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Proc-Type: 2001,MIC-CLEAR
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UNITED STATES FORM U-9C-3 QUARTERLY REPORT PURSUANT TO RULE 58 OF For the Calendar Quarter Ended December 31, 2004 Dominion Resources, Inc.
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Consolidated Natural Gas Company
120 Tredegar Street
Richmond, Virginia 23219
(Address of principal executive offices)
Table of Contents
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Page |
Item 1. |
2 |
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Item 2. |
Issuances and Renewals of Securities and Capital Contributions |
3 |
Item 3. |
5 |
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Item 4. |
9 |
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Item 5. |
10 |
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Item 6. |
10 |
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Page 2
GLOSSARY:
Abbreviation |
Company Name |
CNG |
Consolidated Natural Gas Company |
Cove Point |
Dominion Cove Point, Inc. |
DAH |
Dominion Alliance Holdings, Inc. |
DEI |
Dominion Energy, Inc. |
DEMI |
Dominion Energy Marketing, Inc. |
DEPI |
Dominion Exploration & Production, Inc. |
DETC |
Dominion Energy Terminal Company, Inc. |
DNGS |
Dominion Natural Gas Storage, Inc. |
DOTEPI |
Dominion Oklahoma Texas Exploration & Production, Inc. |
DRI |
Dominion Resources, Inc. |
DRS |
Dominion Resources Services, Inc. |
DSH |
Dominion South Holdings I, Inc. |
DTECH |
Dominion Technical Solutions, Inc. |
DTI |
Dominion Transmission, Inc. |
Field Services |
Dominion Field Services, Inc. |
Greenbrier |
Dominion Greenbrier, Inc. |
Tioga |
Tioga Properties, Inc. |
Wagram |
Dominion Wagram, Inc. |
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ITEM 1 - ORGANIZATION CHART
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Omitted in the Fourth Quarter Pursuant to Instructions for Item 1.
Page 3
ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS (a) (b)
Company issuing security (Borrower) |
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|
|
|
Person to whom issued |
|
|
Cove Point |
Short Term Note |
$ 47,321,000 |
- |
- |
DRI |
- |
- |
Tioga |
Short Term Note |
118,000 |
- |
- |
DRI |
- |
- |
DTECH |
Short Term Note |
736,000 |
- |
- |
DRI |
- |
- |
DSH |
Short Term Note |
601,000 |
- |
- |
DRI |
- |
- |
Company |
Company |
|
|
DEI |
DEMI |
$3,594,567 capital contribution |
|
DEI |
Wagram |
$98,344 capital contribution |
|
CNG |
DOTEPI |
$15,461,800 capital contribution |
|
CNG |
Field Services |
$2,525,559 capital contribution |
|
CNG |
Dominion Iroquois, Inc. |
$438,639 capital contribution |
(a)
The chart reflects net advances made by Lenders to Borrowers during the fourth quarter of 2004. Advances are evidenced by book entries and were made pursuant to Rule 52. See also the Form U6B-2 filed as Exhibit B to the Dominion Resources, Inc. Rule 24 Certificate for the period ending December 31, 2004.
Page 4
ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS (continued)
(b)
All of the following DRI Money Pool activity occurred from October through December 2004 for the participating energy-related and gas-related companies included in this U-9C-3.DRI Money Pool
(In Thousands)
|
Beginning |
|
|
Ending |
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|
|
|
Field Services |
$40,183 |
$184,372 |
$205,358 |
$61,169 |
Dominion Iroquois, Inc. |
(1,655) |
26 |
8,469 |
6,788 |
Greenbrier |
(28,656) |
201 |
296 |
(28,561) |
DOTEPI |
(413,001) |
165,664 |
158,805 |
(419,860) |
DNGS |
(19,650) |
98 |
211 |
(19,537) |
DAH |
(6,764) |
33 |
185 |
(6,612) |
Additionally, as of December 31, 2004 there remained outstanding the following guarantees and letters of credit.
Guarantees
(In Thousands)
|
|
|
|
|
|
Field Services |
CNG |
$270,100 |
DOTEPI |
CNG |
259,000 |
DNGS |
CNG |
265 |
DEMI |
DRI |
674,050 |
DETC |
DRI |
26,560 |
Page 5
ITEM 3 - ASSOCIATE TRANSACTIONS
Part I - Transactions Performed by Reporting Companies on Behalf of Associate Companies (c)
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|
|
Direct |
Indirect |
|
Total |
DTECH |
Fairless Energy, LLC (d) |
Engineering Services |
$8,604 |
$2,711 |
-- |
$11,315 |
DTECH |
Kincaid Generation, LLC (e) |
Engineering Services |
$12,596 |
$3,828 |
-- |
$16,424 |
DTECH |
Pleasants Energy, LLC (f) |
Engineering Services |
$4,612 |
$1,474 |
-- |
$6,085 |
DEMI |
DEI (g) |
Study, Planning, Development, Acquisition & Operation of Generating Assets |
$20,051 |
-- |
-- |
$20,051 |
Field Services |
DTI (h) |
Rental fees |
$2,852,543 |
-- |
-- |
$2,852,543 |
Field Services |
DEPI (i) |
Fuel Management Services |
$41,506 |
-- |
-- |
$41,506 |
Field Services |
Dominion Appalachian Development Inc. (j) |
Fuel Management Services |
$11,222 |
-- |
-- |
$11,222 |
Dominion Cove Point LNG, LP |
DTI(k) |
Engineering & Legal Services |
$7,548 |
$9,610 |
-- |
$17,158 |
(c)
As per Rules 80 and 81, natural gas supply, storage or transportation capacity transactions are not reported hereunder. Services provided by or to 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.(d)
Services provided by DTECH to Dresden Energy, LLC and Dominion Equipment III, Inc. as agent for Fairless Energy, LLC are provided pursuant to service agreements dated August 1, 2002 in the form of Exhibits D and E respectively, to the DRI Form U-9C-3 filed for the third quarter of 2002.
Page 6
ITEM 3 - ASSOCIATE TRANSACTIONS (continued)
(e)
Services provided by DTECH to Kincaid Generation, LLC are provided pursuant to a service agreement dated April 1, 2004 in the form of Exhibit C to the DRI Form U-9C-3 filed for the third quarter of 2004.(f)
Services provided by DTECH to Pleasants Energy, LLC are provided pursuant to service agreements dated August 1, 2002 in the form of Exhibit B to the DRI Form U-9C-3 filed for the second quarter of 2003.(g)
Services provided by DEMI to DEI are provided pursuant to a service agreement dated April 1, 2004 in the form of Exhibit C, attached hereto.(h)
Services provided by Field Services to DTI are provided pursuant to a service agreement dated April 23, 2001 in the form of Exhibit A(e) to the CNG Form U-9C-3 filed for the second calendar quarter of 2002.(i)
Services provided at cost.(j)
Services provided by Field Services to Dominion Appalachian Development, Inc. are provided pursuant to a service agreement dated May 1, 2002 in the form of Exhibit A(g) to the CNG Form U-9C-3 filed for the second calendar quarter of 2002.(k)
Services provided by Dominion Cove Point LNG, LP to DTI are provided pursuant to service agreements dated January 1, 2004 in the form of Exhibit B to the DRI Form U-9C-3 filed for the first quarter of 2004.
Page 7
ITEM 3 - ASSOCIATE TRANSACTIONS (continued)
Part II - Transactions Performed by Associate Companies on Behalf of Reporting Companies (c)
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|
|
Direct |
Indirect |
|
Total |
The East Ohio Gas Company |
Field Services (l) |
Equipment Maintenance & Rebuild Services |
$36 |
$25 |
-- |
$61 |
DTI |
Field Services (m) |
Operations & Maintenance Services |
$104,012 |
$3,908 |
-- |
$107,920 |
DTI |
Dominion Cove Point LNG, LP (n) |
Engineering, Operations & Maintenance Services |
$1,130,633 |
$230,253 |
-- |
$1,360,886 |
DTI |
Tioga (o) |
Administration, Engineering, Operations, Accounting, Marketing & Storage Services |
$49,260 |
$7,403 |
-- |
$56,663 |
DTI |
DSH(p) |
Legal, Regulatory, Environmental, Accounting, Engineering & Pipeline Integrity |
$83,690 |
-- |
-- |
$83,690 |
DEPI |
DOTEPI (q) |
Operations & Maintenance of Gas Properties |
$8,824,412 |
-- |
-- |
$8,824,412 |
DEPI |
Stonewater Pipeline Company, LP (r) |
Operations & Maintenance of Gas Properties |
$49,582 |
-- |
-- |
$49,582 |
Virginia Power Energy Marketing, Inc. |
DETC (s) |
Business Operations Support |
$22,695 |
-- |
-- |
$22,695 |
(l)
Services provided by The East Ohio Gas Company to Field Services are provided pursuant to an agreement dated August 1, 2004 in the form of Exhibit D to the DRI Form U-9C-3 filed for the third calendar quarter of 2004.(m)
Services provided by DTI to Field Services are provided pursuant to agreements in the form of Exhibit A(i) to the CNG Form U-9C-3 filed for the second calendar quarter of 2002.(n)
Services provided by DTI to Dominion Cove Point LNG, LP are provided pursuant to a service agreement dated August 30, 2002 in the form of Exhibit A(m) to the CNG Form U-9C-3 filed for the third calendar quarter of 2002.
Page 8
ITEM 3 - ASSOCIATE TRANSACTIONS (continued)
(o)
Services provided by DTI to Tioga are provided pursuant to a service agreement dated July 1, 2002 in the form of Exhibit A(o) to the CNG Form U-9C-3 filed for the fourth calendar quarter of 2002.(p)
Services provided by DTI to DSH are provided pursuant to a service agreement dated June 1, 2004 in the form of Exhibit B, attached hereto.(q)
Services provided by DEPI to DOTEPI are provided pursuant to a Market Services Agreement dated November 1, 2001 in the form of Exhibit A(k) to the CNG Form U-9C-3 filed for the second calendar quarter of 2002.(r)
Services provided by DEPI to Stonewater Pipeline Company, LP are provided pursuant to a service agreement dated September 1, 2004 in the form of Exhibit B to the DRI Form U-9C-3 filed for the third calendar quarter of 2004.(s)
Services provided by Virginia Power Energy Marketing, Inc. to DETC are provided pursuant to a service agreement dated June 30, 2003 in the form of Exhibit D to the DRI Form U-9C-3 filed for the first calendar quarter of 2004.Page 9
ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
Investments in energy-related companies (in thousands):
Total consolidated capitalization of DRI as of December 31, 2004 |
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Total capitalization multiplied by 15% (Line 1 multiplied by 0.15) |
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Greater of $50 million or line 2 |
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$4,369,674 |
Line 3 |
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Total current aggregate investment: (categorized by major line of energy-related business) |
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Energy-related business by category |
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Category 2 |
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10 |
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Category 5 |
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2,571,364 |
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Category 6 |
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134 |
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Category 7 |
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10,058 |
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Category 8 |
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11 |
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Category 9 |
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26,561 |
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Total current aggregate investment (u) |
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2,608,138 |
Line 4 |
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Difference between the greater of $50 million or 15% of capitalization and the total aggregate investment of the registered holding system |
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$1,761,536 |
Line 5 |
Investments in gas-related companies (in thousands):
Total current aggregate investment: (categorized by major line of gas-related business) (v) |
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Gas exploration and production |
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2,677,604 |
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Gas sales and storage services |
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680,057 |
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Gas transportation |
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53,924 |
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$3,411,585 |
(t)
Includes short-term debt of $573,002.ITEM 5 - OTHER INVESTMENTS
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Other Investment in this |
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None.
Financial statements are not required for the fourth quarter report.
The certificate as to filing with interested state commissions is attached hereto as Exhibit A.
A copy of the service agreement dated June 1, 2004 between DTI and DSH is attached hereto as Exhibit B.
A copy of the service agreement dated April 1, 2004 between DEMI and DEI is attached hereto as Exhibit C.
Page 11
SIGNATURE
The undersigned registered holding companies have duly caused this quarterly report to be signed on their behalf by the undersigned attorney thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935.
DOMINION RESOURCES, INC. |
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By: /s/ James F. Stutts |
CONSOLIDATED NATURAL GAS COMPANY |
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By: /s/ James F. Stutts |
Dated: March 9, 2005
Page 12
Exhibit A
CERTIFICATE
The undersigned certifies that she is the duly designated and acting attorney of Dominion Resources, Inc., a Virginia corporation ("DRI") and Consolidated Natural Gas Company, a Delaware corporation ("CNG") and that:
The Combined Quarterly Report for DRI and CNG on Form U-9C-3 filed pursuant to Rule 58 for the quarter ended December 31, 2004 was filed with each state commission having jurisdiction over the retail rates of the public utility companies that are associate companies of any of the reporting companies.
The names and addresses of such state utility commissions are:
Utilities Department |
Executive Secretary |
Secretary |
Director, Public Utility Accounting |
Chief Clerk |
IN WITNESS WHEREOF, I have hereunto set my hand as of the 9th day of March 2005.
/s/ Sharon L. Burr Attorney for Dominion Resources, Inc. Consolidated Natural Gas Company |
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Exhibit B
June 1, 2004
Dominion South Pipeline Company, LP
120 Tredegar Street
Richmond, Virginia 23219
Gentlemen:
This Agreement is entered into by and between Dominion Transmission, Inc. ("Providing Company"), a Delaware corporation and Dominion South Pipeline Company, LP ("Receiving Company"), a Delaware limited partnership. Receiving Company has requested that Providing Company provide it with certain services which it may from time to time require in the conduct of its business. Providing Company has agreed to provide such services to Receiving Company, upon the terms and conditions hereinafter provided.
Accordingly, in consideration of the mutual promises herein contained, Providing Company and Receiving Company agree as follows:
The cost of rendering such services shall include: (1) a portion of the salaries and wages of employees of Providing Company determined according to the time devoted by such employees to the performance of services hereunder for Receiving Company; (2) the costs of such employees' benefits, payroll taxes and compensated absences attributable to salaries and wages directly billed, as determined in accordance with Providing Company policies and procedures in place from time to time, (3) all other out-of-pocket operating costs, including expenses for transportation, tolls and other expenses incurred by Providing Company or its employees in connection with the performance of services under this Agreement , (4) the actual costs of materials and supplies furnished by Providing Company in connection with the performance of services under this Agreement, and (5) administrative and general costs attributable to services performed under this Agreement (including reasonable amounts for general office maintenance and
depreciation, amortization, return and related taxes on Providing Company's general plant investment), determined in accordance with Providing Company's policies and procedures.
If you approve of this proposal, please indicate your acceptance by executing both copies hereof in the space provided and return one (1) fully executed copy to Providing Company.
Respectfully submitted, Dominion Transmission, Inc. |
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Accepted and Agreed to:
Dominion South Pipeline Company, LP
By: Dominion South Holdings, Inc.
its General Partner
By: /s/ Steven A. Rogers
Steven A. Rogers
Vice President
Exhibit C
April 1, 2004
Dominion Energy, Inc.
120 Tredegar Street
Richmond, VA 23219
Gentlemen:
This Agreement is entered into by and between Dominion Energy Marketing, Inc. ("Providing Company"), a Delaware corporation and Dominion Energy, Inc. ("Receiving Company"), a Virginia corporation. Receiving Company has requested that Providing Company provide it with certain services which it may from time to time require in the conduct of its business. Providing Company has agreed to provide such services to Receiving Company, upon the terms and conditions hereinafter provided.
Accordingly, in consideration of the mutual promises herein contained, Providing Company and Receiving Company agree as follows:
If you approve of this proposal, please indicate your acceptance by executing both copies hereof in the space provided and return one (1) fully executed copy to Providing Company.
Respectfully submitted, Dominion Energy Marketing, Inc. |
By: /s/ Joseph C. McCann |
Accepted and Agreed to:
Dominion Energy, Inc.
By: /s/ Lee D. Katz
Lee D. Katz
Controller
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