|
||||
Dominion Venture Investments, Inc. |
||||
|
|
|
|
|
G. Scott Hetzer (1) |
D, P |
|
Patricia A. Wilkerson (1) |
VP |
Mark P. Mikuta (1) |
VP, C |
|
E. J. Marks, III (1) |
S |
|
|
|
|
|
Dominion Wagram, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
Martin L. Bowling, Jr. (3) |
VP |
Mark F. McGettrick (1) |
P, CEO |
|
James K. Martin (1) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
Edward J. Rivas (3) |
SVP |
|
Lee D. Katz (1) |
C |
Page 36
ITEM 6. OFFICERS AND DIRECTORS (continued)
Dresden Energy, LLC |
||||
Name and Principal Address |
Title |
|
Name and Principal Address |
Title |
Mark F. McGettrick (1) |
P, CEO |
|
Martin L. Bowling, Jr. (3) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
James K. Martin (1) |
VP |
Edward J. Rivas (3) |
SVP |
|
Patricia A. Wilkerson (1) |
VP, S |
|
||||
Elwood II Holdings, LLC |
||||
Tony W. Belcher (3) |
GM |
|
G. Scott Hetzer (1) |
T |
|
||||
Elwood III Holdings, LLC |
||||
Tony W. Belcher (3) |
GM |
|
G. Scott Hetzer (1) |
T |
|
||||
Elwood Energy LLC |
||||
William E. Morrow (44) |
Manager |
|
Tony W. Belcher (3) |
GM |
Edward J. Rivas (3) |
Manager |
|
Lee K. Katz (1) |
CFO |
|
||||
Fairless Energy, LLC |
||||
Mark F. McGettrick (1) |
Manager, P, CEO |
|
Pamela F. Faggert (3) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
James K. Martin (1) |
VP |
Edward J. Rivas (3) |
SVP |
|
Patricia A. Wilkerson (1) |
VP, S |
Martin L. Bowling, Jr. (3) |
VP |
|
Lee D. Katz (1) |
C |
|
|
|
|
|
Farmington Properties, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
Pamela F. Faggert (3) |
VP |
Paul D. Koonce (1) |
CEO |
|
Marc A. Halbritter (4) |
VP |
Gary L. Sypolt (8) |
P |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Lee D. Katz (1) |
C |
Jeffrey L. Barger (8) |
VP |
|
|
|
|
||||
First Dominion Capital, LLC |
||||
William S. Mister (1) |
CB |
|
Nicholas Yakubik (36) |
D |
Mark P. Mikuta (1) |
P, T |
|
Maureen S. Ault (36) |
VP |
Jeffrey A. Cerny (36) |
D |
Robert S. Palmer (36) |
VP |
|
Perry A. Corsello (1) |
D |
|
Patricia A. Wilkerson (1) |
VP |
Kathi J. Inorio (36) |
D |
|
E. J. Marks, III (1) |
S |
Edward A. Szarkowicz (36) |
D |
|
|
|
|
|
|
|
|
First Source Equity Holdings, Inc. |
||||
G. Scott Hetzer (1) |
D, P |
|
Patricia A. Wilkerson (1) |
VP |
Mark P. Mikuta (1) |
VP |
|
E. J. Marks, III (1) |
S |
|
|
|
|
|
First Source Financial, Inc. |
||||
Mark P. Mikuta (1) |
D, VP |
|
Edward A. Szarkowicz (36) |
SVP, GC, S |
Nicholas Yakubik (36) |
P, CEO |
|
Maureen S. Ault (36) |
VP |
Jeffrey A. Cerny (36) |
SVP |
E. Lee (36) |
VP |
|
Kathi J. Inorio (36) |
SVP |
|
Robert S. Palmer (36) |
VP |
P. D. Menge (36) |
SVP |
|
William K. Taylor (36) |
VP |
|
|
|
|
|
Page 37
ITEM 6. OFFICERS AND DIRECTORS (continued)
First Source Financial, LLP |
||||
Name and Principal Address |
Title |
|
Name and Principal Address |
Title |
G. Scott Hetzer (1) |
CB |
|
P. D. Menge (36) |
SVP |
Thomas N. Chewning (1) |
D |
|
Edward A. Szarkowicz (36) |
SVP, GC, S |
Mark P. Mikuta (1) |
D, VP |
|
Maureen S. Ault (36) |
VP |
Nicholas Yakubik (36) |
D, P, CEO |
|
E. Lee (36) |
VP |
Jeffrey A. Cerny (36) |
SVP |
Robert S. Palmer (36) |
VP |
|
Kathi J. Inorio (36) |
SVP |
|
|
|
|
|
|
|
|
Gichner Systems Group, Inc. |
||||
Charles E. Atwood, II (37) |
D, P, CEO |
|
Ronald G. Drake (37) |
VP, T |
William S. Mister (1) |
D |
|
Patricia A. Wilkerson (1) |
VP |
Mark P. Mikuta (1) |
D |
|
E. J. Marks, III (1) |
S |
Goodman Segar Hogan, Inc. |
||||
Thomas N. Chewning (1) |
D |
|
Patricia A. Wilkerson (1) |
VP |
Mark P. Mikuta (1) |
P |
|
E. J. Marks, III (1) |
S |
|
||||
Goodman Segar Hogan of Orlando, Inc. |
||||
Thomas N. Chewning (1) |
D |
|
Matthew N. Birdsall (39) |
VP, S, T |
Mark P. Mikuta (1) |
P |
|
Patricia A. Wilkerson (1) |
VP |
|
||||
Governor's Land Associates |
||||
Lawrence O. Myers (1) |
|
|
|
|
|
||||
H-W Properties, Inc. |
||||
Thomas N. Chewning (1) |
D |
|
Patricia A. Wilkerson (1) |
VP |
Jerry L. Moore (1) |
P |
E. J. Marks, III (1) |
S |
|
Mark P. Mikuta (1) |
VP |
|
|
|
|
||||
Hope Gas, Inc. |
||||
Jay L. Johnson (2) |
D, P, CEO |
|
Eric S. Hall (7) |
VP |
M. Stuart Bolton, Jr. (2) |
SVP |
|
Bruce C. Klink (9) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Thomas E. Wester (4) |
VP |
Thomas A. Hyman, Jr. (2) |
SVP |
|
Patricia A. Wilkerson (1) |
VP, S |
Pamela F. Faggert (3) |
VP |
|
Maxwell R. Schools, Jr. (2) |
C |
|
|
|
|
|
Intersound, Inc. |
||||
Jeffrey A. Cerny (36) |
D |
|
John D. Kennedy (41) |
VP, CFO |
Mark P. Mikuta (1) |
D |
|
Michael Olsen (41) |
VP |
Martin Tudor (41) |
D, P, CEO |
Edward A. Szarkowicz (36) |
VP |
|
Nicholas Yakubik (36) |
D |
|
|
|
|
|
|
|
|
JustMike Music, Inc. |
||||
Jeffrey A. Cerny (36) |
D |
|
John D. Kennedy (41) |
VP, CFO |
Mark P. Mikuta (1) |
D |
|
Michael Olsen (41) |
VP |
Martin Tudor (41) |
D, P, CEO |
Edward A. Szarkowicz (36) |
VP |
|
Nicholas Yakubik (36) |
D |
|
|
|
|
|
|
|
|
Page 38
ITEM 6. OFFICERS AND DIRECTORS (continued)
Kincaid Generation, L.L.C. |
||||
Name and Principal Address |
Title |
|
Name and Principal Address |
Title |
Mark F. McGettrick (1) |
P, CEO |
|
Pamela F. Faggert (3) |
VP |
G. Scott Hetzer (1) |
SVP, T |
Patricia A. Wilkerson (1) |
VP, S |
|
Edward J. Rivas (3) |
SVP |
|
Lee D. Katz (1) |
C |
Martin L. Bowling, Jr. (3) |
VP |
|
Tony W. Belcher (3) |
Manager |
Lake Badin Associates |
||||
Jerry L. Moore (1) |
D |
|
Lawrence O. Myers (1) |
S,T |
|
||||
LDNG Acquisition, Inc. |
||||
Duane C. Radtke (10) |
D, P, CEO |
|
Fred G. Wood, III (10) |
SVP |
Paul R. Baker (27) |
SVP |
|
James D. Abercrombie (5) |
VP |
Kevin P. Guilbeau (5) |
SVP |
|
Dennis G. Millet (10) |
VP |
G. Scott Hetzer (1) |
SVP, T |
Patricia A. Wilkerson (1) |
VP, S |
|
Rohinton K. Irani (14) |
SVP |
|
Carol J. Nichols (5) |
C |
|
||||
LDNG Texas Holdings, Inc. |
||||
Thomas N. Chewning (1) |
D, P, CEO |
|
Kevin P. Guilbeau (5) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
Rohinton K. Irani (14) |
SVP |
|
Carol J. Nichols (5) |
C |
James D. Abercrombie (5) |
VP |
|
|
|
|
||||
Lexicon Music, Inc. |
||||
Jeffrey A. Cerny (36) |
D |
|
John D. Kennedy (41) |
VP, CEO |
Mark P. Mikuta (1) |
D |
|
Michael Olsen (41) |
VP |
Martin Tudor (41) |
D, P, CEO |
Edward A. Szarkowicz (36) |
VP |
|
Nicholas Yakubik (36) |
D |
|
|
|
|
|
|
|
|
Louisiana Hydroelectric Capital Corp. |
||||
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP |
Mark P. Mikuta (1) |
P |
|
E. J. Marks, III (1) |
S |
|
|
|
|
|
MassMicroelectronics, LLC |
||||
Charles E. Atwood, II (37) |
P |
|
Gail Johnson (38) |
VP |
Charles Horvitz (38) |
GM |
|
Mike Miceli (38) |
VP |
Ken Borey (38) |
VP |
|
Tom Pilat (38) |
VP |
Lynn Caramanica (38) |
VP |
|
Ronald G. Drake (37) |
S,T |
|
|
|
|
|
NH Capital, Inc. |
||||
G. Scott Hetzer (1) |
D, P, CEO |
|
Patricia A. Wilkerson (1) |
VP |
Mark P. Mikuta (1) |
VP, T |
|
E. J. Marks, III (1) |
S |
|
||||
Niton US, Inc. |
||||
Duane C. Radtke (10) |
D, P, CEO |
|
Fred G. Wood, III (10) |
SVP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
Anthony W. Marino (28) |
SVP |
|
Carol J. Nichols (5) |
C |
|
|
|
|
|
North Star Generation, LLC |
||||
Mark F. McGettrick (1) |
P, CEO |
|
Martin L. Bowling, Jr. (3) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
James K. Martin (1) |
VP |
Edward J. Rivas (3) |
SVP |
|
Patricia A. Wilkerson (1) |
VP, S |
|
|
|
|
|
Page 39
ITEM 6. OFFICERS AND DIRECTORS (continued)
Old North State Management Company |
||||
Name and Principal Address |
Title |
|
Name and Principal Address |
Title |
Thomas N. Chewning (1) |
D |
|
Patricia A. Wilkerson (1) |
VP |
Jerry L. Moore (1) |
P |
|
E. J. Marks, III (1) |
S |
Mark P. Mikuta (1) |
VP |
|
|
|
|
|
|
|
|
OptaCor Financial Services Company, Inc. |
||||
G. Scott Hetzer (1) |
D |
|
Patricia A. Wilkerson (1) |
VP |
Mark P. Mikuta (1) |
P |
|
E. J. Marks, III (1) |
S |
|
||||
Peg Publishing, Inc. |
||||
Jeffrey A. Cerny (36) |
D |
|
John D. Kennedy (41) |
VP, CEO |
Mark P. Mikuta (1) |
D |
|
Michael Olsen (41) |
VP |
Martin Tudor (41) |
D, P, CEO |
Edward A. Szarkowicz (36) |
VP |
|
Nicholas Yakubik (36) |
D |
|
|
|
|
||||
Pleasants Energy, LLC |
||||
Mark F. McGettrick (1) |
Manager, P, CEO |
|
Martin L. Bowling, Jr. (3) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
Edward J. Rivas (3) |
SVP |
|
|
|
|
|
|
|
|
Remington, LLC |
||||
Thomas N. Chewning (1) |
CEO |
|
Steven A. Rogers (1) |
C |
Fred G. Wood, III (10) |
VP, T, CFO |
|
Patricia A. Wilkerson (1) |
S |
|
||||
Rincon Securities, Inc. |
||||
G. Scott Hetzer (1) |
D, P, CEO |
|
Patricia A. Wilkerson (1) |
VP |
D. Michael Jones (42) |
D |
|
E. J. Marks, III (1) |
S |
Mark P. Mikuta (1) |
VP, C |
|
|
|
|
|
|
|
|
Royce Publishing, Inc. |
||||
Jeffrey A. Cerny (36) |
D |
|
John D. Kennedy (41) |
VP, CEO |
Mark P. Mikuta (1) |
D |
|
Michael Olsen (41) |
VP |
Martin Tudor (41) |
D, P, CEO |
Edward A. Szarkowicz (36) |
VP |
|
Nicholas Yakubik (36) |
D |
|
|
|
|
|
|
|
|
Shoulders Hill/DCI Properties, Inc. |
||||
Thomas N. Chewning (1) |
D |
|
Patricia A. Wilkerson (1) |
VP |
Mark P. Mikuta (1) |
P |
|
E. J. Marks, III (1) |
S |
|
|
|
|
|
Stonehouse Development Company, LLC |
||||
Jerry L. Moore (1) |
P, CEO |
|
Lawrence O. Myers (1) |
T |
Mark P. Mikuta (1) |
VP, T |
|
E. J. Marks, III (1) |
S |
|
|
|
|
|
State Line Energy, LLC |
||||
Mark F. McGettrick (1) |
P, CEO |
|
James K. Martin (1) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
Edward J. Rivas (3) |
SVP |
|
Lee D. Katz (1) |
C |
Martin L. Bowling, Jr. (3) |
VP |
|
|
|
|
Page 40
ITEM 6. OFFICERS AND DIRECTORS (continued)
State Line Holding II, LLC |
||||
Name and Principal Address |
Title |
|
Name and Principal Address |
Title |
Thomas F. Farrell, II (1) |
CEO |
|
Malcolm G. Deacon, Jr. (3) |
VP |
Mark F. McGettrick (1) |
P, CEO |
|
James K. Martin (1) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
Martin L. Bowling, Jr. (3) |
VP |
|
Lee D. Katz (1) |
C |
|
|
|
|
|
State Line Holding Corporation |
||||
Thomas F. Farrell, II (1) |
D, CEO |
|
Malcolm G. Deacon, Jr. (3) |
VP |
Mark F. McGettrick (1) |
P, CEO |
|
James K. Martin (1) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
Martin L. Bowling, Jr. (3) |
VP |
|
Lee D. Katz (1) |
C |
|
|
|
|
|
Stonewater Pipeline Company of Texas, Inc. |
||||
Thomas N. Chewning (1) |
D, P, CEO |
|
Kevin P. Guilbeau (5) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
Rohinton K. Irani (14) |
SVP |
|
Carol J. Nichols (5) |
C |
James D. Abercrombie (5) |
VP |
|
|
|
|
|
|
|
|
The Association at Stonehouse, Inc. |
||||
Cindy Cloughly (43) |
D |
|
Mark P. Mikuta (1) |
P, T |
Beth Kapil (43) |
D |
|
James D. Franklin (1) |
VP |
Jerry L. Moore (1) |
D |
|
|
|
|
|
|
|
|
The East Ohio Gas Company |
||||
Jay L. Johnson (2) |
D, P, CEO |
|
Eric S. Hall (7) |
VP |
M. Stuart Bolton, Jr. (2) |
SVP |
|
Bruce C. Klink (9) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Thomas E. Wester (4) |
VP |
Thomas A. Hyman, Jr. (2) |
SVP |
|
Patricia A. Wilkerson (1) |
VP, S |
Pamela F. Faggert (3) |
VP |
|
Maxwell R. Schools, Jr. (2) |
C |
|
|
|
|
|
The Peoples Natural Gas Company |
||||
Jay L. Johnson (2) |
D, P, CEO |
|
Eric S. Hall (7) |
VP |
M. Stuart Bolton, Jr. (2) |
SVP |
|
Bruce C. Klink (9) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Thomas E. Wester (4) |
VP |
Thomas A. Hyman, Jr. (2) |
SVP |
|
Patricia A. Wilkerson (1) |
VP, S |
Pamela F. Faggert (3) |
VP |
|
Maxwell R. Schools, Jr. (2) |
C |
|
|
|
|
|
Troy Energy, LLC |
||||
Mark F. McGettrick (1) |
Manager, P, CEO |
|
Martin L. Bowling, Jr. (3) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
Edward J. Rivas (3) |
SVP |
|
|
|
|
||||
VP Property, Inc. |
||||
Mark F. McGettrick (1) |
P, CEO |
|
Edward J. Rivas (3) |
SVP |
G. Scott Hetzer (1) |
SVP, T |
|
Patricia A. Wilkerson (1) |
VP, S |
|
|
|
Ash Sawhney (2) |
C |
|
|
|
|
|
Page 41
ITEM 6. OFFICERS AND DIRECTORS (continued)
Virginia Electric and Power Company |
||||
Name and Principal Address |
Title |
|
Name and Principal Address |
Title |
Thos. E. Capps (1) |
CB |
|
Kenneth D. Barker (2) |
VP |
Thomas N. Chewning (1) |
D |
|
Malcolm G. Deacon, Jr. (3) |
VP |
Thomas F. Farrell, II (1) |
D, P, CEO |
|
Pamela F. Faggert (3) |
VP |
Jay L. Johnson (2) |
P, CEO |
|
Eugene S. Grecheck (3) |
VP |
Paul D. Koonce (1) |
CEO |
|
Leslie N. Hartz (3) |
VP |
Mark F. McGettrick (1) |
P, CEO |
|
Kevin T. Howell (3) |
VP |
Gary L. Sypolt (8) |
P |
|
Karen E. Hunter (2) |
VP |
M. Stuart Bolton, Jr. (2) |
SVP |
|
Craig S. Ivey (2) |
VP |
David A. Christian (3) |
SVP |
|
Steven A. Rogers (1) |
VP |
G. Scott Hetzer (1) |
SVP, T |
|
James F. Stutts (1) |
VP, GC |
E. Paul Hilton (1) |
SVP |
|
Patricia A. Wilkerson (1) |
VP, S |
Thomas A. Hyman, Jr. (2) |
SVP |
|
Richard H. Blount, II (11) |
VP |
Margaret E. McDermid (2) |
SVP |
|
David A. Heacock (12) |
VP |
Mark F. McGettrick (2) |
SVP |
|
Lee D. Katz (1) |
C |
Edward J. Rivas (3) |
SVP |
|
Maxwell R. Schools, Jr. (2) |
C |
Jimmy D. Staton (2) |
SVP |
|
|
|
|
|
|
|
|
Vidalia Audit, Inc. |
||||
Thomas N. Chewning (1) |
D, P |
|
Patricia A. Wilkerson (1) |
VP |
Mark P. Mikuta (1) |
VP, C, T |
|
E. J. Marks, III (1) |
S |
|
|
|
|
|
Triassic Energy Corporation |
||||
Daniel Conwill (40) |
D |
|
Patrick M. DaPra (40) |
P, S |
Ryoichi Kobatake (40) |
D |
|
Susan Leach (40) |
VP |
William S. Mistr (1) |
D |
|
Bo Li (40) |
T |
|
|
|
|
|
Virginia Financial Ventures, Inc. |
||||
G. Scott Hetzer (1) |
D, P, CEO |
|
Patricia A. Wilkerson (1) |
VP |
Mark P. Mikuta (1) |
VP, C, T |
|
E. J. Marks, III (1) |
S |
|
|
|
|
|
Virginia Power Energy Marketing, Inc. |
||||
Thomas F. Farrell, II (1) |
D, CEO |
|
G. Scott Hetzer (1) |
SVP, T |
Paul D. Koonce (1) |
CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
Kevin T. Howell (3) |
P |
|
Lee D. Katz (1) |
C |
|
|
|
|
|
Virginia Power Fuel Corporation |
||||
Thomas F. Farrell, II (1) |
D, |
|
Edward J. Rivas (3) |
SVP |
Mark F. McGettrick (1) |
P, CEO |
|
Leslie N. Hartz (3) |
VP |
David A. Christian (3) |
SVP |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Ash Sawhney (2) |
C |
|
|
|
|
|
Virginia Power Nuclear Services Company |
||||
|
|
|
|
|
Thomas F. Farrell, II (1) |
D |
|
Malcolm G Deacon, Jr. (3) |
VP |
Mark F. McGettrick (1) |
P, CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Lee D. Katz (1) |
C |
|
|
|
|
|
Page 42
ITEM 6. OFFICERS AND DIRECTORS (continued)
Virginia Power Services Energy Corp., Inc. |
||||
Name and Principal Address |
Title |
|
Name and Principal Address |
Title |
Thomas F. Farrell, II (1) |
D |
|
Kevin T. Howell (3) |
SVP |
Mark F. McGettrick (1) |
P, CEO |
|
Patricia A. Wilkerson (1) |
VP, S |
G. Scott Hetzer (1) |
SVP, T |
|
Lee D. Katz (1) |
C |
Edward J. Rivas (3) |
SVP |
|
|
|
|
|
|
|
|
Virginia Power Services, Inc. |
||||
Thomas F. Farrell, II (1) |
D |
|
Patricia A. Wilkerson (1) |
VP, S |
Mark F. McGettrick (1) |
P, CEO |
|
Lee D. Katz (1) |
C |
G. Scott Hetzer (1) |
SVP, T |
|
|
|
|
|
|
|
|
Waterford Harbor Realty, Inc. |
||||
Jerry L. Moore (1) |
D, P |
|
Patricia A. Wilkerson (1) |
VP |
Mark P. Mikuta (1) |
VP |
|
E. J. Marks, III (1) |
S |
|
||||
Williams Court/DCI Properties, Inc. |
||||
Thomas N. Chewning (1) |
D |
|
Patricia A. Wilkerson (1) |
VP |
Mark P. Mikuta (1) |
P |
|
E. J. Marks, III (1) |
S |
|
|
|
|
|
Part II. Banking connections
Information concerning all officers and directors of each system company who have financial connections within the provisions of Section 17(c) of the Public Utility Holding Company Act of 1935 as of December 31, 2002, follows:
|
|
Position Held in Financial Institution |
Applicable Exemption Rule |
|
|
|
|
George A. Davidson, Jr. |
The PNC Financial Services Group, Inc. |
Director |
70(a) |
Benjamin J. Lambert, III |
Consolidated Bank and Trust Company |
Director
Director |
70(a)
70(a) |
Steven A. Minter |
KeyCorp |
Director |
70(a) |
Frank S. Royal |
SunTrust Banks, Inc. |
Director |
70(b) |
Kenneth D. Barker |
Dominion Credit Union |
Director |
70(a) |
|
|
|
|
Page 43
ITEM 6. OFFICERS AND DIRECTORS (continued)
Part III. Compensation and other related information
(a) The compensation of directors and executive officers of system companies:
Information concerning the compensation of directors and the five highest paid executive officers of the system for the year 2002 is included in the Registrant's 2003 Proxy Statement which is filed as Exhibit F-4 to this Form U5S. Information presented under the captions "THE BOARD-- Compensation and Other Programs" on page 8 and "EXECUTIVE COMPENSATION" on page 14 in such proxy statement is incorporated by reference.
(b) Their interest in the securities of system companies including options or other rights to acquire securities:
Information concerning the interests of directors and executive officers in the securities of system companies including options or other rights to acquire securities is included in the Registrant's 2003 Proxy Statement, which is filed as Exhibit F-4. Information presented under the following captions in such proxy statement is incorporated by reference: "THE BOARD--Compensation and other Programs" on page 8; "SHARE OWNERSHIP" on page 9; "ORGANIZATION, COMPENSATION & NOMINATING COMMITTEE REPORT--Long- Term Incentives" on page 12; and "EXECUTIVE COMPENSATION" on page 14.
(c) Their contracts and transactions with system companies:
Information concerning contracts and transactions by directors and executive officers with system companies is included in the Registrant's 2003 Proxy Statement, which is filed as Exhibit F-4 to this Form U5S. Information presented under the following captions in such proxy statement is incorporated by reference: "THE BOARD--Compensation and Other Programs" on page 8 and "EXECUTIVE COMPENSATION--Other Executive Agreements and Arrangements" on page 17.
(d) Their indebtedness to system companies:
None.
(e) Their participation in bonus and profit-sharing arrangements and other benefits:
Information concerning the participation by directors and executive officers in other benefits is included in the Registrant's 2003 Proxy Statement, which is filed as Exhibit F-4 to this Form U5S. Information presented under the following captions in such proxy statement is incorporated by reference: "THE BOARD--Compensation and Other Programs" on page 8; "ORGANIZATION, COMPENSATION & NOMINATING COMMITTEE REPORT--Annual Incentives and Long-term Incentives" on page 12; "EXECUTIVE COMPENSATION" on page 14.
(f) Their rights to indemnification:
Pursuant to Section 13.1-697 and Section 13.1-698 of the Code of Virginia, the Company's articles of incorporation indemnify a director or officer who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent, against reasonable expenses incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
Page 44
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS
None. *
*Excludes contributions for which refunds are being requested or received.
ITEM 8. SERVICES, SALES AND CONSTRUCTION CONTRACTS
Part I. Contracts for services or goods between system companies:
|
|
|
|
Date of |
|
|
|
(in thousands) |
|
Rental Fees |
CNG Pipeline Company |
Dominion E&P |
$127 |
(Note 3) |
Engineering, Construction & Project Management Services |
Dominion Ohio ES, LLC |
Dominion Energy, Inc. |
$933 |
June 1, 2001 |
Operational, Management & Administrative Services |
Dominion Cleveland Thermal, LLC |
Dominion Cleveland Steam Distribution, LLC |
$749 |
May 21,2001 |
Sale of Steam |
Dominion Cleveland Thermal, LLC |
Dominion Cleveland Steam Distribution, LLC |
$11,024 |
Note 3 |
Operational, Management & Administrative Services |
Dominion Cleveland Thermal, LLC |
Dominion Cleveland Thermal Generation, LLC |
$2,403 |
May 21, 2001 |
Sale of Chilled Water |
Dominion Cleveland Thermal, LLC |
Dominion Cleveland Chilled Water Distribution, LLC |
$2,026 |
Note 3 |
Management & Administrative Services |
Dominion E&P |
Dominion Appalachian Development, Inc. |
$1,546 |
November 1, 2001 |
Management & Administrative Services |
Dominion E&P |
Dominion Michigan Product Services, Inc. |
$249 |
November 1, 2001 |
Management & Administrative Services |
Dominion E&P |
Dominion Midwest Energy, Inc. |
$2,981 |
November 1,2001 |
Operation of E&P Offshore Platforms |
Dominion E&P |
DOTEPI |
$41,391 |
November 1, 2001 |
Fuel Management Services |
Dominion Field Services |
Dominion E&P |
$157 |
(Note 3) |
Sales of Extracted Products |
Dominion Field Services |
Dominion Transmission |
$9,145 |
April 23, 2001 |
Rental Fees |
Dominion Field Services |
Dominion Transmission |
$3,872 |
April 23, 2001 |
Rental Fees |
DRI |
Virginia Power |
$2,988 |
November 21, 1985 |
Management & Administrative Services |
Dominion Retail |
Dominion Products & Services, Inc. |
$2,908 |
February 1, 1997 |
Telecommunications Support |
Dominion Telecom, Inc. |
Virginia Power |
$694 |
September 2, 1997 |
Management & Administrative Services |
Dominion Transmission |
Dominion Field Services |
$1,068 |
July 31, 1998 |
Management & Administrative Services |
Dominion Transmission |
Dominion Greenbrier, LLC |
$2,360 |
January 1, 2001 |
Management & Administrative Services |
Dominion Transmission |
Dominion Natural Gas Storage, Inc. |
$1,702 |
December 1, 2001 |
Management & Administrative Services |
Dominion Transmission |
Tioga Properties, LLC |
$155 |
July 1, 2002 |
Management & Administrative Services |
Dominion Transmission |
Cove Point LNG, LP |
$865 |
August 30, 2002 |
Management & Administrative Services |
Dominion Transmission |
Dominion E&P |
$160 |
January 1, 2001 |
Page 45
ITEM 8. SERVICES, SALES AND CONSTRUCTION CONTRACTS (continued)
Management & Administrative Services |
Dominion Transmission |
Dominion East Ohio Gas |
$1,179 |
January 28, 2000 |
Management & Administrative Services |
Dominion Transmission |
Dominion Hope |
$619 |
January 28, 2000 |
Management & Administrative Services |
Dominion Transmission |
Dominion Peoples |
$1,294 |
January 28, 2000 |
Management & Administrative Services |
DT Services, Inc. |
Dominion Telecom |
$34,652 |
March 1, 2001 |
Management & Administrative Services |
Dominion East Ohio |
Dominion Peoples |
$439 |
January 28, 2000 |
Operating Fee |
Dominion East Ohio |
VPEM |
$176 |
January 28, 2000 |
Billing & Repair Services in support of Gas Line Replacement Program |
Dominion East Ohio |
Dominion Products & Services |
$1,095 |
August 18, 1997 |
Management & Administrative Services |
Dominion Hope |
Dominion East Ohio |
$161 |
January 28, 2000 |
Management & Administrative Services |
Dominion Hope |
Dominion Peoples |
$147 |
January 28, 2000 |
Production & Gathering Fees |
Dominion Peoples |
Dominion E&P |
$396 |
(Note 3) |
Pooling & Metering Services |
Dominion Peoples |
Dominion Retail |
$546 |
(Note 3) |
Project Management, Engineering and Telecommunications Support |
Virginia Power |
Dominion Telecom, Inc. |
$1,503 |
September 2, 1997 |
Telecommunications Fees |
Virginia Power |
Dominion Telecom, Inc. |
$625 |
September 2, 1997 |
Management & Administrative Services |
Virginia Power |
VP Services |
$1,991 |
September 3, 1997 |
Fuel Management Services |
Virginia Power |
VP Services |
$1,526 |
(Note 3) |
Fuel Management Services |
VP Energy Marketing |
VP Services Energy Corp. |
$1,165 |
October 30, 1998 |
Management & Administrative Services |
VP Nuclear Services |
Dominion Energy |
$166 |
(Note 3) |
Fuel Management Services, Fuel Handling and Analysis Services |
VP Services Energy Corp. |
Virginia Power |
$4,035 |
October 30, 1998 |
Management & Administrative Services |
VP Services |
VP Energy Marketing |
$1,945 |
October 30, 1998 |
Notes:
(1) Contracts for management services with aggregate consideration passing between the same companies of less than $100,000 have been omitted.
(2) All contracts were in effect at December 31, 2002.
(3) No written contract in place; all services provided at cost.
(4) Services provided by or to Dominion Resources Services, Inc. ("DRS") are billed pursuant to standard at-cost service agreements between DRS and Dominion Resources, Inc. subsidiaries. Information with respect to transactions under such agreements is not provided in this report, but is provided by Form U-13-60.
(5) As per Rules 80 and 81, natural gas supply, storage or transportation capacity transactions are not reported here.
Page 46
ITEM 8. SERVICES, SALES AND CONSTRUCTION CONTRACTS (continued)
Part II. Contracts to purchase services or goods between any system company and any affiliate (other than a system company) or any company in which any officer or director of the receiving company is a partner or owns 5 percent or more of any class of equity securities:
None.
Part III. Employment of any person by any system company for the performance on a continuing basis of management, supervisory or financial advisory services:
None.
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
Part I. Information concerning the interests held by system companies in exempt wholesale generators and foreign utility companies for Part I(a) and Part I(d) follows. Part I(b) and Part I(c) are being filed confidentially pursuant to Rule 104.
Exempt Wholesale Generators
CNG Power Services Corporation
(a) CNG Power Services Corporation (CNG Power Services) holds a 99% interest in Armstrong Energy Limited Partnership, LLLP (AELP). AELP is involved in the development of a 300-megawatt simple-cycle gas fired combustion turbine power plant in Armstrong County, Pennsylvania.
The name and business address of CNG Power Services are as follows:
CNG Power Services Corporation |
(d) At December 31, 2002, there were no service, sales or construction contracts between CNG Power Services and any system company. Refer below to service contracts between AELP and other system companies.
Armstrong Energy Limited Partnership, LLLP
(a) Armstrong Energy Limited Partnership, LLLP is owned 99% by CNG Power Services Corporation and 1% by Dominion Armstrong, Inc. AELP is involved in the development of a 300-megawatt simple-cycle gas fired combustion turbine power plant in Armstrong County, Pennsylvania.
The name and business address of AELP are as follows:
Armstrong Energy Limited Partnership, LLLP |
Page 47
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (continued)
(d) At December 31, 2002, the following service agreements were in effect:
Transaction |
Operational and Management Service |
Serving Company |
Dominion Armstrong Services Company, Inc. |
Receiving Company |
Armstrong Energy Limited Partnership, LLLP |
Compensation |
$1,068,578 |
Date of Contract |
January 1, 2002 |
Transaction |
Operational and Management Service |
Serving Company |
Dominion Transmission, Inc. |
Receiving Company |
Armstrong Energy Limited Partnership, LLLP |
Compensation |
$140,889 |
Date of Contract |
January 1, 2001 |
Transaction |
Operational and Management Service |
Serving Company |
Dominion Technical Solutions, Inc. |
Receiving Company |
Armstrong Energy Limited Partnership, LLLP |
Compensation |
$1,724 |
Date of Agreement |
August 1, 2002 |
Dominion Elwood Services Company, Inc.
(a) Dominion Elwood Services Company, Inc. (DELCO) is a management services company that provides operations and maintenance services to electric generating facilities. Dominion Elwood Services Company, Inc. is owned 100% by Dominion Energy, Inc.
The name and business address of Dominion Elwood Services Company, Inc. are as follows:
Dominion Elwood Services Company, Inc. |
(d) At December 31, 2002, the following service agreements were in effect:
Transaction |
Operational and Management Service |
Serving Company |
Dominion Elwood Services Company, Inc. |
Receiving Company |
Elwood Energy LLC |
Compensation |
$2,055,229 |
Date of Contract |
June 18, 1999 |
Dominion Energy Services Company, Inc.
(a) Dominion Energy Services Company, Inc. (DESCO) is a management services company that provides operations and maintenance services to various electric generating facilities. Dominion Energy Services Company, Inc. is owned 100% by Dominion Energy, Inc.
The name and business address of Dominion Energy Services Company, Inc. are as follows:
Dominion Energy Services Company, Inc. |
Page 48
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (continued)
(d) At December 31, 2002, services between DESCO and a system company were as follows:
Transaction |
Operational and Management Service |
Serving Company |
Dominion Energy Services Company, Inc. |
Receiving Company |
Kincaid Generation, L.L.C. |
Compensation |
$16,587,312 |
Date of Contract |
February, 27, 1998 |
Transaction |
Operational and Management Service |
Serving Company |
Dominion Energy Services Company, Inc. |
Receiving Company |
Morgantown Energy Associates |
Compensation |
$4,186,845 |
Date of Contract |
September 15, 1989 |
Transaction |
Operational and Management Service |
Serving Company |
Dominion Energy Services Company, Inc. |
Receiving Company |
Elwood Energy LLC |
Compensation |
$46,006 |
Date of Contract |
June 18, 1999 |
Transaction |
Operational and Management Service |
Serving Company |
Dominion Energy Services Company, Inc. |
Receiving Company |
State Line Energy, LLC |
Compensation |
$56,028 |
Date of Contract |
June 1, 2002 |
Dominion Equipment, Inc.
(a) Dominion Equipment, Inc. is a holding company that leases equipment to Dominion's operating facility. Dominion Equipment, Inc. is owned 100% by Dominion Energy, Inc.
The name and business address of Dominion Equipment, Inc. are as follows:
Dominion Equipment, Inc. |
(d) At December 31, 2002, the following service agreements were in effect.
Transaction |
Operational and Management Service |
Serving Company |
Dominion Ohio ES, Inc. |
Receiving Company |
Dominion Equipment, Inc. |
Compensation |
$597,992 |
Date of Contract |
June 1, 2001 |
Dominion Equipment III, Inc.
(a) Dominion Equipment III, Inc. is a holding company that subleases equipment to Dominion's operating facility. Dominion Equipment III, Inc. is owned 100% by Dominion Energy, Inc.
The name and business address of Dominion Equipment III, Inc. are as follows:
Dominion Equipment III, Inc. |
Page 49
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (continued)
(d) At December 31, 2002, there were no service, sales or construction contracts between Dominion Equipment III, Inc. and any system company.
Dominion Fairless Hills, Inc.
(a) Dominion Fairless Hills, Inc. is owned 100% by Dominion Energy, Inc. Dominion Fairless Hills, Inc. is the holding company of Fairless Energy, LLC, a gas fired combined cycle combustion turbine power plant located in Pennsylvania.
The name and business address of Dominion Fairless Hills, Inc. are as follows:
Dominion Fairless Hills, Inc. |
(d) At December 31, 2002, there were no service, sales or construction contracts between Dominion Fairless Hills, Inc. and any system company.
Fairless Energy, LLC
(a) Dominion Fairless Hills, Inc. holds a 100% interest in Fairless Energy, LLC (Fairless). Fairless is developing a 1180 megawatt gas fired combined cycle combustion turbine power plant located in Pennsylvania.
The name and business address of Fairless Energy, LLC are as follows:
Fairless Energy, LLC |
(d) At December 31, 2002, the following service agreements were in effect.
Transaction |
Operational and Management Service |
Serving Company |
Dominion Technical Solutions, Inc. |
Receiving Company |
Fairless Energy, LLC |
Compensation |
$217,517 |
Date of Contract |
August 1, 2002 |
Transaction |
Operational and Management Service |
Serving Company |
Dominion Transmission, Inc. |
Receiving Company |
Fairless Energy, LLC |
Compensation |
$82,096 |
Date of Contract |
May 1, 2002 |
Page 50
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (continued)
Dominion Nuclear, Inc.
(a) Dominion Nuclear, Inc. is owned 100% by Dominion Energy, Inc., and through various subsidiaries, owns interests in the following subsidiaries:
|
|
Percentage Owned |
|
Dominion Nuclear Holdings, Inc. |
Dominion Nuclear, Inc. |
100% |
Holds 5% interest in Dominion Nuclear Marketing III, L.L.C. |
Dominion Nuclear Marketing I, Inc. |
Dominion Nuclear, Inc. |
100% |
Purchases electricity and capacity from Dominion Nuclear Connecticut, Inc. and sells on the spot market. Also holds a 25% interest in Dominion Nuclear Connecticut, Inc. |
Dominion Nuclear Marketing II, Inc. |
Dominion Nuclear, Inc. |
100% |
Purchases electricity and capacity from Dominion Nuclear Connecticut, Inc. and sells to third parties through bilateral contracts. Also holds a 70% interest in Dominion Nuclear Connecticut, Inc. |
Dominion Nuclear Marketing III, L.L.C. |
Dominion Nuclear, Inc. |
70% |
Purchases electricity and capacity from Dominion Nuclear Connecticut, Inc. and sells to Dominion Retail to meet retail customer needs. Also holds a 5% interest in Dominion Nuclear Connecticut, Inc. |
Dominion Nuclear Connecticut, Inc. |
Dominion Nuclear Marketing II, Inc. |
70% |
Owns 98% of Millstone Power Station, a nuclear powered electric generating facility with a net capacity of 1,954 megawatts. |
The name and business address of Dominion Nuclear, Inc. are as follows:
Dominion Nuclear, Inc. |
(d) At December 31, 2002, there were no service, sales or construction contracts between Dominion Nuclear, Inc. and any system company.
Dresden Energy, LLC
(a) Dresden Energy, LLC is a combined cycle gas fired combustion turbine power plant in Dresden, Ohio. Dresden Energy, LLC is owned 100% by Dominion Dresden, Inc.
The name and business address of Dresden Energy, LLC are as follows:
Dresden Energy, LLC |
Page 51
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (continued)
(d) At December 31, 2002, the following service agreements were in effect:
Transaction |
Operational and Management Service |
Serving Company |
Dominion Dresden Services Company, Inc. |
Receiving Company |
Dresden Energy, LLC |
Compensation |
$339,385 |
Date of Contract |
January 1, 2002 |
Transaction |
Operational and Management Services |
Serving Company |
Dominion Technical Solutions, Inc. |
Receiving Company |
Dresden Energy, LLC |
Compensation |
$246,310 |
Date of Contract |
August 1, 2002 |
CNG Kauai, Inc.
(a) CNG International holds a 1% limited partnership interest in Kauai Power Partners, L.P. (KPP), and CNG Kauai, Inc., a wholly-owned subsidiary of CNG International, holds a 1% general partnership interest and a 98% limited partnership interest in KPP. KPP is a 26-megawatt advanced steam-injected combustion turbine power plant on the island of Kauai, Hawaii.
The name and business address of CNG Kauai, Inc. are as follows:
CNG Kauai, Inc. |
(d) At December 31, 2002, there were no service, sales or construction contracts between CNG Kauai, Inc. and any system company.
Kauai Power Partners, L P.
(a) CNG International holds a 1% limited partnership interest in Kauai Power Partners, L.P. (KPP), and CNG Kauai, Inc., a wholly-owned subsidiary of CNG International, holds a 1% general partnership interest and a 98% limited partnership interest in KPP. KPP is a 26-megawatt advanced steam-injected combustion turbine power plant on the island of Kauai, Hawaii.
The name and business address of KPP are as follows:
Kauai Power Partners, L.P. |
(d) At December 31, 2002, there were no service, sales or construction contracts between KPP and any system company.
Kincaid Generation, L.L.C.
(a) Kincaid Generation, L.L.C. (Kincaid) is owned 99% by Dominion Kincaid, Inc. and 1% by Dominion Energy, Inc. (DEI). Kincaid is a 1,108 net megawatt coal-fired electric generating facility.
The name and business address of Kincaid is as follows:
Kincaid Generation, L.L.C. |
Page 52
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (continued)
(d) At December 31, 2002, services between Kincaid and a system company were as follows:
Transaction |
Operational and Management Services |
Serving Company |
Dominion Energy Services Company, Inc. |
Receiving Company |
Kincaid Generation, L.L.C. |
Compensation |
$16,587,312 |
Date of Contract |
February 27,1998 |
Elwood Energy LLC
The name and business address of Elwood Energy LLC are as follows:
Elwood Energy LLC |
|
(d) At December 31, 2002, the following service agreements were in effect:
Transaction |
Operational and Management Services |
Serving Company |
Dominion Elwood Services Company, Inc. |
Receiving Company |
Elwood Energy LLC |
Compensation |
$2,055,229 |
Date of Contract |
June 18, 1999 |
Transaction |
Operational and Management Service |
Serving Company |
Dominion Energy Services Company, Inc |
Receiving Company |
Elwood Energy LLC |
Compensation |
$46,006 |
Date of Contract |
June 18, 1999 |
Pleasants Energy, LLC
(a) Pleasants Energy, LLC is owned 100% by Dominion Pleasants, Inc. and is a simple-cycle gas fired combustion turbine power plant located in Pleasants County, WV.
The name and business address of Pleasants Energy, LLC are as follows:
Pleasants Energy, LLC |
Page 53
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (continued)
(d) At December 31, 2002, the following service agreements were in effect:
Transaction |
Operational and Management Services |
Serving Company |
Dominion Pleasants Services Company, Inc. |
Receiving Company |
Pleasants Energy, LLC |
Compensation |
$910,788 |
Date of Contract |
January 1, 2002 |
Transaction |
Operational and Management Services |
Serving Company |
Dominion Transmission, Inc. |
Receiving Company |
Pleasants Energy, LLC |
Compensation |
$88,446 |
Date of Contract |
January 1, 2001 |
Troy Energy, LLC
The name and business address of Troy Energy, LLC are as follows:
Troy Energy, LLC |
(d) At December 31, 2002, the following service agreements were in effect.
Transaction |
Operational and Management Services |
Serving Company |
Dominion Troy Services Company, Inc. |
Receiving Company |
Troy Energy, LLC |
Compensation |
$1,219,187 |
Date of Contract |
January 1, 2002 |
Dominion Troy Services Company, Inc.
(a) Dominion Troy Services Company, Inc. is owned 100% by Dominion Energy, Inc. Dominion Troy Services Company, Inc. provides operational and management services to Troy Energy, LLC.
The name and business address of Dominion Troy Services Company, Inc. are as follows:
Dominion Troy Services Company, Inc. |
(d) At December 31, 2002, the following service agreements were in effect:
Transaction |
Operational and Management Services |
Serving Company |
Dominion Troy Services Company, Inc. |
Receiving Company |
Troy Energy, LLC |
Compensation |
$1,219,187 |
Date of Contract |
January 1, 2002 |
Page 54
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (continued)
Dominion Dresden Services Company, Inc.
(a) Dominion Dresden Services Company, Inc. is owned 100% by Dominion Energy, Inc. Dominion Dresden Services Company, Inc. provides operational and management services to Dresden Energy, LLC.
The name and business address of Dominion Dresden Services Company, Inc. are as follows:
Dominion Dresden Services Company, Inc. |
(d) At December 31, 2002, the following service agreements were in effect:
Transaction |
Operational and Management Services |
Serving Company |
Dominion Dresden Services Company, Inc. |
Receiving Company |
Dresden Energy, LLC |
Compensation |
$339,385 |
Date of Contract |
January 1, 2002 |
Dominion Pleasants Services Company, Inc.
The name and business address of Dominion Pleasants Services Company, Inc. are as follows:
Dominion Pleasants Services Company, Inc. |
(d) At December 31, 2002, the following service agreements were in effect:
Transaction |
Operational and Management Services |
Serving Company |
Dominion Pleasants Services Company, Inc. |
Receiving Company |
Pleasants Energy, LLC |
Compensation |
$910,788 |
Date of Contract |
January 1, 2002 |
Dominion Armstrong Services Company, Inc.
The name and business address of Dominion Armstrong Services Company, Inc. are as follows:
Dominion Armstrong Services Company, Inc. |
(d) At December 31, 2002, the following service agreements were in effect:
Transaction |
Operational and Management Services |
Serving Company |
Dominion Armstrong Services Company, Inc. |
Receiving Company |
Armstrong Energy Limited Partnership, LLLP |
Compensation |
$1,068,578 |
Date of Contract |
January 1, 2002 |
Page 55
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (continued)
State Line Energy, LLC
(a) State Line Energy, LLC (State Line) is owned 60% by State Line Holding II, LLC and 40% by State Line Holding Corporation. State Line is a 515-megawatt coal-fired generation facility located near Hammond, Indiana.
The name and business address of State Line Energy, LLC are as follows:
State Line Energy, LLC |
(d) At December 31, 2002, the following service agreements were in effect:
Transaction |
Operational and Management Services |
Serving Company |
Dominion Energy Services Company, Inc. |
Receiving Company |
State Line Energy, LLC |
Compensation |
$56,028 |
Date of Contract |
June 1, 2002 |
Dominion Person, Inc.
(a) Dominion Person, Inc. is owned 100% by Dominion Energy, Inc. Dominion Person, Inc. is a 1100-megawatt combined cycle generation facility under development in Person County, North Carolina.
The name and business address of Dominion Person, Inc. are as follows:
Dominion Person, Inc. |
(d) At December 31, 2002, the following service agreements were in effect:
Transaction |
Operational and Management Services |
Serving Company |
Dominion Technical Solutions, Inc. |
Receiving Company |
Dominion Person, Inc. |
Compensation |
$27,961 |
Date of Contract |
August 1, 2002 |
Note:
The following are EWG's with no activity for the year-ended December 31, 2002:Dominion North Star Generation, Inc.
North Star Generation, LLC
Dominion Davidson, Inc.
Foreign Utility Company
Latin America Fund
(a) CNG International holds a 16.5% limited partnership interest in The Latin America Energy Fund and Electricity Fund I, L.P. (Latin America Fund), a Cayman Islands exempted limited partnership, and an 8.29% general partnership interest in FondElec General Partner, L.P. (FondElec). FondElec holds a 1% general partnership interest in the Latin America Fund. The Latin America Fund's business is limited to investing in FUCOs in Latin America. As part of the transaction, CNG International obtains an ownership interest, equal to its percentage ownership interest in the partnership, in each of the Latin America Fund's investments. The Latin America Fund had investments in two FUCOs as of December 31, 2002.
Page 56
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (continued)
The name and business address of Latin America Fund are as follows:
The Latin America Energy and Electricity Fund I, L.P. |
(d) There are no service, sales or construction contracts between the Latin America Fund, or any FUCOs in which the Latin America Fund has an interest, and a system company.
Part II. Relationship of exempt wholesale generators and foreign utility companies to system companies, and financial data:
Organization charts showing the relationship of the EWG's and FUCO to other system companies are filed as Exhibits H-1 and H-2.
Part III. Investment in exempt wholesale generators and foreign utility companies:
At December 31, 2002, Dominion's aggregate investment in exempt wholesale generators amounted to $3.09 billion, which include guarantees in the amount of $1.5 billion, or 59.44% of Dominion's aggregate capital investment in its domestic public utility subsidiaries. Dominion's aggregate investment in the foreign utility companies was $8.27 million at December 31, 2002, or 0.16% of Dominion's aggregate capital investment in its domestic public utility subsidiaries.
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS
The consolidating financial statements for Dominion Resources, Inc. are included in the following pages. The consolidating financial statements should be reviewed in conjunction with the Dominion Resources, Inc., Virginia Electric and Power Company and Consolidated Natural Gas Company's Annual Reports on Form 10-K as of and for the year ended December 31, 2002 (2002 Forms 10-K). The Notes to the Consolidated Financial Statements to the three companies' 2002 Forms 10-K are incorporated by reference.
Reclassifications have been made to certain subsidiaries' financial statements to conform to the Dominion presentation. All financial statements are presented in thousands of dollars. As a result, some columns and rows may not add due to rounding.
Page 57
DOMINION RESOURCES, INC.
CONSOLIDATING STATEMENT OF INCOME
For the year ended December 31, 2002
(Thousands)
|
|
|
|
|
DRS |
Other Subsidiaries (filed confidentially) |
Operating Revenue |
$10,218,208 |
$ (616,772) |
$4,971,656 |
$3,899,716 |
$555,738 |
$1,407,869 |
|
|
|
|
|
|
|
Operating Expenses: |
|
|
|
|
|
|
Electric fuel & energy |
|
|
|
|
|
|
Purchased electric capacity |
691,203 |
|
691,113 |
|
|
90 |
Purchased gas, net |
1,159,495 |
(88,347) |
|
1,247,306 |
|
536 |
Liquids, pipeline capacity & other |
|
|
|
|
|
|
Restructuring & other acquisition |
|
|
|
|
|
|
Other operations & maintenance |
2,197,834 |
(548,156) |
899,624 |
569,478 |
524,323 |
752,565 |
Depreciation, depletion & |
|
|
|
|
|
|
Other taxes |
429,359 |
- |
151,501 |
202,074 |
18,543 |
57,239 |
Total Operating Expenses |
7,333,140 |
(672,217) |
3,511,598 |
2,829,583 |
554,990 |
1,109,186 |
Income from operations |
2,885,068 |
55,446 |
1,460,058 |
1,070,134 |
748 |
298,684 |
|
|
|
|
|
|
|
Other income |
102,946 |
(1,718,254) |
31,239 |
34,744 |
235 |
1,754,982 |
|
|
|
|
|
|
|
Interest & Related Charges: |
|
|
|
|
|
|
Interest expense |
825,989 |
(151,703) |
275,193 |
135,772 |
983 |
565,743 |
Subsidiary preferred dividends and |
118,829 |
-- |
34,485 |
18,547 |
-- |
65,797 |
Total Fixed Charges |
944,817 |
(151,703) |
309,677 |
154,319 |
983 |
631,540 |
|
|
|
|
|
|
|
Income before taxes & minority |
|
|
|
|
|
|
Income taxes |
681,077 |
15,858 |
424,906 |
312,057 |
|
(71,745) |
Minority interest |
(6) |
(483) |
-- |
171 |
-- |
306 |
|
|
|
|
|
|
|
Net Income |
$1,362,126 |
$(1,526,481) |
$ 756,714 |
$ 638,331 |
$ -- |
$1,493,561 |
|
|
|
|
|
|
|
* See supporting financial statements. |
|
|
|
|
|
Page 58
DOMINION RESOURCES, INC.
CONSOLIDATING BALANCE SHEET
As of December 31, 2002
(Thousands)
|
|
|
|
|
DRS |
Other Subsidiaries (filed confidentially) |
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets: |
|
|
|
|
|
|
Cash & cash equivalents |
$ 290,620 |
|
$ 132,273 |
$ 21,626 |
$ 5,218 |
$ 131,503 |
Customer accounts receivable, net |
2,568,124 |
1,757,653 |
662,378 |
320 |
147,773 |
|
Other accounts receivable |
476,767 |
|
73,350 |
25,211 |
5,088 |
373,118 |
Receivable from affiliates |
8,963 |
$ (2,487,203) |
40,762 |
95,787 |
56,924 |
2,302,695 |
Inventories: |
|
|
|
|
|
|
Materials & supplies |
269,120 |
|
165,859 |
26,789 |
|
76,472 |
Fossil fuel |
137,551 |
|
133,132 |
2,049 |
|
2,371 |
Gas stored - current portion |
230,790 |
(2,072) |
147,063 |
85,799 |
|
|
Derivative & energy trading assets |
1,364,556 |
(102,737) |
1,260,704 |
181,453 |
|
25,136 |
Investment securities - trading |
408 |
|
|
|
|
408 |
Margin deposit assets |
148,749 |
|
51,672 |
52,279 |
|
44,798 |
Prepayments |
347,053 |
(32,218) |
47,352 |
113,405 |
11,505 |
207,009 |
Escrow deposit for debt refunding |
500,000 |
|
|
|
|
500,000 |
Other |
482,694 |
7,912 |
56,273 |
290,800 |
12,561 |
115,151 |
Total Current Assets |
6,825,396 |
(2,616,319) |
3,866,092 |
1,557,576 |
91,615 |
3,926,432 |
|
|
|
|
|
|
|
Investments: |
|
|
|
|
|
|
Investments in affiliates |
468,809 |
(15,987,324) |
|
177,632 |
|
16,278,501 |
Available for sale securities |
564,466 |
|
|
|
|
564,466 |
Nuclear decommissioning trust funds |
1,598,672 |
|
837,789 |
|
|
760,882 |
Other |
541,619 |
(4) |
21,851 |
67,646 |
101,285 |
350,841 |
Total Investments |
3,173,566 |
(15,987,328) |
859,641 |
245,277 |
101,285 |
17,954,61 |
|
|
|
|
|
|
|
Property, Plant & Equipment, Net: |
|
|
|
|
|
|
Property, plant & equipment |
32,630,958 |
(3,013,182) |
17,797,010 |
14,118,895 |
59,560 |
3,668,675 |
Less accumulated depreciation |
|
|
|
|
|
|
Total Property, Plant & Equipment |
20,256,539 |
(60,871) |
9,556,739 |
8,566,957 |
28,484 |
2,165,230 |
|
|
|
|
|
|
|
Deferred Charges & Other Assets: |
|
|
|
|
|
|
Goodwill, net |
4,301,470 |
3,310,676 |
|
624,746 |
|
366,048 |
Intangible assets, net |
312,831 |
|
128,762 |
103,786 |
1,767 |
75,515 |
Regulatory assets, net |
580,496 |
76,729 |
239,127 |
264,640 |
|
|
Prepaid pension cost |
1,709,532 |
855,468 |
45,826 |
738,430 |
68,289 |
1,518 |
Derivative & energy trading assets |
481,676 |
(19,493) |
402,496 |
34,537 |
|
64,137 |
Other |
266,969 |
(886,250) |
64,469 |
85,278 |
34,314 |
969,158 |
Total Deferred Charges & Other |
7,652,973 |
3,337,131 |
880,680 |
1,851,418 |
104,370 |
1,479,374 |
|
|
|
|
|
|
|
Total Assets |
$37,908,474 |
$(15,327,387) |
$15,163,151 |
$12,221,228 |
$325,753 |
$25,525,729 |
* See supporting financial statements.
Page 59
DOMINION RESOURCES, INC.
CONSOLIDATING BALANCE SHEET
As of December 31, 2002
(Thousands)
|
|
|
|
|
DRS |
Other Subsidiaries (filed confidentially) |
|
|
|
|
|
|
|
Liabilities & Common Shareholders' Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
Securities due within one year |
$ 2,125,038 |
$ -- |
$ 360,450 |
$ 150,000 |
$ -- |
$ 1,614,589 |
Short term debt |
1,193,190 |
|
442,767 |
396,878 |
|
353,545 |
Accounts payable, trade |
2,308,334 |
|
1,591,020 |
600,712 |
20,034 |
96,569 |
Payable to affiliates |
2,042 |
(2,486,336) |
156,150 |
664,720 |
842 |
1,666,666 |
Accrued interest, payroll and taxes |
605,728 |
(7,249) |
207,275 |
192,431 |
55,950 |
157,321 |
Derivative & energy trading |
1,609,005 |
(106,842) |
1,205,848 |
441,779 |
3,291 |
64,929 |
Other |
598,998 |
(13,093) |
205,984 |
276,270 |
18,364 |
111,470 |
Total Current Liabilities |
8,442,336 |
(2,613,516) |
4,169,494 |
2,722,790 |
98,481 |
4,065,087 |
|
|
|
|
|
|
|
Long Term Debt: |
|
|
|
|
|
|
Long term debt |
11,968,098 |
(14,471) |
3,793,734 |
3,308,679 |
-- |
4,880,156 |
Notes payable to affiliates |
91,972 |
(2,121,917) |
-- |
-- |
-- |
2,213,890 |
Total Long Term Debt |
12,060,071 |
(2,136,388) |
3,793,734 |
3,308,679 |
-- |
7,094,046 |
|
|
|
|
|
|
|
Deferred Credits & Other |
|
|
|
|
|
|
Deferred income taxes |
4,099,211 |
281,411 |
1,666,816 |
1,648,686 |
13,480 |
488,818 |
Deferred investment tax credits |
109,949 |
|
96,004 |
13,945 |
|
|
Derivative & energy trading |
|
|
|
|
|
|
Other |
632,296 |
3,841 |
169,490 |
128,511 |
144,102 |
186,352 |
Total Deferred Credits & Other |
5,530,968 |
255,047 |
2,211,729 |
2,173,456 |
164,551 |
726,185 |
|
|
|
|
|
|
|
Total Liabilities |
26,033,374 |
(4,494,857) |
10,174,958 |
8,204,925 |
263,032 |
11,885,316 |
|
|
|
|
|
|
|
Minority interest |
7,960 |
(7,391) |
-- |
7,368 |
-- |
7,983 |
Obligated mandatorily redeemable |
1,397,259 |
-- |
400,000 |
200,000 |
-- |
797,259 |
Subsidiary preferred stock not subject |
257,120 |
(665,000) |
257,120 |
-- |
-- |
665,000 |
|
|
|
|
|
|
|
Common Shareholders' Equity: |
|
|
|
|
|
|
Common stock |
9,051,178 |
(4,893,288) |
2,887,407 |
1,815,695 |
56,357 |
9,185,007 |
Other paid-in capital |
47,101 |
(3,951,236) |
16,603 |
1,871,104 |
22,575 |
2,088,055 |
Accumulated other comprehensive |
(446,029) |
442,682 |
8,155 |
(298,082) |
(16,215) |
(582,569) |
Retained earnings |
1,560,510 |
(1,758,298) |
1,418,909 |
420,219 |
4 |
1,479,676 |
|
|
|
|
|
|
|
Total Common Shareholders' |
10,212,761 |
(10,160,140) |
4,331,074 |
3,808,935 |
62,721 |
12,170,171 |
|
|
|
|
|
|
|
Total Liabilities & Shareholders' |
$37,908,474 |
$(15,327,387) |
$15,163,151 |
$12,221,228 |
$325,753 |
$25,525,728 |
|
|
|
|
|
|
|
* See supporting financial statements.
Page 60
DOMINION RESOURCES, INC.
CONSOLIDATING STATEMENT OF CASH FLOWS
For the year ended December 31, 2002
(Thousands)
|
|
|
|
|
DRS |
Other Subsidiaries (filed confidentially) |
|
|
|
|
|
|
|
Cash flows from (used in) operating activities |
|
|
|
|
|
|
Net Income |
$ 1,362,126 |
$ (1,526,481) |
$ 756,714 |
$ 638,331 |
-- |
$ 1,493,562 |
Adjustments to reconcile net income to net |
|
|
|
|
|
|
DCI Impairment Loss |
12,930 |
|
|
|
|
12,930 |
Net unrealized gains on energy trading contracts |
(5,069) |
(28,417) |
43,814 |
|
|
(20,466) |
Depreciation, depletion and amortization |
1,378,933 |
(3,228) |
570,010 |
553,508 |
12,124 |
246,519 |
Deferred income taxes and investment tax credits, net |
713,701 |
15,858 |
97,699 |
393,210 |
26,778 |
180,156 |
Changes in: |
|
|
|
|
|
|
Accounts receivable |
(817,605) |
|
(668,382) |
(62,213) |
1,108 |
(88,118) |
Receivables from affiliates |
3,918 |
(92,414) |
12,774 |
(1,262) |
66,927 |
17,893 |
Inventories |
(54,696) |
2,072 |
(74,578) |
33,342 |
|
(15,532) |
Deferred fuel and purchased gas costs, net |
(143,440) |
|
(19,547) |
(123,893) |
|
|
Prepaid pension cost |
(198,321) |
30,449 |
(29,677) |
(170,378) |
(27,218) |
(1,497) |
Purchase and originations of mortgages |
-- |
|
|
|
|
|
Proceeds from sales and principle collections |
-- |
|
|
|
|
|
Accounts payable, trade |
525,903 |
|
576,941 |
18,695 |
(21,631) |
(48,102) |
Payable to affiliates |
1,346 |
93,344 |
(29,428) |
(153,890) |
(3,337) |
94,657 |
Accrued interest, payroll, and taxes |
58,477 |
91,024 |
(5,105) |
8,424 |
6,138 |
(42,004) |
Margin deposit assets and liabilities |
(185,501) |
|
(20,445) |
(120,258) |
|
(44,798) |
Other |
(204,315) |
516,278 |
44,806 |
122,592 |
(13,994) |
(873,997) |
Net cash from (used in) operating activities |
2,448,386 |
(901,515) |
1,255,596 |
1,136,208 |
46,895 |
911,203 |
|
|
|
|
|
|
|
Cash flows from (used in) investing activities |
|
|
|
|
|
|
Plant construction and other property |
(1,339,379) |
939 |
(807,305) |
(348,845) |
(8,494) |
(175,674) |
Purchases of gas and oil properties, prospects and equipment |
|
|
|
|
|
|
Loan originations |
-- |
|
|
|
|
|
Repayments of loan originations |
19,019 |
|
|
|
|
19,019 |
Proceeds from sale of business |
|
|
|
|
|
|
Acquisition of business |
(410,548) |
|
|
(225,071) |
|
(185,477) |
Proceeds from sale of securities |
53,619 |
|
|
|
|
53,619 |
Purchase of securities |
|
|
|
|
|
|
Escrow deposit for debt refunding |
(500,000) |
|
|
|
|
(500,000) |
Investment in affiliates |
15,163 |
78,858 |
|
7,006 |
|
(70,701) |
Advances to affiliates, net of repayments |
|
2,376,903 |
|
60,917 |
|
(2,437,820) |
Loans to affiliates |
|
|
|
|
|
|
Repayment of loans by affiliates |
|
|
|
|
|
|
Other |
(308,813) |
(1,838) |
(49,384) |
(13,078) |
(8,455) |
(236,058) |
Net cash from (used in) investing activities |
(3,960,286) |
2,454,862 |
(856,689) |
(1,854,920) |
(16,949) |
(3,686,590) |
Pager 61
DOMINION RESOURCES, INC.
CONSOLIDATING STATEMENT OF CASH FLOWS (continued)
For the year ended December 31, 2002
(Thousands)
|
|
|
|
|
|
Other Subsidiaries (filed confidentially) |
|
|
|
|
|
|
|
Cash flows from (used in) financing activities: |
|
|
|
|
|
|
Issuance of common stock |
2,019,528 |
(46) |
|
|
|
2,019,574 |
Repurchase of common stock |
(66,220) |
|
|
|
|
(66,220) |
Issuance of preferred securities of subsidiary |
|
|
|
|
|
|
Repayment of preferred securities of subsidiary trusts |
(135,000) |
|
|
|
|
|
Issuance of long-term debt and preferred stock |
|
|
|
|
|
|
Repayment of long-term debt and preferred |
|
|
|
|
|
|
Issuance (repayment) of short-term debt, net |
(665,894) |
|
6,867 |
(378,726) |
|
(294,035) |
Issuance of notes payable to affiliates |
|
|
|
|
|
|
Repayment of notes payable by affiliates |
(226,745) |
|
|
|
|
(226,745) |
Advances from affiliates, net of repayments |
|
(2,376,900) |
99,855 |
1,462,545 |
(90,674) |
905,174 |
Capital contributions |
|
(84,464) |
|
|
|
84,464 |
Common dividend payments |
(723,697) |
944,533 |
(467,175) |
(383,796) |
|
(817,259) |
Other |
(42,737) |
47 |
(25,582) |
(6,538) |
|
(10,664) |
Net cash from (used in) financing activities |
1,316,911 |
(1,514,997) |
(350,357) |
687,530 |
(94,173) |
2,588,908 |
|
|
|
|
|
|
|
Increase (decrease) in cash & equivalents |
(194,989) |
38,350 |
48,550 |
(31,182) |
(64,227) |
(186,479) |
Cash and cash equivalents at beginning of |
485,609 |
-- |
83,721 |
52,805 |
69,442 |
279,641 |
Cash and cash equivalents at end of period |
$ 290,621 |
$ 38,350 |
$132,271 |
$ 21,623 |
$ 5,215 |
$ 93,162 |
|
|
|
|
|
|
|
Noncash transactions from investing and financing activities |
|
|
|
|
|
|
Conversion of amounts receivable from subsidiaries to paid-in capital or common stock |
|
(1,109,151) |
|
|
|
1,109,151 |
Conversion of short-term borrowings and other payables to parent to paid-in capital or common stock |
|
(1,109,151) |
151,366 |
932,007 |
1,664 |
24,113 |
Exchange of debt securities |
567,300 |
|
117,300 |
|
|
450,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*See supporting financial statements. |
|
|
|
|
|
Page 62
DOMINION RESOURCES, INC.
CONSOLIDATING STATEMENT OF SHAREHOLDERS' EQUITY
As of December 31, 2002
(Thousands)
|
|
|
|
|
DRS |
Other Subsidiaries (filed confidentially) |
|
|
|
|
|
|
|
Balance at December 31, 2001 |
$ 8,368,155 |
$ (8,961,153) |
$3,876,393 |
$2,999,566 |
$50,587 |
$ 10,402,492 |
|
|
|
|
|
|
|
Common stock |
1,921,676 |
(247,752) |
150,000 |
(1) |
|
2,019,429 |
Other paid-in capital |
19,464 |
(953,982) |
2,189 |
934,617 |
19,371 |
17,269 |
Accumulated other comprehensive |
|
|
|
|
|
|
Retained earnings: |
|
|
|
|
|
|
Net income |
1,362,126 |
(1,526,481) |
756,714 |
638,331 |
-- |
1,493,562 |
Dividends and other adjustments |
(723,526) |
929,761 |
(466,659) |
(383,795) |
4 |
(802,837) |
|
|
|
|
|
|
|
Balance at December 31, 2002 |
$10,212,761 |
$(10,160,140) |
$4,331,074 |
$3,808,935 |
$62,721 |
$12,170,171 |
|
|
|
|
|
|
|
* See supporting financial statements. |
|
|
|
|
|
Page 63
DOMINION RESOURCES, INC.
CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
For the year ended December 31, 2002
(Thousands)
|
|
|
|
|
DRS |
Other Subsidiaries (filed confidentially) |
|
|
|
|
|
|
|
Net income |
$1,362,126 |
$(1,526,481) |
$756,714 |
$ 638,331 |
$ -- |
$ 1,493,562 |
Other comprehensive income, net of |
|
|
|
|
|
|
Net deferred gains on derivatives - |
(663,345) |
595,691 |
6,838 |
(382,317) |
(12,686) |
(870,871) |
Unrealized gains on investment |
(68,430) |
68,430 |
-- |
(696) |
-- |
(136,164) |
Foreign currency translation |
5,896 |
(5,896) |
-- |
-- |
-- |
11,792 |
Minimum pension liability |
(1,448) |
1,434 |
-- |
1,084 |
(2,532) |
(1,434) |
Amounts reclassified to net income: |
|
|
|
|
|
|
Realized gains on investment |
373 |
(373) |
-- |
(34) |
-- |
780 |
Net losses on derivatives - hedging |
(8,179) |
(59,821) |
5,599 |
2,180 |
7,707 |
36,156 |
|
|
|
|
|
|
|
Other comprehensive income |
(735,133) |
599,466 |
12,437 |
(379,783) |
(7,511) |
(959,742) |
|
|
|
|
|
|
|
Comprehensive income (loss) |
$ 626,993 |
$ (927,015) |
$769,151 |
$258,548 |
$(7,511) |
$ 533,820 |
|
|
|
|
|
|
|
* See supporting financial statements. |
|
|
|
|
|
Page 64
CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING STATEMENT OF INCOME
For the year ended December 31, 2002
(Thousands)
|
CNG Consolidated |
|
|
|
|
|
Other Subsidiaries (filed confidentially) |
|
|
|
|
|
|
|
|
Operating Revenue |
$3,899,716 |
$ (342,756) |
$ 810,928 |
$314,695 |
$ 121,646 |
$ 568,931 |
$ 2,426,272 |
|
|
|
|
|
|
|
|
Operating Expenses |
|
|
|
|
|
|
|
Electric fuel & energy |
103,386 |
(697) |
|
|
|
|
104,394 |
Purchased electric capacity |
|
|
|
|
|
|
|
Purchased gas, net |
1,247,306 |
(270,700) |
352,882 |
138,447 |
57,155 |
17,134 |
952,388 |
Liquids, pipeline capacity |
|
|
|
|
|
|
|
Restructuring & other |
|
|
|
|
|
|
|
Other operations & |
|
|
|
|
|
|
|
Depreciation, depletion & |
|
|
|
|
|
|
|
Other taxes |
202,074 |
-- |
93,249 |
7,554 |
9,153 |
36,663 |
55,455 |
Total Operating Expenses |
2,829,583 |
(293,971) |
646,220 |
225,510 |
96,310 |
248,395 |
1,907,119 |
|
|
|
|
|
|
|
|
Income from operations |
1,070,134 |
(48,785) |
164,708 |
89,185 |
25,337 |
320,535 |
519,154 |
|
|
|
|
|
|
|
|
Other income |
34,744 |
(848,947) |
2,430 |
536 |
(35) |
(1,304) |
882,064 |
|
|
|
|
|
|
|
|
Interest & Related Charges: |
|
|
|
|
|
|
|
Interest expense |
135,772 |
(214,671) |
27,525 |
11,861 |
3,438 |
19,745 |
287,874 |
Subsidiary preferred |
18,547 |
-- |
-- |
-- |
-- |
-- |
18,547 |
Total Fixed Charges |
154,319 |
(214,671) |
27,525 |
11,861 |
3,438 |
19,745 |
306,431 |
|
|
|
|
|
|
|
|
Income before taxes & minority interest |
950,559 |
(683,061) |
139,613 |
77,860 |
21,864 |
299,486 |
1,094,797 |
|
|
|
|
|
|
|
|
Income taxes |
312,057 |
(19,092) |
46,092 |
15,229 |
7,415 |
113,651 |
148,763 |
Minority interest |
171 |
-- |
-- |
-- |
-- |
-- |
171 |
|
|
|
|
|
|
|
|
Net Income |
$ 638,331 |
$ (663,969) |
$ 93,522 |
$ 62,631 |
$ 14,449 |
$ 185,835 |
$ 945,864 |
|
|
|
|
|
|
|
|
Page 65
CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING BALANCE SHEET
As of December 31, 2002
(Thousands)
|
|
|
|
|
|
|
Other Subsidiaries (filed confidentially) |
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
Current Assets: |
|||||||
Cash & cash equivalents |
$ 21,626 |
$ (2,487) |
$ 6,345 |
$ 1,977 |
$ 2,988 |
$ 305 |
$ 12,498 |
Customer accounts |
662,378 |
(1,791) |
257,687 |
93,637 |
32,497 |
38,013 |
242,336 |
Other accounts receivable |
25,211 |
(60) |
1,223 |
1,143 |
638 |
358 |
21,909 |
Receivable from affiliates |
95,787 |
(2,469,406) |
199 |
242 |
3 |
13,024 |
2,551,725 |
Inventories: |
|
|
|
|
|
|
|
Materials & supplies |
26,789 |
(28) |
2,896 |
1,734 |
444 |
9,129 |
12,614 |
Fossil fuel |
2,049 |
(576) |
|
|
|
|
2,625 |
Gas stored - current |
|
|
|
|
|
|
|
Derivative & energy |
|
|
|
|
|
|
|
Margin deposit assets |
52,279 |
|
|
1,376 |
|
|
50,903 |
Prepayments |
113,405 |
(21,594) |
26,076 |
6,663 |
2,549 |
15,091 |
84,618 |
Other |
290,800 |
114,846 |
25,404 |
44,824 |
691 |
66,819 |
38,216 |
Total Current Assets |
1,557,576 |
(2,383,141) |
333,595 |
177,784 |
77,203 |
143,109 |
3,209,026 |
|
|
|
|
|
|
|
|
Investments: |
|
|
|
|
|
|
|
Investments in affiliates |
177,632 |
(6,084,273) |
757 |
300 |
1,225 |
100 |
6,259,522 |
Other |
67,646 |
-- |
19 |
-- |
-- |
36 |
67,592 |
Total Investments |
245,277 |
(6,084,273) |
776 |
300 |
1,225 |
136 |
6,327,114 |
|
|
|
|
|
|
|
|
Property, Plant & |
|
|
|
|
|
|
|
Property, plant & |
|
|
|
|
|
|
|
Less accumulated |
|
|
|
|
|
|
|
Total Property, Plant & |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred Charges & Other Assets: |
|
|
|
|
|
|
|
Goodwill, net |
624,746 |
|
|
|
|
|
624,746 |
Intangible assets, net |
103,786 |
|
64,633 |
6,857 |
2,976 |
17,199 |
12,121 |
Regulatory assets, net |
264,640 |
|
82,079 |
156,408 |
8,644 |
17,509 |
|
Prepaid pension cost |
738,430 |
(12,803) |
351,986 |
153,359 |
41,015 |
202,853 |
2,020 |
Derivative & energy |
|
|
|
|
|
|
|
Other |
85,278 |
(261,871) |
40,642 |
191 |
5,591 |
4,667 |
296,059 |
Total Deferred Charges |
1,851,418 |
(274,674) |
539,340 |
317,168 |
58,226 |
242,228 |
969,129 |
|
|
|
|
|
|
|
|
Total Assets |
$12,221,228 |
$(8,821,148) |
$ 1,782,156 |
$ 970,881 |
$262,694 |
$1,679,650 |
$16,346,994 |
|
|
|
|
|
|
|
|
Page 66
CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING BALANCE SHEET
As of December 31, 2002
(Thousands)
|
|
|
|
|
|
|
Other Subsidiaries (filed confidentially) |
|
|
|
|
|
|
|
|
Liabilities & Common Shareholders' Equity |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
|
Securities due within one year |
$ 150,000 |
$ -- |
$ -- |
$ -- |
$ -- |
$ -- |
$ 150,000 |
Short term debt |
396,878 |
|
|
|
|
|
396,878 |
Accounts payable, trade |
600,712 |
(404) |
162,732 |
44,379 |
11,216 |
34,520 |
348,269 |
Payable to affiliates |
664,720 |
(2,469,405) |
431,502 |
231,888 |
63,898 |
157,897 |
2,248,940 |
Accrued interest, payroll and taxes |
|
|
|
|
|
|
|
Derivative & energy |
|
|
|
|
|
|
|
Other |
276,270 |
(21,218) |
71,673 |
34,651 |
3,596 |
39,242 |
148,326 |
Total Current Liabilities |
2,722,790 |
(2,510,633) |
734,168 |
320,816 |
86,749 |
267,011 |
3,824,679 |
|
|
|
|
|
|
|
|
Long Term Debt: |
|
|
|
|
|
|
|
Long term debt |
3,308,679 |
|
|
|
|
|
3,308,679 |
Notes payable to affiliates |
- |
(2,505,595) |
260,718 |
101,521 |
29,089 |
260,405 |
1,853,862 |
Total Long Term Debt |
3,308,679 |
(2,505,595) |
260,718 |
101,521 |
29,089 |
260,405 |
5,162,541 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred Credits & Other Liabilities: |
|
|
|
|
|
|
|
Deferred income taxes |
1,648,686 |
(73,856) |
274,388 |
219,493 |
43,447 |
285,934 |
899,251 |
Deferred investment tax |
|
|
|
|
|
|
|
Derivative & energy |
|
|
|
|
|
|
|
Other |
128,511 |
(12,803) |
24,840 |
12,881 |
20,608 |
19,295 |
63,689 |
Total Deferred Credits & |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
8,204,925 |
(5,102,887) |
1,300,020 |
660,999 |
181,678 |
832,646 |
10,332,469 |
|
|
|
|
|
|
|
|
Minority interest |
7,368 |
-- |
-- |
-- |
-- |
-- |
7,368 |
Obligated mandatorily |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Shareholders' Equity: |
|
|
|
|
|
|
|
Common stock |
1,815,695 |
(1,948,848) |
237,968 |
183,535 |
44,900 |
609,360 |
2,688,780 |
Other paid-in capital |
1,871,104 |
(1,039,326) |
22,927 |
1,462 |
62 |
15,701 |
2,870,277 |
Accumulated other |
|
|
|
|
|
|
|
Retained earnings |
420,219 |
(994,791) |
221,241 |
124,541 |
23,756 |
221,944 |
823,527 |
Total Common Shareholders' Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities & |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 67
CONSOLIDATED NATURAL GAS COMPANY.
CONSOLIDATING STATEMENT OF CASH FLOWS
For the year ended December 31, 2002
(Thousands)
|
|
|
|
|
|
|
Other Subsidiaries (filed confidentially) |
|
|
|
|
|
|
|
|
Cash flows from (used in) operating activities |
|
|
|
|
|
|
|
Net Income |
$ 638,331 |
$ (663,969) |
$ 93,522 |
$ 62,631 |
$ 14,449 |
$ 185,835 |
$ 945,864 |
Adjustments to reconcile net income to net cash from operating activities: |
|
|
|
|
|
|
|
Depreciation, depletion |
553,508 |
(8,286) |
49,370 |
18,941 |
6,442 |
62,716 |
424,325 |
Deferred income taxes |
393,210 |
(19,092) |
61,614 |
13,919 |
3,761 |
76,110 |
256,898 |
Changes in: |
|
|
|
|
|
|
|
Accounts receivable |
(62,213) |
1,791 |
1,516 |
(12,632) |
(11,295) |
3,655 |
(45,248) |
Receivable from affiliates |
(1,262) |
151,453 |
13 |
165 |
1,030 |
6,426 |
(160,349) |
Inventories |
33,342 |
604 |
17,050 |
5,318 |
9,598 |
2,557 |
(1,785) |
Deferred fuel and purchased gas costs, net |
|
|
|
|
|
|
|
Prepaid pension cost |
(170,378) |
(9,562) |
(73,010) |
(30,913) |
(10,317) |
(45,617) |
(959) |
Accounts payable, trade |
18,695 |
292 |
19,905 |
11,964 |
2,299 |
11,471 |
(27,236) |
Payable to affiliates |
(153,890) |
(151,453) |
4,125 |
(7,646) |
1,947 |
(10,244) |
9,380 |
Accrued interest, payroll and taxes |
|
|
|
|
|
|
|
Margin deposits assets and liabilities |
(120,258) |
|
|
(470) |
|
|
(119,788) |
Other |
122,592 |
377,837 |
22,560 |
7,912 |
(3,261) |
2,719 |
(285,175) |
Net cash from (used in) operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from (used in) investing activities |
|
|
|
|
|
|
|
Plant construction and |
(348,845) |
541 |
(73,600) |
(39,462) |
(11,978) |
(128,868) |
(95,478) |
Gas and oil properties and |
(1,335,849) |
9,640 |
|
|
|
|
(1,345,489) |
Proceeds from sale of business |
|
|
|
|
|
|
|
Acquisition of business |
(225,071) |
|
|
|
|
|
(225,071) |
Investment in affiliates |
7,006 |
219,591 |
|
(300) |
|
|
(212,285) |
Advances to affiliates, net of repayments |
|
|
|
|
|
|
|
Loan to affiliates |
|
108,578 |
|
|
|
|
108,578 |
Repayment of loans by affiliates |
|
|
|
|
|
|
|
Other |
(13,078) |
(9,685) |
(4,026) |
(1,301) |
(907) |
(4,788) |
7,629 |
Net cash from (used in) investing activities |
|
|
|
|
|
|
|
Page 68
CONSOLIDATED NATURAL GAS COMPANY.
CONSOLIDATING STATEMENT OF CASH FLOWS
For the year ended December 31, 2002
(Thousands)
|
|
|
|
|
|
|
Other Subsidiaries (filed confidentially) |
|
|
|
|
|
|
|
|
Cash flows from (used in) financing activities: |
|
|
|
|
|
|
|
Issuance of common stock |
|
(100,001) |
|
|
|
|
100,001 |
Repurchase of common stock |
|
|
|
|
|
|
|
Issuance of preferred |
|
|
|
|
|
|
|
Repayment of preferred securities of subsidiary trusts |
|
|
|
|
|
|
|
Issuance of long-term debt and preferred stock |
(5,955) |
|
(132) |
(64) |
(14) |
(153) |
(5,592) |
Repayment of long-term |
|
|
|
|
|
|
|
Issuance (repayment) of |
|
|
|
|
|
|
|
Issuance of notes payable to affiliates |
|
|
|
|
|
|
|
Repayment of notes payable by affiliates |
|
|
|
|
|
|
|
Advances from affiliates, net of repayments |
|
|
|
|
|
|
|
Capital contributions |
|
(116,595) |
|
|
|
|
116,595 |
Common dividend |
|
|
|
|
|
|
|
Other |
(6,538) |
-- |
-- |
-- |
-- |
-- |
(6,538) |
Net cash from financing activities |
|
|
|
|
|
|
|
Increase (decrease) in cash & equivalents |
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash transactions from investing and financing activities: |
|
|
|
|
|
|
|
Conversion of amounts receivable from subsidiaries to paid-in capital or common stock |
|
|
|
|
|
|
|
Conversion of short-term borrowings and other payables to parent to paid in capital or common stock |
|
|
|
|
|
|
|
Exchange of debt securities |
|
|
|
|
|
|
|
Page 69
CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING STATEMENT OF SHAREHOLDERS' EQUITY
As of December 31, 2002
(Thousands)
|
|
|
|
|
|
|
Other Subsidiaries (filed confidentially) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2001 |
$ 2,999,566 |
$ (3,662,962) |
$ 467,108 |
$ 294,523 |
$ 64,110 |
$ 837,526 |
$ 4,999,260 |
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|
|
|
|
|
|
|
|
|
Common stock |
(1) |
(100,000) |
|
|
|
|
99,999 |
|
Other paid-in capital |
934,617 |
(139,332) |
2,952 |
1,462 |
62 |
13,437 |
1,056,035 |
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Accumulated other |
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|
|
|
|
|
|
|
Retained earnings: |
|
|
|
|
|
|
|
|
Net income |
638,331 |
(663,969) |
93,522 |
62,631 |
14,449 |
185,835 |
945,864 |
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Dividends and other |
|
|
|
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|
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|
|
|
|
|
|
|
|
|
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Balance at December 31, 2002 |
$ 3,808,935 |
$ (3,718,261) |
$ 482,136 |
$ 309,881 |
$ 81,016 |
$ 847,005 |
$ 5,807,158 |
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Page 70
CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING STATEMENT OF OTHER COMPREHENSIVE INCOME
For the year ended December 31, 2002
(Thousands)
|
|
|
|
|
|
|
Other Subsidiaries (filed confidentially) |
|
|
|
|
|
|
|
|
|
|
Net income |
$638,331 |
$(663,969) |
$93,522 |
$62,631 |
$14,449 |
$185,835 |
$945,864 |
|
Other comprehensive income, net of tax: |
|
|
|
|
|
|
|
|
Net deferred gains (losses) on |
(381,317) |
382,250 |
20 |
1,141 |
12,040 |
17 |
(776,785) |
|
Unrealized gains (losses) on |
(696) |
696 |
|
|
|
|
(1,392) |
|
Minimum pension liability |
1,084 |
(1,097) |
300 |
367 |
67 |
363 |
1,084 |
|
Amounts reclassified to net income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized (gains) losses on |
(34) |
34 |
|
|
|
|
(68) |
|
Net losses on derivatives - |
2,180 |
71,161 |
(20) |
957 |
(1,152) |
(17) |
(68,748) |
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
(379,783) |
453,044 |
300 |
2,465 |
10,955 |
363 |
(846,909) |
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) |
$258,548 |
$(210,925) |
$93,822 |
$65,096 |
$25,404 |
$186,198 |
$ 98,955 |
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Page 71
Exhibits
SEC |
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A. |
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Dominion Resources, Inc. Annual Report on Form 10-K is hereby incorporated by reference (File No. 1-8489). |
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B. |
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A copy of the charter, as amended, and copy of the by-laws, as amended, of Dominion Resources, Inc. and each subsidiary company thereof, unless otherwise indicated on the list filed herewith, are incorporated by reference to previous filings with the Commission, as shown on such list. |
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C. |
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The indentures of Dominion Resources, Inc. are hereby incorporated by reference to previously filed material as indicated on the list filed herewith. |
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D. |
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Tax Allocation Agreement (Exhibit D, Form U5S for the year ended December 31, 2001, incorporated by reference). |
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Summary of Taxable Income and Allocation of Consolidated Tax Accrual (filed herewith on Form SE) |
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E. |
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Pursuant to Rule 16(c) under the Public Utility Holding Company Act of 1935, the annual reports of the Iroquois Gas Transmission System, L.P., Dauphin Island Gas Gathering Partners, Wilderness Chester Gas Processing, L.P, Wilderness Energy LC, and Wilderness Energy Services LP, for the year ended December 31, 2002, are filed herewith on Form SE |
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F. |
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Schedules supporting items of this report: |
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(1) |
ITEM 1-Schedule of Investments (filed confidentially pursuant to Rule 104) |
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(2) |
ITEM 4-Schedule of Acquisitions, Redemptions, or Retirements of Systems Securities (filed herewith) |
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(3) |
ITEM 5-Investment in Nonsystem Companies (filed herewith on Form SE) |
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(4) |
ITEM 6-Dominion Resources, Inc. 2003 Proxy Statement, dated March 24, 2003 is incorporated by reference. |
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(5) |
ITEM 10-Schedule of utility plant and related depreciation accounts, together with schedules of other property or investments (filed herewith on Form SE) |
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G. |
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Financial Data Schedules are no longer applicable. |
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H. |
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(1) |
Organization charts showing the relationship of the exempt wholesale generators in which the system holds and interest to other system companies, is filed confidentially pursuant to Rule 104. |
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(2) |
Organization chart showing the relationship of the foreign utility companies in which the system hold an interest to other system companies, are filed confidentially pursuant to Rule 104. |
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I. |
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Financial statements of exempt wholesale generators and foreign utility company are filed confidentially pursuant to Rule 104. |
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23. |
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Consents of Deloitte & Touche, LLP (filed herewith) |
SIGNATURE
The registrant has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935, such company being a registered holding company.
DOMINION RESOURCES, INC. |
(Registrant) |
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By: /s/ Steven A. Rogers |
Vice President and Controller |
May 1, 2003
Exhibit B
Charter and Bylaws
|
Commission Filing |
Dominion Resources, Inc. |
|
Articles of Incorporation as in effect August 9, 1999 |
Exhibit B-1, Form U5B |
Articles of Amendment, establishing Series A Preferred Stock, |
Exhibit 3.2, Form S-4, dated September 20, 2001, File No. 1-8489 |
Bylaws as in effect on October 20, 2000 |
Exhibit 3, Form 10-Q for the quarter ended September 30, 2000, File No. 1-8489 |
|
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CNG International Corporation |
|
Certificate of Incorporation, effective January 19, 1996 |
Exhibit B-12, Form U5B |
Bylaws, effective August 1, 1996 |
Exhibit B-12, Form U5B |
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Consolidated Natural Gas Company |
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Certificate of Incorporation, as amended, effective |
Exhibit B-10, Form U5B |
Bylaws, as amended, effective December 15, 2000 |
Exhibit B-1, Form U5S for the year ended December 31, 2000 |
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Dominion Capital, Inc. |
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Articles of Incorporation, as amended and restated, effective |
Exhibit B-2, Form U5B |
Bylaws, as amended, effective October 15, 1999 |
Exhibit B-2, Form U5B |
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Dominion Cove Point |
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Articles of Incorporation, dated August 13, 2002 |
Filed herewith |
Bylaws, effective August 13, 2002 |
Filed herewith |
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Dominion Energy, Inc. |
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Articles of Restatement, effective April 14, 1989 |
Exhibit B-3, Form U5B |
Bylaws, as amended, effective October 15, 1999 |
Exhibit B-3, Form U5B |
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Dominion Exploration & Production, Inc. |
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Certificate of Incorporation, as amended, April 12, 2000 |
Exhibit B-4, Form U5B |
Bylaws, as amended, effective January 1, 2002 |
(filed herewith) |
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Dominion Field Services, Inc. |
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Certificate of Incorporation, as amended April 1, 2000 |
Exhibit B-6, Form U5B |
Bylaws, as amended April 1, 2000 |
Exhibit B-6, Form U5B |
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Dominion Nuclear, Inc. |
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Certificate of Incorporation, effective August 3, 2000 |
(filed herewith) |
Certficate of Amendment, effective August 23, 2000 |
(filed herewith) |
Bylaws, as amended, effective August 23, 2000 |
(filed herewith) |
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Commission Filing |
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Dominion Oklahoma Texas Exploration & Production, Inc. |
|
Certificate of Incorporation, effective September 21, 2001 |
(filed herewith) |
Bylaws, effective September 21, 2001 |
(filed herewith) |
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Dominion Reserves, Inc. |
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Articles of Incorporation, effective November 1, 1988 |
(filed herewith) |
Bylaws, amended and restated effective December 15, 1997 |
(filed herewith) |
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Dominion Resources Services, Inc. |
|
Articles of Incorporation, as amended December 19, 2000 |
Exhibit B-4, Form U5S for the year ended December 31, 2000 |
Bylaws, as amended, effective December 31, 2000 |
Exhibit B-5 Form U5S for the year ended December 31, 2000, |
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Dominion Retail, Inc. |
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Certificate of Incorporation, as amended September 5, 2000 |
Exhibit B-6, Form U5S for the year ended December 31, 2000 |
Bylaws, as amended effective September 5, 2000 |
Exhibit B-7 Form U5S for the year ended December 31, 2000 |
Dominion Stateline, Inc. |
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Certificate of Incorporation, dated February 21, 2002 |
Filed herewith |
Bylaws, effective February 21, 2002 |
Filed herewith |
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Dominion Transmission, Inc. |
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Certificate of Incorporation, as amended, effective April 11, 2000 |
Exhibit B-5, Form U5B |
Bylaws, as amended, effective April 11, 2000 |
Exhibit B-5, Form U5B |
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DT Services, Inc. |
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Article of Incorporation, dated December 19, 2000 |
Filed herewith |
Bylaws, As Amended and Restated effective March 1, 2001 |
Filed herewith |
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Hope Gas, Inc. |
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Certificate of Incorporation, as amended, effective |
Exhibit B-15, Form U5B |
Bylaws, as amended, effective June 1, 1998 |
Exhibit B-15, Form U5B |
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The East Ohio Gas Company |
|
Articles of Incorporation, as amended, effective |
Exhibit B-14, Form U5B |
Regulations, as amended, effective September 15, 1999 |
Exhibit B-14, Form U5B |
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The Peoples Natural Gas Company |
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Articles of Incorporation, as amended, effective |
Exhibit B-16, Form U5BS |
Bylaws, as amended, effective September 15, 1999 |
(filed herewith) |
|
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Virginia Electric and Power Company |
|
Articles of Incorporation, as amended and restated, effective |
Exhibit 3.1, Form 10-K for the year ended December 31, 2002, File No. 1-2255. |
Bylaws, as amended, effective April 28, 2000 |
Exhibit 3, Form 10-Q for the period ended March 31, 2000, File No. 1-2255 |
DOMINION COVE POINT, INC.
ARTICLES OF INCORPORATION
ARTICLE I
NAME
1.1 The name of the Corporation is Dominion Cove Point, Inc. (hereinafter referred to as the "Company").
ARTICLE II
PURPOSE
2.1 The Company is organized to engage in any lawful business not required by the Virginia Stock Corporation Act to be stated in the Articles of Incorporation.
ARTICLE III
AUTHORIZED SHARES
3.1 Number and Designation. The aggregate number and designation of shares that the Company shall have authority to issue is 1,000 shares of Common Stock without par value.
3.2 Preemptive Rights. No holder of outstanding shares shall have any preemptive right with respect to (i) any shares of any class of the Company, whether now or hereafter authorized, (ii) any warrants, rights or options to purchase any such shares, or (iii) any obligations convertible into any such shares or into warrants, rights or options to purchase any such shares.
3.3 Voting; Distribution. The holders of the Common Shares shall have unlimited voting rights and are entitled to receive distributions, including dividends, when declared by the Board of Directors and the net assets of the Company upon the liquidation, dissolution or winding up of the affairs of the Company.
ARTICLE IV
REGISTERED OFFICE AND REGISTERED AGENT
4.1 The name of the Company's initial registered agent is Commonwealth Legal Services Corporation. The initial registered agent is a domestic corporation authorized to transact business in Virginia. The Company's initial registered office address, which is the business address of the initial registered agent, is 4701 Cox Road, Suite 301, Glen Allen, Virginia 23060-6802. The registered office is physically located in the county of Henrico.
ARTICLE V
LIMIT ON LIABILITY AND INDEMNIFICATION
5.1 Definitions. For purposes of this Article the following definitions shall apply:
(i) "Company" means the Company only and no predecessor entity or other legal entity;
(ii) "expenses" include counsel fees, expert witness fees, and costs of investigation, litigation and appeal, as well as any amounts expended in asserting a claim for indemnification;
(iii) "liability" means the obligation to pay a judgment, settlement, penalty, fine, or other such obligation, including, without limitation, any excise tax assessed with respect to an employee benefit plan;
(iv) "legal entity" means a corporation, partnership, joint venture, trust, employee benefit plan or other enterprise;
(v) "predecessor entity" means a legal entity the existence of which ceased upon its acquisition by the Company in a merger or otherwise; and
(vi) "proceeding" means any threatened, pending, or completed action, suit, proceeding or appeal whether civil, criminal, administrative or investigative and whether formal or informal.
5.2 Limit on Liability. In every instance in which the Virginia Stock Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of liability of directors or officers of a corporation to the corporation or its shareholders, the directors and officers of this Company shall not be liable to the Company or its shareholders.
5.3 Indemnification of Directors and Officers. The Company shall indemnify any individual who is, was or is threatened to be made a party to a proceeding (including a proceeding by or in the right of the Company) because such individual is or was a director or officer of the Company or because such individual is or was serving the Company, or any other legal entity in any capacity at the request of the Company while a director or officer of the Company, against all liabilities and reasonable expenses incurred in the proceeding except such liabilities and expenses as are incurred because of such individual's willful misconduct or knowing violation of the criminal law. Service as a director or officer of a legal entity controlled by the Company shall be deemed service at the request of the Company. The determination that indemnification under this Section 5.3 is permissible and the evaluation as to the reasonableness of expenses in a specific case shall be made, in the case of a director, as provided by law, and in the case of an officer, as provided in Section 5.4 of this Article; provided, however, that if a majority of the directors of the Company has changed after the date of the alleged conduct giving rise to a claim for indemnification, such determination and evaluation shall, at the option of the person claiming indemnification, be made by special legal counsel agreed upon by the Board of Directors and such person. Unless a determination has been made that indemnification is not permissible, the Company shall make advances and reimbursements for expenses incurred by a director or officer in a proceeding upon receipt of an undertaking from such director or officer to repay the same if it is ultimately determined that such director or officer is not entitled to indemnification. Such undertaking shall be an unlimited, unsecured general obligation of the director or officer and shall be accepted without reference to such director's or officer's ability to make repayment. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that a director or officer acted in such a manner as to make such director or officer ineligible for indemnification. The Company is authorized to contract in advance to indemnify and make advances and reimbursements for expenses to any of its directors or officers to the same extent provided in this Section 5.3.
5.4 Indemnification of Others. The Company may, to a lesser extent or to the same extent that it is required to provide indemnification and make advances and reimbursements for expenses to its directors and officers pursuant to Section 5.3, provide indemnification and make advances and reimbursements for expenses to its employees and agents, the directors, officers, employees and agents of its subsidiaries and predecessor entities, and any person serving any other legal entity in any capacity at the request of the Company, and may contract in advance to do so. The determination that indemnification under this Section 5.4 is permissible, the authorization of such indemnification and the evaluation as to the reasonableness of expenses in a specific case shall be made as authorized from time to time by general or specific action of the Board of Directors, which action may be taken before or after a claim for indemnification is made, or as otherwise provided by law. No person's rights under Sect ion 5.3 of this Article shall be limited by the provisions of this Section 5.4.
5.5 Miscellaneous. The rights of each person entitled to indemnification under this Article shall inure to the benefit of such person's heirs, executors and administrators. Special legal counsel selected to make determinations under this Article may be counsel for the Company. Indemnification pursuant to this Article shall not be exclusive of any other right of indemnification to which any person may be entitled, including indemnification pursuant to a valid contract, indemnification by legal entities other than the Company and indemnification under policies of insurance purchased and maintained by the Company or others. However, no person shall be entitled to indemnification by the Company to the extent such person is indemnified by another, including an insurer. The Company is authorized to purchase and maintain insurance against any liability it may have under this Article or to protect any of the persons named above against any liability arising from their service to the Company or any o ther legal entity at the request of the Company regardless of the Company's power to indemnify against such liability. The provisions of this Article shall not be deemed to preclude the Company from entering into contracts otherwise permitted by law with any individuals or legal entities, including those named above. If any provision of this Article or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity shall not affect other provisions or applications of this Article, and to this end the provisions of this Article are severable.
5.6 Amendments. No amendment, modification or repeal of this Article shall diminish the rights provided hereunder to any person arising from conduct or events occurring before the adoption of such amendment, modification or repeal.
ARTICLE VI
DIRECTORS
6.1 The number of directors of the Company may be fixed by the bylaws.
6.2 The number of directors constituting the initial board of directors is one, and the name and address of such person who is to serve as the initial director until the first annual meeting of the shareholders or until a successor is elected and qualified is:
NAME |
ADDRESS |
Thomas F. Farrell, II |
120 Tredegar Street |
Dated: August 13, 2002 |
By: /s/ E. J. Marks, III |
DOMINION COVE POINT, INC.
BYLAWS
DOMINION COVE POINT, INC.
A Virginia Corporation
BYLAWS
ARTICLE I
MEETINGS OF SHAREHOLDERS
1.1 Place and Time of Meetings
. Meetings of shareholders shall be held at such place, either within or without the Commonwealth of Virginia, and at such time as may be provided in the notice of the meeting and approved by the Chairman of the Board of Directors (the "Chairman"), the President or the Board of Directors.1.2 Presiding Officer; Secretary. The Chairman shall preside over all meetings of the shareholders. If he or she is not present, or if there is none in office, the President or a Vice President shall preside, or, if none be present, a Chairman shall be elected by the meeting. The Secretary of the Company shall act as secretary of all the meetings, if present. If he or she is not present, the Chairman shall appoint a secretary of the meeting.
1.3 Annual Meeting. The annual meeting of shareholders shall be held on the first Monday in June of each year or on such date as may be designated by resolution of the Board of Directors from time to time for the purpose of electing directors and conducting such other business as may properly come before the meeting.
1.4 Special Meetings. Special meetings of the shareholders may be called by the Chairman, the President or the Board of Directors and shall be called by the Secretary upon demand of shareholders as required by law. Only business within the purpose or purposes described in the notice for a special meeting of shareholders may be conducted at the meeting.
1.5 Record Dates. The record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand that the meeting be held.
Except as is provided in the preceding paragraph the Board of Directors may fix, in advance, a record date to make a determination of shareholders for any purpose, such date to be not more than 70 days before the meeting or action requiring a determination of shareholders. If no such record date is set for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or for the determination of shareholders entitled to receive payment of a dividend, then the record date shall be the close of business on the day before the date on which the first notice is given or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be.
When a determination of shareholders entitled to notice of or to vote at any meeting of shareholders has been made, such determination shall be effective for any adjournment of the meeting unless the Board of Directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.
1.6 Notice of Meetings. Written notice stating the place, day and hour of each meeting of shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called shall be given not less than 10 nor more than 60 days before the date of the meeting (except when a different time is required in these Bylaws or by law) either personally or by mail, electronic mail, telecopy facsimile or other form of wire or wireless communication, or by private courier to each shareholder of record entitled to vote at such meeting and to such nonvoting shareholders as may be required by law. If mailed, such notice shall be deemed to be effective when deposited in first class United States mail with postage thereon prepaid and addressed to the shareholder at his or her address as it appears on the share transfer books of the Company. If given in any other manner, such notice shall be deemed to be effective (i) when given personally or by telephone, (ii) when sent by electronic mail, telecopy facsimile or other form of wire or wireless communication or (iii) when given to a private courier to be delivered.
If a meeting is adjourned to a different date, time or place, notice need not be given if the new date, time or place is announced at the meeting before adjournment. However, if a new record date for an adjourned meeting is fixed, notice of the adjourned meeting shall be given to shareholders as of the new record date unless a court provides otherwise.
1.7 Waiver of Notice; Attendance at Meeting. A shareholder may waive any notice required by law, the Articles of Incorporation or these Bylaws before or after the date and time of the meeting that is the subject of such notice. The waiver shall be in writing or reproduced from an electronic transmission, be signed by the shareholder entitled to the notice and be delivered to the Secretary for inclusion in the minutes or filing with the corporate records.
A shareholder's attendance at a meeting (i) waives objection to lack of notice or defective notice of the meeting unless the shareholder, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting and (ii) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice unless the shareholder objects to considering the matter when it is presented.
1.8 Quorum and Voting Requirements. Unless otherwise required by law, a majority of the votes entitled to be cast on a matter constitutes a quorum for action on that matter. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or shall be set for that adjourned meeting. If a quorum exists, action on a matter, other than the election of directors, is approved if the votes cast favoring the action exceed the votes cast opposing the action unless a greater or different number of affirmative votes is required by law or the Articles of Incorporation or these Bylaws. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. Less than a quorum may adjourn a meeting.
1.9 Action Without Meeting. Action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting and without action by the Board of Directors if the action is taken by all the shareholders entitled to vote on the action. The action shall be evidenced by one or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action and delivered to the Secretary for inclusion in the minutes or filing with the corporate records. The form of written consent may include an electronic transmission. Action taken by unanimous consent shall be effective according to its terms when all consents are in the possession of the Company unless the consent specifies a different effective date, in which event the action taken shall be effective as of the date specified therein provided that the consent states the date of execution by each shareholder. A shareholder may withdraw a consent only by delivering a written notice of withdrawal to the Company prior to the time that all consents are in the possession of the Company.
If not otherwise fixed pursuant to the provisions of Section 1.5, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent described in the preceding paragraph.
1.10 Inspectors of Election. The Chairman of the meeting may appoint one or more inspectors of election to determine the qualifications of voters, the validity of proxies and the results of ballots.
ARTICLE II
DIRECTORS
2.1 General Powers. The Company shall have a Board of Directors. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Company managed under the direction of, its Board of Directors, subject to any limitation set forth in the Articles of Incorporation, and so far as this delegation of authority is not inconsistent with the laws of the Commonwealth of Virginia, with the Articles of Incorporation or with these Bylaws.
2.2 Number, Term and Election. The number of directors of the Company may be fixed or changed from time to time by resolution of the Board of Directors but shall not be less than one (1) nor more than ten (10) directors. A decrease in the number of directors shall not shorten the term of any incumbent director. Each director shall hold office until his or her death, resignation, retirement or removal or until his or her successor is elected.
2.3 Removal; Vacancies. The shareholders may remove one or more directors, with or without cause, if the number of votes cast for such removal constitutes a majority of the votes entitled to be cast at an election of directors.
A director may be removed by the shareholders only at a meeting called for the purpose of removing him or her and the meeting notice must state that the purpose, or one of the purposes of the meeting, is removal of the director.
A vacancy on the Board of Directors, including a vacancy resulting from the removal of a director or an increase in the number of directors, may be filled by (i) the shareholders, (ii) the Board of Directors or (iii) the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors and may, in the case of a resignation that will become effective at a specified later date, be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.
2.4 Annual and Regular Meetings. An annual meeting of the Board of Directors, which shall be considered a regular meeting, shall be held immediately following each annual meeting of shareholders for the purpose of electing officers and carrying on such other business as may properly come before the meeting. The Board of Directors may also adopt a schedule of additional meetings which shall be considered regular meetings. Regular meetings shall be held at such times and at such places, within or without the Commonwealth of Virginia, as the Chairman, the President or the Board of Directors shall designate from time to time. If no place is designated, regular meetings shall be held at the principal office of the Company.
2.5 Special Meetings. Special meetings of the Board of Directors may be called by the Chairman, the President or a majority of the directors of the Company and shall be held at such times and at such places, within or without the Commonwealth of Virginia, as the person or persons calling the meetings shall designate. If no such place is designated in the notice of a meeting, it shall be held at the principal office of the Company.
2.6 Notice of Meetings. No notice need be given of regular meetings of the Board of Directors.
Notices of special meetings of the Board of Directors shall be given to each director in person or delivered to his or her residence or business address (or such other place as he may have directed in writing) not less than twenty-four (24) hours before the meeting by mail, electronic mail, messenger, telecopy facsimile or other means of written communication or by telephoning such notice to him or her. Any such notice shall be given by the Secretary, the directors or the officer calling the meeting and shall set forth the time and place of the meeting and state the purpose for which it is called.
2.7 Waiver of Notice; Attendance at Meeting. A director may waive any notice required by law, the Articles of Incorporation or these Bylaws before or after the date and time stated in the notice and such waiver shall be equivalent to the giving of such notice. Except as provided in the next paragraph of this section, the waiver shall be in writing or reproduced from an electronic transmission, signed by the director entitled to the notice and filed with the minutes or corporate records.
A director's attendance at or participation in a meeting waives any required notice to him or her of the meeting unless the director, at the beginning of the meeting or promptly upon his or her arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
2.8 Quorum; Voting. A majority of the number of directors fixed in accordance with these Bylaws shall constitute a quorum for the transaction of business at a meeting of the Board of Directors. If a quorum is present when a vote is taken, the affirmative vote of a majority of the directors present is the act of the Board of Directors except as otherwise provided by law, the Articles of Incorporation or these Bylaws. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless (i) he or she objects, at the beginning of the meeting or promptly upon his or her arrival, to holding it or transacting specified business at the meeting or (ii) he or she votes against or abstains from the action taken.
2.9 Telephonic Meetings. The Board of Directors may permit any or all directors to participate in a regular or special meeting by or conduct the meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
2.10 Action Without Meeting. Action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if the action is taken by all members of the Board. The action shall be evidenced by one or more written consents stating the action taken, signed by each director either before or after the action is taken and included in the minutes or filed with the corporate records. The form of written consent may include an electronic transmission. Action taken under this section shall be effective when the last director signs the consent unless the consent specifies a different effective date, in which event the action taken is effective as of the date specified therein, provided the consent states the date of execution by each director.
2.11 Compensation. The Board of Directors may fix the compensation of directors and may provide for the payment of all expenses incurred by them in attending meetings of the Board of Directors.
ARTICLE III
OFFICERS
3.1 Officers. The officers of the Company shall be a President and a Secretary and, in the discretion of the Board of Directors, a Chairman of the Board of Directors, one or more Vice-Presidents, a Treasurer and such other officers as may be deemed necessary or advisable to carry on the business of the Company. Any two or more offices may be held by the same person unless otherwise required by law. The Board of Directors may designate the Chief Executive Officer.
3.2 Election; Term. Officers shall be elected at the annual meeting of the Board of Directors and may be elected at such other time or times as the Board of Directors shall determine. They shall hold office, unless removed, until the next annual meeting of the Board of Directors or until their successors are elected. Any officer may resign at any time upon written notice to the Board of Directors and such resignation shall be effective when notice is delivered unless the notice specifies a later effective date. Vacancies among the officers shall be filled by a vote of the Board of Directors.
3.3 Removal of Officers. The Board of Directors may remove any officer at any time, with or without cause.
3.4 Duties of Officers. The President and the other officers shall have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be delegated to them from time to time by the Board of Directors. The President and each Vice President shall have authority to sign certificates for shares of stock, bonds, deeds and all manner of contracts necessary, expedient in or incident to the conduct of the Company's business and to delegate such authority in accordance with the Company's policies and procedures, in such manner as may be approved by the President.
ARTICLE IV
SHARE CERTIFICATES
4.1 Entitlement. Every shareholder shall be entitled to a certificate or certificates for shares of record owned by him or her in such form as may be prescribed by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary.
4.2 Authorization to Issue. Notwithstanding the foregoing, the Board of Directors may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. Within a reasonable time after the issue or transfer of shares without certificates, the Company shall send the shareholder a written statement of the information required on certificates by the Virginia Stock Corporation Act or other applicable law.
4.3 Transfer of Shares. Shares may be transferred by delivery of the certificate accompanied either by an assignment in writing on the back of the certificate or by a written power of attorney to sell, assign and transfer the same on the books of the Company, signed by the person appearing from the certificate to be the owner of the shares represented thereby, and shall be transferable on the books of the Company upon surrender thereof so assigned or endorsed. The person registered on the books of the Company as the owner of any shares shall be entitled exclusively, as the owner of such shares, to receive dividends and to vote in respect thereof.
ARTICLE V
MISCELLANEOUS PROVISIONS
5.1 Voting of Shares Held. Unless the Board of Directors shall otherwise provide, the Chairman of the Board of Directors, the President, any Vice President, or the Secretary may from time to time appoint one or more attorneys-in-fact or agents of the Company, in the name and on behalf of the Company, to cast the votes that the Company may be entitled to cast as a shareholder or otherwise in any other corporation, any of whose stock or securities of which may be held by the Company, at the meeting of the holders of any such other corporation, or to consent in writing to any action by any such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of the Company such written proxies, consents, waivers of other instruments as he or she may deem necessary or proper; or either the Chairman of the Board of Directors, the President or the Secretary may himself or herself attend any meeting of the shareholders of any such other corporation and thereat vote or exercise any or all other powers of the Company as the shareholder of such other corporation.
5.2 Corporate Seal. In the discretion of the officers, the Company may have a corporate seal. If created, the corporate seal of the Company shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word "Seal" and the name of the Company.
5.3 Fiscal Year. The fiscal year of the Company shall be determined in the discretion of the Board of Directors, but in the absence of any such determination it shall be the calendar year.
5.4 Amendments. These Bylaws may be amended or repealed, and new Bylaws may be made at any regular or special meeting of the Board of Directors. Bylaws made by the Board of Directors may be repealed or changed and new Bylaws may be made by the shareholders, and the shareholders may prescribe that any Bylaw made by them shall not be altered, amended or repealed by the Board of Directors.
DOMINION STATE LINE, INC.
CERTIFICATE OF INCORPORATION
ARTICLE I
NAME
The name of the corporation is Dominion State Line, Inc. (hereinafter referred to as the "Corporation").
ARTICLE II
PURPOSE
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
ARTICLE III
AUTHORIZED SHARES
The total number of shares of stock that the Corporation shall have authority to issue is 1,000. All such shares are to be Common Stock, no par value per share, and are to be of one class.
ARTICLE IV
REGISTERED OFFICE AND REGISTERED AGENT
The address of the Corporation's registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, County of New Castle, Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.
ARTICLE V
INCORPORATOR
The incorporator of the Corporation is E. J. Marks, III, whose mailing address is c/o Dominion, 625 Liberty Avenue, 18th Floor, Pittsburgh, PA 15222.
ARTICLE VI
BYLAWS
In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the Corporation is expressly authorized to make, alter and repeal the bylaws of the Corporation, subject to the power of the stockholders of the Corporation to alter or repeal any bylaws whether adopted by them or otherwise.
ARTICLE VII
LIMIT ON LIABILITY
No director of this corporation shall be liable to the corporation or its stockholders for monetary damages for breach or breaches of fiduciary duties as a director, provided that the provisions of this article shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction for which the director derived an improper personal benefit. Any amendment, modification or repeal of this Article VII shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.
ARTICLE VIII
DIRECTORS
The powers of the incorporator are to terminate upon the filing of this Certificate of Incorporation. The name and mailing address of the person who is to serve as the initial director of the Corporation until the first annual meeting of stockholders of the Corporation, or until his successor is elected and qualified, is:
NAME |
ADDRESS |
Thomas F. Farrell, II |
120 Tredegar Street |
Unless and except to the extent that the bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot. The number of directors shall be fixed in the bylaws.
IN WITNESS WHEREOF, the undersigned incorporator hereby acknowledges that, the foregoing Certificate of Incorporation is his act and deed on this 21st day of February 2002.
/s/ E. J. Marks, III |
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DT SERVICES, INC.
ARTICLES OF INCORPORATION
ARTICLE I
NAME
1.1 The name of the corporation is DT Services, Inc. (hereinafter referred to as the "Company").
ARTICLE II
PURPOSE
2.1 The Company is organized to engage in any lawful business not required by the Virginia Stock Corporation Act to be stated in the Articles of Incorporation.
ARTICLE III
AUTHORIZED SHARES
3.1 Number and Designation. The aggregate number and designation of shares that the Company shall have authority to issue is 7,000,000 shares of Common Stock without par value.
3.2 Preemptive Rights. No holder of outstanding shares shall have any preemptive right with respect to (i) any shares of any class of the Company, whether now or hereafter authorized, (ii) any warrants, rights or options to purchase any such shares, or (iii) any obligations convertible into any such shares or into warrants, rights or options to purchase any such shares.
3.3 Voting; Distribution. The holders of the Common Shares shall have unlimited voting rights and are entitled to receive distributions, including dividends, when declared by the Board of Directors and the net assets of the Company upon the liquidation, dissolution or winding up of the affairs of the Company.
ARTICLE IV
REGISTERED OFFICE AND REGISTERED AGENT
4.1
The name of the corporation's initial registered agent is Commonwealth Legal Services Corporation. The initial registered agent is a professional corporation registered under Section 54.1-3902, Code of Virginia. The corporation's initial registered office address, which is the business address of the initial registered agent, is 4701 Cox Road, Suite 301, Glen Allen, Virginia 23060-6802. The registered office is physically located in the county of Henrico.ARTICLE V
LIMIT ON LIABILITY AND INDEMNIFICATION
5.1 Definitions. For purposes of this Article the following definitions shall apply:
(i) "Company" means this Corporation only and no predecessor entity or other legal entity;
(ii) "expenses" include counsel fees, expert witness fees, and costs of investigation, litigation and appeal, as well as any amounts expended in asserting a claim for indemnification;
(iii) "liability" means the obligation to pay a judgment, settlement, penalty, fine, or other such obligation, including, without limitation, any excise tax assessed with respect to an employee benefit plan;
(iv) "legal entity" means a corporation, partnership, joint venture, trust, employee benefit plan or other enterprise;
(v) "predecessor entity" means a legal entity the existence of which ceased upon its acquisition by the Company in a merger or otherwise; and
(vi) "proceeding" means any threatened, pending, or completed action, suit, proceeding or appeal whether civil, criminal, administrative or investigative and whether formal or informal.
5.2 Limit on Liability. In every instance in which the Virginia Stock Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of liability of directors or officers of a corporation to the corporation or its shareholders, the directors and officers of this Company shall not be liable to the Company or its shareholders.
5.3 Indemnification of Directors and Officers. The Company shall indemnify any individual who is, was or is threatened to be made a party to a proceeding (including a proceeding by or in the right of the Company) because such individual is or was a director or officer of the Company or because such individual is or was serving the Company, or any other legal entity in any capacity at the request of the Company while a director or officer of the Company, against all liabilities and reasonable expenses incurred in the proceeding except such liabilities and expenses as are incurred because of such individual's willful misconduct or knowing violation of the criminal law. Service as a director or officer of a legal entity controlled by the Company shall be deemed service at the request of the Company. The determination that indemnification under this Section 5.3 is permissible and the evaluation as to the reasonableness of expenses in a specific case shall be made, in the case of a director, as provided by law, and in the case of an officer, as provided in Section 5.4 of this Article; provided, however, that if a majority of the directors of the Company has changed after the date of the alleged conduct giving rise to a claim for indemnification, such determination and evaluation shall, at the option of the person claiming indemnification, be made by special legal counsel agreed upon by the Board of Directors and such person. Unless a determination has been made that indemnification is not permissible, the Company shall make advances and reimbursements for expenses incurred by a director or officer in a proceeding upon receipt of an undertaking from such director or officer to repay the same if it is ultimately determined that such director or officer is not entitled to indemnification. Such undertaking shall be an unlimited, unsecured general obligation of the director or officer and shall be accepted without reference to such director's or officer's ability to make repayment. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that a director or officer acted in such a manner as to make such director or officer ineligible for indemnification. The Company is authorized to contract in advance to indemnify and make advances and reimbursements for expenses to any of its directors or officers to the same extent provided in this Section 5.3.
5.4 Indemnification of Others. The Company may, to a lesser extent or to the same extent that it is required to provide indemnification and make advances and reimbursements for expenses to its directors and officers pursuant to Section 5.3, provide indemnification and make advances and reimbursements for expenses to its employees and agents, the directors, officers, employees and agents of its subsidiaries and predecessor entities, and any person serving any other legal entity in any capacity at the request of the Company, and may contract in advance to do so. The determination that indemnification under this Section 5.4 is permissible, the authorization of such indemnification and the evaluation as to the reasonableness of expenses in a specific case shall be made as authorized from time to time by general or specific action of the Board of Directors, which action may be taken before or after a claim for indemnification is made, or as otherwise provided by law. No person's rights under Sect ion 5.3 of this Article shall be limited by the provisions of this Section 5.4.
5.5 Miscellaneous. The rights of each person entitled to indemnification under this Article shall inure to the benefit of such person's heirs, executors and administrators. Special legal counsel selected to make determinations under this Article may be counsel for the Company. Indemnification pursuant to this Article shall not be exclusive of any other right of indemnification to which any person may be entitled, including indemnification pursuant to a valid contract, indemnification by legal entities other than the Company and indemnification under policies of insurance purchased and maintained by the Company or others. However, no person shall be entitled to indemnification by the Company to the extent such person is indemnified by another, including an insurer. The Company is authorized to purchase and maintain insurance against any liability it may have under this Article or to protect any of the persons named above against any liability arising from their service to the Company or any o ther legal entity at the request of the Company regardless of the Company's power to indemnify against such liability. The provisions of this Article shall not be deemed to preclude the Company from entering into contracts otherwise permitted by law with any individuals or legal entities, including those named above. If any provision of this Article or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity shall not affect other provisions or applications of this Article, and to this end the provisions of this Article are severable.
5.6 Amendments. No amendment, modification or repeal of this Article shall diminish the rights provided hereunder to any person arising from conduct or events occurring before the adoption of such amendment, modification or repeal.
ARTICLE VI
DIRECTORS
6.1 The number of directors of the Company may be fixed by the bylaws.
6.2 The number of directors constituting the initial board of directors is one, and the name and address of such person who is to serve as the initial director until the first annual meeting of the shareholders or until a successor is elected and qualified is:
NAME |
ADDRESS |
Edgar M. Roach, Jr. |
625 Liberty Avenue, 22nd Floor |
Dated: December 19, 2000 |
By: /s/ Mark O. WebbI |
|
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DT SERVICES, INC.
BYLAWS
As Amended and Restated effective March 1, 2001
DT SERVICES, INC.
A Virginia Corporation
AMENDED AND RESTATED BYLAWS
ARTICLE I
MEETINGS OF SHAREHOLDERS
1.1 Place and Time of Meetings. Meetings of shareholders shall be held at such place, either within or without the Commonwealth of Virginia, and at such time as may be provided in the notice of the meeting and approved by the Chairman of the Board of Directors (the "Chairman"), the President or the Board of Directors.
1.2 Presiding Officer; Secretary. The Chairman shall preside over all meetings of the shareholders. If he or she is not present, or if there is none in office, the President or a Vice President shall preside, or, if none be present, a Chairman shall be elected by the meeting. The Secretary of the Company shall act as secretary of all the meetings, if present. If he or she is not present, the Chairman shall appoint a secretary of the meeting.
1.3 Annual Meeting. The annual meeting of shareholders shall be held on the third Tuesday in May of each year or on such date as may be designated by resolution of the Board of Directors from time to time for the purpose of electing directors and conducting such other business as may properly come before the meeting.
1.4 Special Meetings. Special meetings of the shareholders may be called by the Chairman, the President or the Board of Directors and shall be called by the Secretary upon demand of shareholders as required by law. Only business within the purpose or purposes described in the notice for a special meeting of shareholders may be conducted at the meeting.
1.5 Record Dates. The record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand that the meeting be held.
Except as is provided in the preceding paragraph the Board of Directors may fix, in advance, a record date to make a determination of shareholders for any purpose, such date to be not more than 70 days before the meeting or action requiring a determination of shareholders. If no such record date is set for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or for the determination of shareholders entitled to receive payment of a dividend, then the record date shall be the close of business on the day before the date on which the first notice is given or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be.
When a determination of shareholders entitled to notice of or to vote at any meeting of shareholders has been made, such determination shall be effective for any adjournment of the meeting unless the Board of Directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.
1.6 Notice of Meetings. Written notice stating the place, day and hour of each meeting of shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called shall be given not less than 10 nor more than 60 days before the date of the meeting (except when a different time is required in these Bylaws or by law) either personally or by mail, electronic mail, telecopy facsimile or other form of wire or wireless communication, or by private courier to each shareholder of record entitled to vote at such meeting and to such nonvoting shareholders as may be required by law. If mailed, such notice shall be deemed to be effective when deposited in first class United States mail with postage thereon prepaid and addressed to the shareholder at his or her address as it appears on the share transfer books of the Company. If given in any other manner, such notice shall be deemed to be effective (i) when given personally or by telephone, (ii) when sent by electro nic mail, telecopy facsimile or other form of wire or wireless communication or (iii) when given to a private courier to be delivered.
If a meeting is adjourned to a different date, time or place, notice need not be given if the new date, time or place is announced at the meeting before adjournment. However, if a new record date for an adjourned meeting is fixed, notice of the adjourned meeting shall be given to shareholders as of the new record date unless a court provides otherwise.
1.7 Waiver of Notice; Attendance at Meeting. A shareholder may waive any notice required by law, the Articles of Incorporation or these Bylaws before or after the date and time of the meeting that is the subject of such notice. The waiver shall be in writing or reproduced from an electronic transmission, be signed by the shareholder entitled to the notice and be delivered to the Secretary for inclusion in the minutes or filing with the corporate records.
A shareholder's attendance at a meeting (i) waives objection to lack of notice or defective notice of the meeting unless the shareholder, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting and (ii) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice unless the shareholder objects to considering the matter when it is presented.
1.8 Quorum and Voting Requirements. Unless otherwise required by law, a majority of the votes entitled to be cast on a matter constitutes a quorum for action on that matter. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or shall be set for that adjourned meeting. If a quorum exists, action on a matter, other than the election of directors, is approved if the votes cast favoring the action exceed the votes cast opposing the action unless a greater or different number of affirmative votes is required by law or the Articles of Incorporation or these Bylaws. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. Less than a quorum may adjourn a meeting.
1.9 Action Without Meeting. Action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting and without action by the Board of Directors if the action is taken by all the shareholders entitled to vote on the action. The action shall be evidenced by one or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action and delivered to the Secretary for inclusion in the minutes or filing with the corporate records. The form of written consent may include an electronic transmission. Action taken by unanimous consent shall be effective according to its terms when all consents are in the possession of the Company unless the consent specifies a different effective date, in which event the action taken shall be effective as of the date specified therein provided that the consent states the date of execution by each shareholder. A shareholder may withdraw a consent only by delivering a written notice of withdrawal to the Company prior to the time that all consents are in the possession of the Company.
If not otherwise fixed pursuant to the provisions of Section 1.5, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent described in the preceding paragraph.
1.10 Inspectors of Election. The Chairman of the meeting may appoint one or more inspectors of election to determine the qualifications of voters, the validity of proxies and the results of ballots.
ARTICLE II
DIRECTORS
2.1 General Powers. The Company shall have a Board of Directors. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Company managed under the direction of, its Board of Directors, subject to any limitation set forth in the Articles of Incorporation, and so far as this delegation of authority is not inconsistent with the laws of the Commonwealth of Virginia, with the Articles of Incorporation or with these Bylaws.
2.2 Number, Term and Election. The number of directors of the Company may be fixed or changed from time to time by resolution of the Board of Directors but shall not be less than one (1) nor more than ten (10) directors. A decrease in the number of directors shall not shorten the term of any incumbent director. Each director shall hold office until his or her death, resignation, retirement or removal or until his or her successor is elected.
2.3 Removal; Vacancies. The shareholders may remove one or more directors, with or without cause, if the number of votes cast for such removal constitutes a majority of the votes entitled to be cast at an election of directors.
A director may be removed by the shareholders only at a meeting called for the purpose of removing him or her and the meeting notice must state that the purpose, or one of the purposes of the meeting, is removal of the director.
A vacancy on the Board of Directors, including a vacancy resulting from the removal of a director or an increase in the number of directors, may be filled by (i) the shareholders, (ii) the Board of Directors or (iii) the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors and may, in the case of a resignation that will become effective at a specified later date, be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.
2.4 Annual and Regular Meetings. An annual meeting of the Board of Directors, which shall be considered a regular meeting, shall be held immediately following each annual meeting of shareholders for the purpose of electing officers and carrying on such other business as may properly come before the meeting. The Board of Directors may also adopt a schedule of additional meetings which shall be considered regular meetings. Regular meetings shall be held at such times and at such places, within or without the Commonwealth of Virginia, as the Chairman, the President or the Board of Directors shall designate from time to time. If no place is designated, regular meetings shall be held at the principal office of the Company.
2.5 Special Meetings. Special meetings of the Board of Directors may be called by the Chairman, the President or a majority of the directors of the Company and shall be held at such times and at such places, within or without the Commonwealth of Virginia, as the person or persons calling the meetings shall designate. If no such place is designated in the notice of a meeting, it shall be held at the principal office of the Company.
2.6 Notice of Meetings. No notice need be given of regular meetings of the Board of Directors.
Notices of special meetings of the Board of Directors shall be given to each director in person or delivered to his or her residence or business address (or such other place as he may have directed in writing) not less than twenty-four (24) hours before the meeting by mail, electronic mail, messenger, telecopy facsimile or other means of written communication or by telephoning such notice to him or her. Any such notice shall be given by the Secretary, the directors or the officer calling the meeting and shall set forth the time and place of the meeting and state the purpose for which it is called.
2.7 Waiver of Notice; Attendance at Meeting. A director may waive any notice required by law, the Articles of Incorporation or these Bylaws before or after the date and time stated in the notice and such waiver shall be equivalent to the giving of such notice. Except as provided in the next paragraph of this section, the waiver shall be in writing or reproduced from an electronic transmission, signed by the director entitled to the notice and filed with the minutes or corporate records.
A director's attendance at or participation in a meeting waives any required notice to him or her of the meeting unless the director, at the beginning of the meeting or promptly upon his or her arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
2.8 Quorum; Voting. A majority of the number of directors fixed in accordance with these Bylaws shall constitute a quorum for the transaction of business at a meeting of the Board of Directors. If a quorum is present when a vote is taken, the affirmative vote of a majority of the directors present is the act of the Board of Directors except as otherwise provided by law, the Articles of Incorporation or these Bylaws. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless (i) he or she objects, at the beginning of the meeting or promptly upon his or her arrival, to holding it or transacting specified business at the meeting or (ii) he or she votes against or abstains from the action taken.
2.9 Telephonic Meetings. The Board of Directors may permit any or all directors to participate in a regular or special meeting by or conduct the meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
2.10 Action Without Meeting. Action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if the action is taken by all members of the Board. The action shall be evidenced by one or more written consents stating the action taken, signed by each director either before or after the action is taken and included in the minutes or filed with the corporate records. The form of written consent may include an electronic transmission. Action taken under this section shall be effective when the last director signs the consent unless the consent specifies a different effective date, in which event the action taken is effective as of the date specified therein, provided the consent states the date of execution by each director.
2.11 Compensation. The Board of Directors may fix the compensation of directors and may provide for the payment of all expenses incurred by them in attending meetings of the Board of Directors.
ARTICLE III
OFFICERS
3.1 Officers. The officers of the Company shall be a President and a Secretary and, in the discretion of the Board of Directors, a Chairman of the Board of Directors, one or more Vice-Presidents, a Treasurer and such other officers as may be deemed necessary or advisable to carry on the business of the Company. Any two or more offices may be held by the same person unless otherwise required by law. The Board of Directors may designate the Chief Executive Officer.
3.2 Election; Term. Officers shall be elected at the annual meeting of the Board of Directors and may be elected at such other time or times as the Board of Directors shall determine. They shall hold office, unless removed, until the next annual meeting of the Board of Directors or until their successors are elected. Any officer may resign at any time upon written notice to the Board of Directors and such resignation shall be effective when notice is delivered unless the notice specifies a later effective date. Vacancies among the officers shall be filled by a vote of the Board of Directors.
3.3 Removal of Officers. The Board of Directors may remove any officer at any time, with or without cause.
3.4 Duties of Officers. The President and the other officers shall have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be delegated to them from time to time by the Board of Directors. The President and each Vice President shall have authority to sign certificates for shares of stock, bonds, deeds and all manner of contracts necessary, expedient in or incident to the conduct of the Company's business and to delegate such authority and in accordance with the Company's policies and procedures, in such manner as may be approved by the President.
ARTICLE IV
SHARE CERTIFICATES
4.1 Entitlement. Every shareholder shall be entitled to a certificate or certificates for shares of record owned by him or her in such form as may be prescribed by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary.
4.2 Authorization to Issue. Notwithstanding the foregoing, the Board of Directors may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. Within a reasonable time after the issue or transfer of shares without certificates, the Company shall send the shareholder a written statement of the information required on certificates by the Virginia Stock Corporation Act or other applicable law.
4.3 Transfer of Shares. Shares may be transferred by delivery of the certificate accompanied either by an assignment in writing on the back of the certificate or by a written power of attorney to sell, assign and transfer the same on the books of the Company, signed by the person appearing from the certificate to be the owner of the shares represented thereby, and shall be transferable on the books of the Company upon surrender thereof so assigned or endorsed. The person registered on the books of the Company as the owner of any shares shall be entitled exclusively, as the owner of such shares, to receive dividends and to vote in respect thereof.
ARTICLE V
MISCELLANEOUS PROVISIONS
5.1 Voting of Shares Held. Unless the Board of Directors shall otherwise provide, the Chairman of the Board of Directors, the President, any Vice President, or the Secretary may from time to time appoint one or more attorneys-in-fact or agents of the Company, in the name and on behalf of the Company, to cast the votes that the Company may be entitled to cast as a shareholder or otherwise in any other corporation, any of whose stock or securities of which may be held by the Company, at the meeting of the holders of any such other corporation, or to consent in writing to any action by any such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of the Company such written proxies, consents, waivers of other instruments as he or she may deem necessary or proper; or either the Chairman of the Board of Directors, the President or the Secretary may himself or herself attend any meeting of the shareholders of any such other corporation and thereat vote or exercise any or all other powers of the Company as the shareholder of such other corporation.
5.2 Corporate Seal. In the discretion of the officers, the Company may have a corporate seal. If created, the corporate seal of the Company shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word "Seal" and the name of the Company.
5.3 Fiscal Year. The fiscal year of the Company shall be determined in the discretion of the Board of Directors, but in the absence of any such determination it shall be the calendar year.
5.4 Amendments. These Bylaws may be amended or repealed, and new Bylaws may be made at any regular or special meeting of the Board of Directors. Bylaws made by the Board of Directors may be repealed or changed and new Bylaws may be made by the shareholders, and the shareholders may prescribe that any Bylaw made by them shall not be altered, amended or repealed by the Board of Directors.
ARTICLE VI
PURPOSE AND LIMITATIONS
6.1 Limited Purpose. The Company's business and purpose shall consist solely of the following:
6.2 Limitations on Corporate Actions. The Company shall not, without the unanimous consent of its Board of Directors, do any of the following:
In addition to the foregoing, so long as any obligation pursuant to the Participation Agreement remains outstanding and not discharged in full, the Company shall not, without the written consent of the holder of the Senior Notes, take any action set forth in items (a) through (g) and items (i) and (j).
6.3 Separateness/Operations Matters.
6.4 Effectiveness of Amendment. This Article VI shall remain in effect for so long as the obligations of Dominion Fiber Ventures, LLC, a Delaware limited liability company, pursuant to and as described in that certain Participation Agreement dated March 16, 2001 among Dominion Resources, Inc., the Company, Dominion Telecom, Inc., Piedmont Share Trust, Monument Overfund Trust, Wilmington Trust Company and Bank One, National Association (the "Participation Agreement") shall remain outstanding. In addition, notwithstanding any other provisions contained in the provisions of these Bylaws other than the provisions of this Article, the provisions of this Article shall supercede all existing provisions to the contrary. Terms used herein which are not otherwise defined shall have the same meaning as provided in the Participation Agreement.
EXHIBIT C
The Indentures, Supplemental Indentures and Securities Resolutions between the Registrant and applicable subsidiaries and its debenture
Dominion Resources, Inc. |
Indenture, Junior Subordinated Debentures, dated December 1, 1997, between Dominion Resources, Inc. and JP Morgan Chase Bank (formerly The Chase Manhattan Bank) as supplemented by a First Supplemental Indenture, dated December 1, 1997 (Exhibit 4.1 and Exhibit 4.2 to Form S-4 Registration Statement, File No. 333-50653, as filed on April 21, 1998, incorporated by reference); Second and Third Supplemental Indentures, dated January 1, 2001, (Exhibits 4.6 and 4.13, Form 8-K, dated January 9, 2001, incorporated by reference). |
Senior Indenture, dated June 1, 2000, between Dominion Resources, Inc. and JP Morgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee (Exhibit 4 (iii), Form S-3, Registration Statement, File No. 333-93187, incorporated by reference); First Supplemental Indenture, dated June 1, 2000 (Exhibit 4.2, Form 8-K, dated June 21, 2000, File No. 1-8489, incorporated by reference); Second Supplemental Indenture, dated July 1, 2000 (Exhibit 4.2, Form 8-K, dated July 11, 2000, File No. 1-8489, incorporated by reference); Third Supplemental Indenture, dated July 1, 2000 (Exhibit 4.3, Form 8-K dated July 11, 2000, incorporated by reference); Fourth Supplemental Indenture and Fifth Supplemental Indenture dated September 1, 2000 (Exhibit 4.2, Form 8-K, dated September 8, 2000, incorporated by reference); Sixth Supplemental Indenture, dated September 1, 2000 (Exhibit 4.3, Form 8-K, dated September 8, 2000, incorporated by reference); Seventh Supplemental Indenture, dated October 1, 200 0 (Exhibit 4.2, Form 8-K, dated October 11, 2000, incorporated by reference); Eighth Supplemental Indenture, dated January 1, 2001 (Exhibit 4.2, Form 8-K, dated January 23, 2001, incorporated by reference); Ninth Supplemental Indenture, dated May 1, 2001 (Exhibit 4.4, Form 8-K, dated May 25, 2001, incorporated by reference); Form of Tenth Supplemental Indenture (Exhibit 4.2, Form 8-K filed March 18, 2002, File No. 1-8489, incorporated by reference); Form of Eleventh Supplemental Indenture (Exhibit 4.2, Form 8-K filed June 25, 2002, File No. 1-8489, incorporated by reference.); Form of Twelfth Supplemental Indenture (Exhibit 4.2, Form 8-K filed September 11, 2002, File No. 1-8489, incorporated by reference); Thirteenth Supplemental Indenture dated September 16, 2002 (Exhibit 4.1, Form 8-K filed September 17, 2002, File No. 1-8489, incorporated by reference); Forms of Fifteenth and Sixteenth Supplemental Indentures (Exhibits 4.2 and 4.3 to Form 8-K filed December 12, 2002, File No. 1-8489, incorporated by refe rence); Forms of Seventeenth and Eighteenth Supplemental Indentures (Exhibits 4.2. and 4.3 to Form 8-K filed February 11, 2003, File No. 1-8489, incorporate by reference); Forms of Twentieth and Twenty-first Supplemental Indentures (Exhibits 4.2 and 4.3 to Form 8-K filed March 4, 2003, File No. 1-8489, incorporated by reference). |
|
Virginia Electric and Power Company |
Indenture of Mortgage of Virginia Electric and Power Company, dated November 1, 1935, as supplemented and modified by fifty-eight Supplemental Indentures (Exhibit 4(ii), Form 10-K for the fiscal year ended December 31, 1985, File No. 1-2255, incorporated by reference); Sixty-Seventh Supplemental Indenture (Exhibit 4(i), Form 8-K, dated April 2, 1991, File No. 1-2255, incorporated by reference); Seventieth Supplemental Indenture, (Exhibit 4(iii), Form 8-K, dated February 25, 1992, File No. 1-2255, incorporated by reference); Seventy-First Supplemental Indenture (Exhibit 4(i)) and Seventy-Second Supplemental Indenture, (Exhibit 4(ii), Form 8-K, dated July 7, 1992, File No. 1-2255, incorporated by reference); Seventy-Third Supplemental Indenture, (Exhibit 4(i), Form 8-K, dated August 6, 1992, File No. 1-2255, incorporated by reference); Seventy-Fourth Supplemental Indenture (Exhibit 4(i), Form 8-K, dated February 10, 1993, File No. 1-2255, incorporated by reference); Seventy-Fift h Supplemental Indenture, (Exhibit 4(i), Form 8-K, dated April 6, 1993, File No. 1-2255, incorporated by reference); Seventy-Sixth Supplemental Indenture, (Exhibit 4(i), Form 8-K, dated April 21, 1993, File No. 1-2255, incorporated by reference); Seventy-Seventh Supplemental Indenture, (Exhibit 4(i), Form 8-K, dated June 8, 1993, File No. 1-2255, incorporated by reference); Seventy-Eighth Supplemental Indenture, (Exhibit 4(i), Form 8-K, dated August 10, 1993, File No. 1-2255, incorporated by reference); Seventy-Ninth Supplemental Indenture, (Exhibit 4(i), Form 8-K, dated August 10, 1993, File No. 1-2255, incorporated by reference); Eightieth Supplemental Indenture, (Exhibit 4(i), Form 8-K, dated October 12, 1993, File No. 1-2255, incorporated by reference); Eighty-First Supplemental Indenture, (Exhibit 4(iii), Form 10-K for the fiscal year ended December 31, 1993, File No. 1-2255, incorporated by reference); Eighty-Second Supplemental Indenture, (Exhibit 4(i), Form 8-K, dated January 18, 1994, File No. 1-225 5, incorporated by reference); Eighty-Third Supplemental Indenture (Exhibit 4(i), Form 8-K, dated October 19, 1994, File No. 1-2255, incorporated by reference); Eighty-Fourth Supplemental Indenture (Exhibit 4(i), Form 8-K, dated March 23, 1995, File No. 1-2255, incorporated by reference); and Eighty-Fifth Supplemental Indenture (Exhibit 4(i), Form 8-K, dated February 20, 1997, File No. 1-2255, incorporated by reference). |
Indenture, dated as of June 1, 1986, between Virginia Electric and Power Company and JP Morgan Chase Bank (formerly The Chase Manhattan Bank and Chemical Bank) (Exhibit 4(v), Form 10-K for the fiscal year ended December 31, 1993, File No. 1-2255, incorporated by reference). |
Subordinated Note Indenture, dated as of August 1, 1995 between Virginia Electric and Power Company and JP Morgan Chase Bank (formerly The Chase Manhattan Bank and Chemical Bank), as Trustee (Exhibit 4(a), Form S-3 Registration Statement File No. 333-20561 as filed on January 28, 1997, incorporated by reference), Form of Second Supplemental Indenture (Exhibit 4.6, Form 8-K filed August 20, 2002, No. 1-2255, incorporated by reference). |
Form of Senior Indenture, dated as of June 1, 1998, between Virginia Electric and Power Company and JP Morgan Chase Bank (formerly The Chase Manhattan Bank) as supplemented by the First Supplemental Indenture (Exhibit 4.2, Form 8-K, dated June 12, 1998, File No. 1-2255, incorporated by reference); Second Supplemental Indenture (Exhibit 4.2, Form 8-K, dated June 3, 1999, File No.1-2255, incorporated by reference); Third Supplemental Indenture (Exhibit 4.2, Form 8-K, dated October 27, 1999, File No. 1-2255, incorporated by reference); Form of Fourth Supplemental Indenture (Exhibit 4.2, Form 8-K, dated March 22, 2001, File No. 1-2255, incorporated by reference); and Form of Fifth Supplemental Indenture (Exhibit 4.3, Form 8-K, dated March 22, 2001, File No. 1-2255, incorporated by reference); Form of Sixth Supplemental Indenture (Exhibit 4.2, Form 8-K, dated January 24, 2002, incorporated by reference); Seventh Supplemental Indenture dated September 1, 2002 (Exhibit 4.4, Form 8-K filed September 11, 2002, File No. 1-2255, incorporated by reference). |
Indenture, dated April 1, 1988, between Virginia Electric and Power Company and JP Morgan Chase Bank (formerly The Chase Manhattan Bank and Chemical Bank), as supplemented and modified by a First Supplemental Indenture, dated August 1, 1989, (Exhibit 4(vi), Form 10-K for the fiscal year ended December 31, 1993, File No. 1-2255, incorporated by reference); Second Supplemental Indenture, dated May 1, 1999 (Exhibit 4.2, Form S-3, File No. 333-7615, as filed on April 13, 1999, incorporated by reference). |
Consolidated Natural Gas Company |
Indenture, dated as of May 1, 1971, between Consolidated Natural Gas Company and JP Morgan Chase Bank (formerly The Chase Manhattan Bank and Manufacturers Hanover Trust Company) (Exhibit (5) to Certificate of Notification at Commission File No. 70-5012, incorporated by reference); Fifteenth Supplemental Indenture dated as of October 1, 1989 (Exhibit (5) to Certificate of Notification at Commission File No. 70-7651, incorporated by reference); Seventeenth Supplemental Indenture dated as of August 1, 1993 (Exhibit (4) to Certificate of Notification at Commission File No. 70-8167, incorporated by reference); Eighteenth Supplemental Indenture dated as of December 1, 1993 (Exhibit (4) to Certificate of Notification at Commission File No. 70-8167, incorporated by reference); Nineteenth Supplemental Indenture dated as of January 28, 2000 (Exhibit (4A)(iii), Form 10-K for the fiscal year ended December 31, 1999, File No. 1-3196, incorporated by reference); Twentieth Supplemental Inden ture dated as of March 19, 2001 (Exhibit 4(viii), Form 10-K for the fiscal year ended December 31, 2000, File No. 1-8489, incorporated by reference). |
Indenture, dated as of April 1, 1995, between Consolidated Natural Gas Company and The Bank of New York (as successor trustee to United States Trust Company of New York) (Exhibit (4) to Certificate of Notification at Commission File No. 70-8107); First Supplemental Indenture dated January 28, 2000 (Exhibit (4 A)(ii), Form 10-K for the fiscal year ended December 31, 1999, File No. 1-3196, incorporated by reference); Securities Resolution No. 1 effective as of April 12, 1995 (Exhibit 2 to Form 8-A filed April 21, 1995 under File No. 1-3196 and relating to the 7 3/8% Debentures Due April 1, 2005); Securities Resolution No. 2 effective as of October 16, 1996 (Exhibit 2 to Form 8-A filed October 18, 1996 under file No. 1-3196 and relating to the 6 7/8% Debentures Due October 15, 2006); Securit ies Resolution No. 3 effective as of December 10, 1996 (Exhibit 2 to Form 8-A filed December 12, 1996 under file No. 1-3196 and relating to the 6 5/8% Debentures Due December 1, 2008); Securities Resolution No. 4 effective as of December 9, 1997 (Exhibit 2 to Form 8-A filed December 12, 1997 under file No. 1-3196 and relating to the 6.80% Debentures Due December 15, 2027); Securities Resolution No. 5 effective as of October 20, 1998 (Exhibit 2 to Form 8-A filed October 22, 1998 under file No. 1-3196 and relating to the 6% Debentures Due October 15, 2010); Securities Resolution No. 6 effective as of September 21, 1999 (Exhibit 4A(iv), Form 10-K for the fiscal year ended December 31, 1999, File No. 1-3196, and relating to the 7 1/4% Notes Due October 1, 2004). |
Indenture, dated April 1, 2001, between Consolidated Natural Gas Company and Bank One Trust Company, National Association (Exhibit 4.1, Form S-3 File No. 333-52602, as filed on December 22, 2000, incorporated by reference); as supplemented by the Form of First Supplemental Indenture, dated April 1, 2001 (Exhibit 4.2, Form 8-K, File dated April 12, 2001, File No. 1-3196 incorporated by reference); Second Supplemental Indenture, dated October 25, 2001 (Exhibit 4.1, Form 8-K, dated October 23, 2001, File No. 1-3196, incorporated by reference); Third Supplemental Indenture, dated October 25, 2001 (Exhibit 4.3, Form 8-K, dated October 23, 2001, File No. 1-3196, incorporated by reference); Fourth Supplemental Indenture, dated May 1, 2002 (Exhibit 4.4, Form 8-K, dated May 22, 2002, Form 1-3196, incorporated by reference). |
Form of Indenture for Junior Subordinated Debentures, dated October 1, 2001, between Consolidated Natural Gas Company and Bank One Trust Company, National Association (Exhibit 4.2, Form S-3 Registration No. 333-52602, as filed on December 22, 2000, incorporated by reference); as supplemented by the First Supplemental Indenture, dated October 23, 2001 (Exhibit 4.7, Form 8-K, dated October 16, 2001, File No. 1-3196, incorporated by reference). |
Dominion Oklahoma Texas Exploration and Production, Inc. |
Indenture, dated as of June 15, 1994, between Louis Dreyfus Natural Gas Corp., Dominion Oklahoma Texas Exploration and Production, Inc. and The Bank of New York (as successor trustee to Bank of Montreal Trust Company) (Exhibit 4.12, Form 10-K for the fiscal year ended December 31, 2001, File No. 1-8489); as supplemented by the First Supplemental Indenture, dated as of November 1, 2001(Exhibit 4.7, Form 10-Q for the quarter ended September 30, 2001, incorporated by reference). |
Indenture, dated as of December 11, 1997, between Louis Dreyfus Natural Gas Corp., Dominion Oklahoma Texas Exploration & Production, Inc., and La Salle Bank National Association (formerly LaSalle National Bank) (Exhibit 4.13, Form 10-K for the fiscal year ended December 31, 2001, File No. 1-8489); as supplemented by the First Supplemental Indenture, dated as of November 1, 2001 (Exhibit 4.9, Form 10-Q for the quarter ended September 30, 2001, incorporated by reference). |
Exhibit F-2
ITEM 4 - SCHEDULE OF ACQUISITIONS, REDEMPTIONS
OR RETIREMENTS OF SYSTEM SECURITIES
Calendar Year 2002
(Thousands of Dollars)
|
|
|
|
|
Commission Authorization |
||
|
|
|
|
|
|
|
|
Dominion |
|
|
|
|
|
||
Senior Notes: (note 3) |
|
|
|
|
|
||
|
Remarketable senior notes, Series D, 7.4%, Due 2012 |
|
|
|
|
|
|
|
Remarketable senior notes, Series F, variable, Due 2012 |
|
|
|
|
|
|
|
|
$450,000 |
|
$450,000 |
|
||
Notes payable to affiliates |
|
|
|
|
|
||
Demand Notes to affiliate |
|
|
$178,102 |
$178,102 |
Rule 42 |
||
Affiliate note due 2005 |
|
|
48,666 |
48,666 |
Rule 42 |
||
|
|
|
$226,768 |
$226,768 |
|
||
|
|
|
|
|
|
||
Common stock |
|
$66,000 |
|
$66,000 |
Rule 42 |
||
|
|
|
|
|
|
||
Dominion Capital |
|
|
|
|
|
||
Term loan due 2002 |
|
|
$675,000 |
$675,000 |
Rule 42 |
||
|
|
|
|
|
|
||
Dominion Exploration Canada Ltd. |
|
|
|
|
|
||
Revolving line of credit |
|
$93,666 |
|
$93,666 |
Rule 42 |
||
|
|
|
|
|
|
||
DOTEPI |
|
|
|
|
|
||
9.25% Senior Subordinated Notes due 2004 |
|
|
|
|
|
||
|
|
|
|
|
|
||
Dominion E&P |
|
|
|
|
|
||
Non-negotiable note: |
|
|
|
|
|
||
|
8.95% due September 30, 2002 |
|
|
$4,450 |
$4,450 |
Rule 42 |
|
|
|
|
|
|
|
|
|
Dominion East Ohio |
|
|
|
|
|
||
Non-negotiable notes: |
|
|
|
|
|
||
|
7.40% due November 30, 2002 |
|
|
$1,750 |
$1,750 |
Rule 42 |
|
|
9.5% due November 30, 2002 |
|
|
690 |
690 |
Rule 42 |
|
|
|
|
|
|
$2,440 |
$2,440 |
|
Dominion Hope |
|
|
|
|
|
||
Non-negotiable notes: |
|
|
|
|
|
||
|
7.40% due November 30, 2002 |
|
|
$250 |
$250 |
Rule 42 |
|
|
9.5% due November 30, 2002 |
|
|
224 |
224 |
Rule 42 |
|
|
|
|
|
|
$474 |
$474 |
|
Dominion Peoples |
|
|
|
|
|
||
Non-negotiable notes: |
|
|
|
|
|
||
|
7.40% due November 30, 2002 |
|
|
$750 |
$750 |
Rule 42 |
|
|
9.5% due November 30, 2002 |
|
|
511 |
511 |
Rule 42 |
|
|
|
|
|
|
$1,261 |
$1,261 |
|
Dominion Transmission |
|
|
|
|
|
||
Non-negotiable notes: |
|
|
|
|
|
||
|
7.40% due November 30, 2002 |
|
|
$3,750 |
$3,750 |
Rule 42 |
|
|
9.5% due November 30, 2002 |
|
|
2,077 |
2,077 |
Rule 42 |
|
|
|
|
|
|
$5,827 |
$5,827 |
|
ITEM 4 - SCHEDULE OF ACQUISITIONS, REDEMPTIONS
OR RETIREMENTS OF SYSTEM SECURITIES
Calendar Year 2002
(Thousands of Dollars)
|
|
(note 1) |
|
|
Commission Authorization |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elwood Energy, LLC |
|
|
|
|
|
||
2001 Senior secured bonds 8.159% due 2002 |
|
|
$8,141 |
$8,141 |
Rule 42 |
||
|
|
|
|
|
|
||
Goodman Segar Hogan, Inc. |
|
|
|
|
|
||
9% fixed-rate note due 2002 |
|
|
$5 |
$5 |
Rule 42 |
||
|
|
|
|
|
|
|
|
Kincaid Generation, LLC |
|
|
|
|
|
||
Senior secured bonds 7.33% due 2002 |
|
|
$6,778 |
$6,778 |
Rule 42 |
||
|
|
|
|
|
|
|
|
Morgantown Energy Associates |
|
|
|
|
|
||
1992 Subordinated Debt 12.75% |
|
|
$1,555 |
$1,555 |
Rule 42 |
||
1990 Bonds, Series A 5.05%, |
|
|
$3,510 |
$3,510 |
Rule 42 |
||
|
|
|
|
|
|
|
|
Virginia Power |
|
|
|
|
|
||
Medium Term Notes: |
|
|
|
|
|
||
|
Medium term notes, Series E |
|
|
$60,000 |
$60,000 |
Rule 42 |
|
|
Medium term notes, Series F |
|
|
20,000 |
20,000 |
Rule 42 |
|
|
Medium term notes, Series G |
|
|
200,000 |
200,000 |
Rule 42 |
|
|
|
|
|
|
$280,000 |
$280,000 |
|
|
|
|
|
|
|
||
First and Refunding Bonds: (note 4) |
|
|
|
|
|
||
|
1997 First and Refunding Bonds, Series A, 6 3/4%, Due 2007 |
|
|
|
|
|
|
|
1992 First and Refunding Bonds, Series E, 7 3/8%, Due 2002 |
|
|
|
|
|
|
|
1993 First and Refunding Bonds, Series F, 6%, Due 2002 |
|
|
|
|
|
|
|
|
|
|
$200,000 |
$255,000 |
$455,000 |
|
|
|
|
|
|
|
||
Junior subordinated notes, 8.05%, Due 2025 |
|
|
|
|
|
||
|
|
|
|
|
|
||
Preferred stock: |
|
|
|
|
|
||
|
Money market preferred stock, October 1988, $100 par |
|
|
|
|
|
|
|
Money market preferred stock, June 1989, $100 par |
|
|
|
|
|
|
|
Money market preferred stock, September 1992 Series A, $100 par |
|
|
|
|
|
|
|
Money market preferred stock, September 1992 Series B, $100 par |
|
|
|
|
|
|
|
|
|
|
$250,000 |
|
$250,000 |
|
|
|
|
|
|
|
|
|
ITEM 4 - SCHEDULE OF ACQUISITIONS, REDEMPTIONS
OR RETIREMENTS OF SYSTEM SECURITIES
Calendar Year 2002
(Thousands of Dollars)
|
|
|
|
|
Commission Authorization |
||
|
|
|
|
|
|
|
|
Virginia Power Capital Trust I |
|
|
|
|
|
||
Trust preferred securities, 8.05%, Due 2025 |
|
|
|
|
|
||
Common securities |
|
4,175 |
|
4,175 |
Rule 42 |
||
|
|
|
|
$139,175 |
|
$139,175 |
|
|
|
|
|
|
|
|
|
Notes to Item 4:
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Annual Report of Dominion Resources, Inc. on Form U5S for the year ended December 31, 2002, filed pursuant to the Public Utility Holding Company Act of 1935, of our reports dated January 21, 2003 (February 19, 2003, as to the last two paragraphs of the Lease Commitments section of Note 27 and February 21, 2003, as to the last three paragraphs of Note 30, which reports expressed an unqualified opinion and included an explanatory paragraph as to changes in accounting principle for: goodwill and other intangible assets in 2002, derivative instruments and hedging activities in 2001, and the method of accounting used to develop the market-related value of pension plan assets in 2000), appearing in the Annual Report on Form 10-K of Dominion Resources, Inc. for the year ended December 31, 2002.
/s/ DELOITTE & TOUCHE LLP
Richmond, Virginia
April 30, 2003
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Annual Report of Dominion Resources, Inc. on Form U5S, filed pursuant to the Public Utility Holding Company Act of 1935, of our reports on the consolidated financial statements of Virginia Electric and Power Company dated January 21, 2003 (which reports expressed an unqualified opinion and included an explanatory paragraph as to changes in accounting principle for derivative instruments and hedging activities in 2001 and the method of accounting used to develop the market-related value of pension plan assets in 2000), appearing in the Annual Report on Form 10-K of Virginia Electric and Power Company for the year ended December 31, 2002.
/s/ DELOITTE & TOUCHE LLP
Richmond, Virginia
April 30, 2003
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Annual Report of Dominion Resources, Inc. on Form U5S, filed pursuant to the Public Utility Holding Company Act of 1935, of our reports on the consolidated financial statements of Consolidated Natural Gas Company, dated January 21, 2003 (which reports expressed an unqualified opinion and included an explanatory paragraph as to changes in accounting principle for: goodwill and other intangible assets in 2002, derivative instruments and hedging activities in 2001, and the method of accounting used to develop the market-related value of pension plan assets in 2000), appearing in the Annual Report on Form 10-K of Consolidated Natural Gas Company for the year ended December 31, 2002.
/s/ DELOITTE & TOUCHE LLP
Richmond, Virginia
April 30, 2003