<SUBMISSION>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM U-9C-3

 

QUARTERLY REPORT PURSUANT TO RULE 58 OF
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

For the Calendar Quarter Ended March 31, 2003

 

Dominion Resources, Inc.
Consolidated Natural Gas Company
(Name of registered holding companies)

 

120 Tredegar Street
Richmond, Virginia 23219
(Address of principal executive offices)

 

 

 

 

Table of Contents

 

 

Page

Item 1.

Organization Chart

2

Item 2.

Issuances and Renewals of Securities and Capital Contributions

5

Item 3.

Associate Transactions

7

Item 4.

Summary of Aggregate Investment

9

Item 5.

Other Investments

10

Item 6.

Financial Statements and Exhibits

10

 

 

 

Page 2

ITEM 1 - ORGANIZATION CHART




Name of Reporting Company


Energy or
Gas Related
  Company  



Date of Organization



State of Incorporation

% of Voting Securities     Held     




     Nature of Business      

 

 

 

 

 

 

Dominion Resources, Inc. ("DRI")(a)

 

 

 

 

 

 

Dominion Alliance Holding, Inc. ("DAH")

Energy Related

11/2000

Delaware

100%

Held an investment in Bridgeco for the purpose of developing the infrastructure necessary to operate the Alliance regional transmission organization.

 

Dominion Energy Technologies, Inc. ("DETI")

Energy Related

4/2001

Virginia

100%

Holds venture investments in energy technology companies.

 

Dominion Metering Services, Inc. ("DMS")

Energy Related

12/2000

Virginia

100%

Provided contract meter reading services.

 

Dominion Ohio ES, Inc. ("DOES")

Energy Related

5/2001

Ohio

100%

Provides engineering, construction and other services.

Dominion Technical Solutions, Inc. ("DTECH")

Energy Related

8/2002

Virginia

100%

Provides engineering, construction and other services.

 

Page 3

ITEM 1 - ORGANIZATION CHART (CONTINUED)




Name of Reporting Company


Energy or
Gas Related
  Company  



Date of Organization



State of Incorporation

% of Voting Securities     Held     




     Nature of Business      

 

 

 

 

 

 

Dominion Resources, Inc. ("DRI") (a)

 

 

 

 

 

 

Dominion Energy, Inc. ("DEI") (a)

 

 

 

 

 

 

 

Dominion Energy Direct Sales, Inc. ("DEDS")

Energy Related

2/2000

Virginia

100%

Primarily engages in retail sales of electricity and gas to commercial and industrial users.

 

 

Dominion Energy Exchange, Inc. ("DEE")

Energy Related

9/2000

Virginia

100%

Owns an interest in EIP Holdings, LLC ("EIP") which owns 66.34% of TradeSpark, LP, an electronic and telephonic marketplace for transactions in natural gas, electricity and other fuels.(b)

 

 

Dominion Cleveland Thermal, Inc. ("DCT")

Energy Related

10/2000

Ohio

100%

Produces steam and chilled water for retail customers in the Cleveland, Ohio area.

Dominion Energy Marketing, Inc. ("DEMI")

Energy Related

9/2000

Delaware

100%

Engages in the sale of energy on a portfolio basis.

 

 

Dominion Wagram, Inc. ("Wagram")

Energy Related

4/2002

North Carolina

100%

Holds contracts pertaining to a steam plant facility in Wagram, NC that serves Westpoint Stevens.

 

 

 

Page 4

ITEM 1 - ORGANIZATION CHART (CONTINUED)




Name of Reporting Company


Energy or
Gas Related
  Company  



Date of Organization



State of Incorporation

% of Voting Securities     Held     




     Nature of Business      

 

 

 

 

 

 

Dominion Resources, Inc. ("DRI")(a)

 

 

 

 

 

 

Consolidated Natural Gas
Company ("CNG")(a)

 

 

 

 

 

Dominion Field Services, Inc. ("Field Services")

Gas Related

3/1977

Delaware

100%

Engages in activities involving Appalachian natural gas supply, including gathering and administration of supply contracts.

 

 

Dominion Iroquois, Inc(a)

 

 

 

 

 

 

 

 

Iroquois Gas Transmission System, L.P. ("Iroquois")

Gas Related

12/1989

Delaware Partnership

24.72%

Owns and operates an interstate natural gas pipeline that transports Canadian gas to utilities and power generators in New York and New England.

 

 

Dominion Greenbrier, Inc. ("Greenbrier")

Gas Related

11/2000

Virginia

100%

Owns 67% of Greenbrier Pipeline Company, LLC. (c)

 

 

Dominion Oklahoma Texas Exploration & Production, Inc. ("DOTEPI")

Gas Related

9/2001

Delaware

100%

Engages in natural gas and oil exploration and production.

 

 

Dominion Natural Gas Storage, Inc. ("DNGS")

Gas Related

11/2001

Delaware

100%

Owns gas storage facilities, a brine pipeline and a gas interconnect pipeline

 

 

Dominion Cove Point, Inc. ("Cove Point")

Gas Related

8/2002

Virginia

100%

Owns a liquefied natural gas import facility.

 

 

Dominion Transmission, Inc. ("DTI") (a)

 

 

 

 

 

Tioga Properties, LLC ("Tioga")

Gas Related

6/2002

Delaware

100%

Owns a developmental underground natural gas storage system.

 

(a) Directly or indirectly holds interests in energy-related or gas-related companies.

(b) DEE's voting rights in EIP cannot exceed 9.9% unless (i) its economic interest is less than 10% or (ii) it elects to increase its voting rights to equal its economic interest.

(c) Greenbrier Pipeline Company, LLC plans to develop, construct and own a pipeline to meet increased demand for natural gas in the Appalachian and Piedmont regions.

 

Page 5

ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS (d) (e) (f)

Company issuing security    (Borrower)   


Type of security     issued    


Principal amount of      security     



Issue or  renewal 



Cost of    capital   

Person to whom issued
  (Lender) 


Collateral given with    security   


Consideration received for  each security 

DEE

Short Term Advances

$ 2,399,000

-

-

DEI

-

-

DCT

Short Term Advances

$ 65,710

-

-

DEI

-

-

DTECH

Short Term Note

$ 209,000

-

-

DRI

-

-

Cove Point

Short Term Note

$27,803,000

-

-

CNG/DRI

-

-

Tioga

Short Term Note

$311,000

-

-

CNG/DRI

-

-

 

 

Company
Contributing
      Capital      

Company
Receiving
     Capital     


Type and Amount of
Capital Infusion

None.

 

(d) The chart reflects net advances made by Lenders to Borrowers during the first quarter of 2003. Advances are evidenced by book entries and were made pursuant to Rule 52. See also the DRI Form U-6B-2 filed for the first quarter of 2003.

(e) By order dated July 18, 1997 (HCAR No. 26742), Field Services and Dominion Iroquois, were authorized to participate in the CNG Money Pool. During the period January to February 2003, the following activity occurred in the CNG Money Pool.

CNG Money Pool
(In Thousands)


Company

Beginning
Balance


Withdrawals


Contributions

Ending
Balance

Field Services

$7,813

91,511

81,626

$(2,072)

Dominion Iroquois

4,709

14

14

4,709 

 

Page 6

ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS (continued)

 

(f) By order dated January 3, 2003 (HCAR No. 27634), the SEC authorized the formation of a consolidated DRI Money Pool and called for the termination of the existing CNG Money Pool. As a result, outstanding balances under the CNG Money Pool were invested in the DRI Money Pool on March 1, 2003. In addition, certain advances from Dominion to energy-related companies and certain advances from CNG to gas-related companies were converted to DRI Money Pool borrowings (see beginning balances). All of the following activity occurred during March 2003.

DRI Money Pool
(In Thousands)


Company

Beginning
Balance


Withdrawals


Contributions

Ending
Balance

 

 

 

 

 

Field Services

$(2,072)

$45,489

$56,766

$9,205 

Dominion Iroquois

4,709 

396

6

4,319 

Greenbrier

(16,535)

937

0

(17,448)

DOTEPI

(258,986)

42,014

35,159

(265,841)

DNGS

(17,156)

292

0

(17,448)

DAH

(9,034)

10

0

(9,044)

DMS

(198)

0

0

(198)

 

Additionally, as of March 31, 2003 there remained outstanding the following guarantees:

Guarantees
(In Thousands)


Company

Guarantor


Amount

 

 

 

Field Services

CNG

$160,600

DOTEPI

CNG

305,700

DEMI

DRI

301,000

Greenbrier

DRI

9,865

DNGS

DRI

265

Cove Point

DRI

589

 

 

 

 

Page 7

ITEM 3 - ASSOCIATE TRANSACTIONS

 

Part I - Transactions Performed by Reporting Companies on Behalf of Associate Companies (g)


Reporting Company     Rendering Service  


Associate Company   Receiving Service  

Types of Services   Rendered  

Direct
Costs
Charged

Indirect
Costs
Charged


Cost of Capital

Total
Amount
   Billed   

DOES

Dominion Equipment, Inc. (h)

Engineering Services

$11,340

0

0

$11,340

DTECH

Dresden Energy, LLC (i)

Engineering Services

$30,062

0

0

$30,062

DTECH

Fairless Energy, LLC (i)

Engineering Services

$155,225

0

0

$155,225

Field Services

Dominion Transmission, Inc. (j)

Sales of Extracted Products, & Rental fees

$4,491,732

0

0

$4,491,732

Field Services

Dominion Exploration & Production, Inc. (k)

Fuel Management Services

$62,119

0

0

$62,119

Field Services

Dominion Appalachian Development Properties, L.L.C.(l)

Fuel Management Services

$15,159

0

0

$15,159

(g) As per Rules 80 and 81, natural gas supply, storage or transportation capacity transactions are not reported hereunder. 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.

(h) Services provided by DOES to Dominion Equipment, Inc. are provided pursuant to service agreements dated June 1, 2001 in the form of Exhibit B to the DRI Form U-9C-3 filed for the fourth quarter of 2001.

(i) 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.

(j) 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.

(k) Services provided at cost.

(l) 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.

 

 

 

Page 8

ITEM 3 - ASSOCIATE TRANSACTIONS (continued)

Part II - Transactions Performed by Associate Companies on Behalf of Reporting Companies (g)


Associate Company   Rendering Service  


Reporting Company     Receiving Service  

Types of Services   Rendered  

Direct
Costs
Charged

Indirect
Costs
Charged


Cost of Capital

Total
Amount
   Billed   

Dominion Retail, Inc.

DEDS (m)

Administrative & Management Services

$ 729

0

0

$ 729

DTI

Greenbrier (n)

Administration, Engineering, Operations & Maintenance Services

$ 428,619

$16,479

0

$445,098

DTI

Field Services (o)

Operations & Maintenance Services

$198,736

$53,521

0

$252,257

DTI

DNGS (p)

Administration, Engineering, Operations & Maintenance Services

$19,853

$2,343

0

$22,197

DTI

Tioga (q)

Administration, Engineering, Operations, Accounting, Marketing & Storage Services

$90,827

$4,533

0

$95,360

DTI

Cove Point LNG Limited Partnership (r)

Engineering, Operations & Maintenance Services

$569,300

$152,800

0

$722,100

Dominion Exploration & Production, Inc.

DOTEPI (s)

Operations & Maintenance of Gas Properties

$11,085,775

0

0

$11,085,775

(m) Services provided by Dominion Retail, Inc. to DEDS are provided pursuant to service agreements dated June 1, 2002 in the form of Exhibit F to the DRI Form U-9C-3 filed for the third quarter of 2002.

(n) Amount represents 100% of the services provided by DTI to Greenbrier Pipeline Company, LLC which is owned 33% by a non-affiliated entity. Services provided by DTI to Greenbrier are provided pursuant to a service agreement dated January 1, 2001, in the form of Exhibit B to the CNG Form U-9C-3 filed for the first calendar quarter of 2001.

(o) 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.

(p) Services provided by DTI to DNGS are provided pursuant to a service agreement dated December 1, 2001 in the form of Exhibit A(l) to the CNG Form U-9C-3 filed for the third calendar quarter of 2002.

(q) A copy of the Service Agreement between DTI and Tioga Properties, LLC 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.

Page 9

(r) Services provided by DTI to Cove Point LNG Limited Partnership 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.

(s) Services provided by Dominion Exploration & Production, Inc. 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.

ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT

Investments in energy-related companies (in thousands):

Total consolidated capitalization of DRI as of March 31, 2003

 


$27,850,460(t)

 


Line 1

 

 

 

 

 

Total capitalization multiplied by 15% (Line 1 multiplied by 0.15)

 


4,177,569

 


Line 2

 

 

 

 

 

Greater of $50 million or line 2

 

 

$4,177,569

Line 3

 

 

 

 

 

Total current aggregate investment: (categorized by major line of energy-related business)

 

 

 

 

 

 

 

 

 

Energy-related business by category

 

 

 

 

 

 

 

 

 

Category 2

 

10

 

 

Category 5

 

301,537

 

 

Category 6

 

13,703

 

 

Category 7

 

   10,513

 

 

 

 

 

 

 

Total current aggregate investment (u)

 

 

325,763

Line 4

 

 

 

 

 

Difference between the greater of $50 million or 15% of capitalization and the total aggregate investment of the registered holding system
(line 3 less line 4)

 

 

3,851,806

Line 5

Investments in gas-related companies (in thousands):

Total current aggregate investment: (categorized by major line of gas-related business) (v)

 

 

 

 

Gas exploration and production

 

2,554,986

 

Gas sales and storage services

 

471,370

 

Gas transportation

 

51,586

                  

 

 

 

$3,077,942

 

(t) Includes short-term debt of $2,111.

(u) Includes guarantees of $301,000.

(v) Includes guarantees of $477,019.

Page 10

ITEM 5 - OTHER INVESTMENTS

 

Major Line of Energy-Related Business

Other Investment in Last U-9C-3 Report

Other Investment in this U-9C-3 Report

Reason for Difference in Other Investment

 

 

 

 

None.

 

ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS

A. Financial Statements

Balance sheets as of March 31, 2003 and income statements for the quarter ended March 31, 2003 for the following companies are filed under confidential treatment pursuant to Rule 104(b):

DEDS

DEE

DAH

DETI

DMS

DCT

DOES

Wagram

DTECH

DEMI

Field Services

Greenbrier

DOTEPI

DNGS

Cove Point

Tioga

 

 

B. Exhibits

The certificate as to filing with interested state commissions is attached hereto as Exhibit A.

 

 

 

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.

 

/s/ James F. Stutts          
By: James F. Stutts
Its Attorney

CONSOLIDATED NATURAL GAS COMPANY

 

/s/ James F. Stutts         
By: James F. Stutts
Its Attorney

 

May 29, 2003

 

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 March 31, 2003 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
Public Utility Commission of Ohio
180 Broad Street
Columbus, OH 43266-0573

Executive Secretary
West Virginia Public Service Commission
201 Brooks Street
Charleston, WV 25301

Secretary
Pennsylvania Public Utility Commission
North Office Building
Commonwealth Avenue and North Street
Harrisburg, PA 17101

General Counsel
Virginia State Corporation Commission
1300 East Main Street
10th Floor
Richmond, VA 23219

Chief Clerk
North Carolina Utilities Commission
4325 Mail Service Center
Raleigh, North Carolina 27699-4325

 

 

IN WITNESS WHEREOF, I have hereunto set my hand as of the 29th day of May, 2003.

        /s/ Sharon L. Burr            

Sharon L. Burr
Attorney for
Dominion Resources, Inc.
Consolidated Natural Gas Company