VIRGINIA POWER

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 11-K

(Mark One):

 

 

 

 

  X 

 

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 2003.

 

 

 

 

 

or

 

 

 

___

 

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from _________ to ________________.

 

 

 

Commission File Number 333-110332

A.

Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

 

DOMINION HOURLY EMPLOYEE SAVINGS PLAN

 

 

B.

Name of issuer of the securities held pursuant of the plan and the address of its principal executive office:


DOMINION RESOURCES, INC.
120 Tredegar Street
Richmond, VA 23219

 

DOMINION HOURLY EMPLOYEE SAVINGS PLAN

TABLE OF CONTENTS                                                                                                                                    

 

Page

 

 

Report of Independent Registered Public Accounting Firm

2

 

 

Financial Statements:

 

 

 

Statement of Net Assets Available for Benefits
as of December 31, 2003 and 2002


 3

 

 

Statement of Changes in Net Assets Available
for Benefits for the year ended December 31, 2003


4

 

 

Notes to Financial Statements

5 - 12

 

 

Supplemental Schedules as of and for the Year Ended December 31, 2003:

Form 5500, Schedule H, Item 4(i): Schedule of Assets (Held at Year End)

13

 

 

Form 5500, Schedule H, Item 4(j): Schedule of Reportable Transactions

14

 

 

 

Page 2

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Audit Committee and Organization, Compensation, and Nominating Committee of the
Board of Directors of Dominion Resources, Inc.

We have audited the accompanying statements of net assets available for benefits of the Dominion Hourly Employee Savings Plan (the "Plan") as of December 31, 2003 and 2002 and the related statement of changes in net assets available for benefits for the year ended December 31, 2003. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the generally accepted auditing standards as established by the Auditing Standards Board (United States) and in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respect, the net assets available for benefits of the Plan as of December 31, 2003 and 2002, and the changes in net assets available for benefits for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules listed in the Table of Contents are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. Such supplemental schedules have been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

/s/ Deloitte & Touche LLP

Richmond, Virginia
June 7, 2004

Page 3

DOMINION HOURLY EMPLOYEE SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS                                                    

December 31,
         2003       

December 31,
         2002       

Assets:

Investments

$207,951,837

$170,934,078

Receivables

119,302

5,391,716

Cash

                 ─

    7,925,969

Total Assets

208,071,139

184,251,763

Liabilities:

Payables for Investments Purchased

57,803

13,192,435

Administrative Expenses Payable

103,048

3,749

Other

           3,101

          10,232

Total Liabilities

       163,952

   13,206,416

NET ASSETS AVAILABLE FOR BENEFITS

$207,907,187

$171,045,347

 

 

The accompanying notes are an integral part of the financial statements.

Page 4

DOMINION HOURLY EMPLOYEE SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2003                                                                                                     

Additions:

Investment Income:

Dividends

$ 5,022,235

Interest

385,288

Net Appreciation in Fair Value of Investments

26,453,191

Income from Master Trust

    1,868,365

Total Investment Income

33,729,079

Contributions:

Participant

9,995,202

Participating Companies

    3,716,248

Total Additions

  47,440,529

Deductions:

Benefits Paid to Participants

9,032,590

Administrative Expenses

      322,680

Total Deductions

   9,355,270

NET INCREASE IN NET ASSETS BEFORE TRANSFER

38,085,259

NET TRANSFER OF PARTICIPANTS' ASSETS

FROM THE PLAN TO OTHER PLANS

  (1,223,419)

NET INCREASE

36,861,840

NET ASSETS AVAILABLE FOR BENEFITS:

Beginning of Year

 171,045,347

End of Year

$207,907,187

 

  

The accompanying notes are an integral part of the financial statements.

Page 5

DOMINION HOURLY EMPLOYEE SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003 AND 2002                                                                               

1. DESCRIPTION OF PLAN

The following description of the Dominion Hourly Employee Savings Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions.

a. GENERAL - The Plan is a defined contribution plan currently covering all hourly employees of the Virginia Electric and Power Company and Dominion Kincaid, Inc. (the Participating Companies) who are age 18 or older. The Participating Companies are subsidiaries of Dominion Resources, Inc. (Dominion) which is the designated Plan sponsor. The Plan administrator is Dominion Resources Services, Inc. (a subsidiary of Dominion). Mellon Bank, N.A. serves as the trustee of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

b. CONTRIBUTIONS - A maximum of 50% of the participant's eligible earnings and 30% of highly compensated employee's eligible earnings can be invested in the Plan. Of the 30%, up to 10% can be invested on a tax-deferred basis. The Participating Companies contribute a matching amount equivalent to 50% of each participant's contributions, not to exceed 3% of the participant's eligible earnings, which is used to purchase Dominion common stock. Contributions are subject to certain Internal Revenue Code limitations.

c. PARTICIPANT ACCOUNTS - Individual accounts are maintained for each Plan participant. Each participant's account includes the effect of the participant's contributions and withdrawals, as applicable, and allocations of the Participating Companies' contributions, Plan earnings, and administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account.

d. PARTICIPANTS - Any subsidiary of Dominion may adopt the Plan for the benefit of its qualified hourly employees subject to approval of the Board of Directors of Dominion.

e. VESTING - Participants become vested in their own contributions and the earnings on these amounts immediately, and in the Participating Companies' matching contributions and earnings after three years of service. Forfeited balances of terminated participants' non-vested accounts are used to reduce future Participating Companies' contributions.

f.           INVESTMENT OPTIONS

Employee Contributions: Upon enrollment in the Plan, a participant may direct employee contributions in any option (except the loan fund) in 1% increments totaling to 100%. Changes in investment options may be made at any time and become effective with the subsequent pay period. Participants can make unlimited transfers among existing funds. The Plan provides for employee contributions to be invested in the following:

Page 6

Dominion Stock Fund

Interest in Master Trust:

Dresdner Large Cap Growth Fund (Dresdner Fund)

Certus Stable Value Fund (Certus Fund)

Common/Collective Trust:

Capital Guardian Balanced - Aggressive Growth

Capital Guardian Balanced - Conservative

Capital Guardian Balanced - Moderate

Large Cap Value Fund

Wilshire 4500 Index Fund

EB Mellon Total Return Fund

Mellon S&P 500 Index Daily Fund

Mutual Funds:

Real Estate Fund

Small Cap Value Fund

Small Cap Growth Fund

Euro Pacific Growth Fund

Company Contributions: Participating Companies matching contributions are automatically contributed into the Dominion Stock Fund. However, participants may transfer 100% of the value of their Company Match Account into another investment option at any time.

g. PARTICIPANT LOANS - Participants are eligible to secure loans against their plan account and repay the amount over a one to five-year period. The minimum loan amount is $1,000 and the maximum loan amount is the lesser of:

Loan transactions are treated as a transfer between the respective investment fund and the loan fund. The loans are interest bearing at one percentage point above the prime rate of interest. The rate is determined every quarter; however, the rate is fixed at the inception of the loan for the life of the loan.

Participants make repayments to the Plan on a bi-monthly basis. Any defaults in loans result in a reclassification of the remaining loan balances as taxable distributions to the participants.

h. PAYMENTS OF BENEFITS - Distributions from the Plan are recorded on the valuation date when a participant's valid withdrawal request is processed by the recordkeeper. On termination of service, a participant may elect to receive either a lump-sum amount equal to the value of the participant's vested interest in his or her account, or defer the payment to a future time no later than the year in which the participant attains age 70 1/2. There were no amounts payable to participants at December 31, 2003 and 2002.

Page 7

i. FLEXIBLE DIVIDEND OPTION - Participants are given the choice of (1) receiving cash dividends paid on vested shares held in their Dominion Stock Fund or (2) reinvesting the dividends in the fund.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. BASIS OF ACCOUNTING - The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

b. VALUATION OF INVESTMENTS:

(1) Dominion Stock Fund - The investments of the fund are stated at fair value based on the closing sales prices reported on the New York Stock Exchange on the last business day of the year.

(2) Mutual Funds - Investments in mutual funds are valued at quoted market prices, which represent the net asset values of shares held by the Plan at year-end.

(3) Common/Collective Trusts - Investments in common/collective trust funds are stated at estimated fair values, which have been determined based on the unit values of the funds. Unit values are determined by the bank sponsoring such funds by dividing the fund's net assets by its units outstanding at the valuation dates.

(4) Investment in Certus Fund - The Certus Fund invests primarily in guaranteed investment contracts, which are valued at contract value. Contract value represents contributions made under the contract, plus earnings, less Plan withdrawals and administrative expenses.

(5) Investment in Dresdner Fund - Investments in the Dresdner Fund are stated at fair value based on the closing sales price reported on the New York Stock Exchange on the last business day of the year.

c. INVESTMENT INCOME - Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividend income is recognized on the ex-dividend date.

Realized gains and losses on the sale of investments are determined using the average cost method.

Net investment income from mutual fund holdings includes dividend income and realized and unrealized appreciation/depreciation.

d. EXPENSES - The Plan's expenses are accrued as incurred and paid by the Plan, as provided by the Plan document.

e. USE OF ESTIMATES - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates.

Page 8

f. CONCENTRATION OF INVESTMENTS - Included in the Plan's net assets available for benefits at December 31, 2003 and 2002, are investments in Dominion Common Stock amounting to approximately $124 million and $107 million, respectively, whose value could be subject to change based upon market conditions.

3. INVESTMENTS

The following presents investments that represent 5% or more of the Plan's net assets available for benefits:

December 31,
         2003       

December 31,
         2002       

Dominion Common Stock *

$66,732,803

$57,288,039

Dominion Common Stock

57,556,654

49,902,619

Interest in Certus Fund Master Trust

40,022,545

33,548,368

* Nonparticipant-directed

During 2003, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $26 million as follows:

Investment at Fair Value:

Mutual Funds

$  5,994,037

Dominion Common Stock

17,180,090

Investments at Estimated Fair Value:

Common/Collective Trust Funds

   3,279,064

Total

$26,453,191

 

Page 9

4. NONPARTICIPANT-DIRECTED INVESTMENTS

 

Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows:

December 31,
         2003       

December 31,
         2002       

Net Assets:

Investments:

Dominion Common Stock

$ 66,732,803

$ 57,288,039

Common/Collective Trusts

        17,956

       10,195

Total investments

66,750,759

57,298,234

Receivables:

Interest

150

215

Securities sold

        30,756

                    ─

Total receivables

30,906

215

Total assets

66,781,665

  57,298,449

Liabilities:

Payables for investments purchased

31,035

Administrative expenses

           3,927

                       ─

Total payables

34,962

NET ASSETS AVAILABLE FOR BENEFITS

$ 66,746,703

$ 57,298,449

Year Ended
December 31,
         2003       

Changes in Net Assets:

Net Appreciation in Fair Value of Investments

$ 9,102,984

Dividend Income

2,634,757

Interest

1,322

Contributions

3,719,349

Benefits Paid to Participants

(2,428,893)

Administrative Expenses

(35,813)

Transfers to Participant-Directed Investments

(437,629)

Transfers of Participants' Assets to Other Plans

(3,107,823)

Net Increase in Net Assets

$ 9,448,254

 

Page 10

5. PLAN TERMINATION

Although it has not expressed any intention to do so, the Participating Companies have the right under the Plan to discontinue their contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event of any termination of the Plan, or upon complete or partial discontinuance of contributions, the accounts of each affected participant shall become fully vested.

6. PLAN INTEREST IN THE DOMINION MASTER TRUST

The Plan's investment in the Certus Fund and the Dresdner Fund are held in a Master Trust which was established for the investment of assets for the Plan and other employee benefit plans of Dominion and its subsidiaries. Mellon Bank, N.A. holds the assets of the Master Trust.

Certus Fund - As of December 31, 2003 and 2002, the Plan's interest in the net assets of the Certus Fund was approximately 7% and 6%, respectively. Investment income and administrative expenses relating to the Certus Fund are allocated to the individual plans based upon average monthly balances invested by each plan. The following table presents the value of the undivided investments (and related investment income) in the Certus Fund:

December 31,
         2003       

December 31,
         2002       

Guaranteed Investment Contracts (contract value)

$555,629,940

$485,616,190

Short-term Investment Fund (estimated fair value)

20,417,672

26,508,803

Corporate Debt Instruments

5,115,332

Registered Investment Companies

10,462,036

Cash

19,051

794,889

Interest Receivable

     2,080,126

     5,711,632

Total

$593,724,157

$518,631,514

 

Investment income for the Certus Fund is as follows:

Year Ended
December 31,
         2003       

Interest

$28,406,269

Net Appreciation in Fair Value of Investments

193,981

Less: Investment Expenses

   1,726,914

Total

$26,873,336

 

The aggregate fair value of the investment contracts and short-term investments of the Certus Fund at December 31, 2003 and 2002 was $613 million and $545 million respectively. The average yield of assets on December 31, 2003 and 2002 was estimated at 4.90% and 5.77%, respectively. Average duration of investment contracts within the Certus Fund was 3.25 years at December 31, 2003 and 2.82 years at December 31, 2002. The crediting interest rates used to determine fair value for the contracts as of December 31, 2003 ranged from 2.74% to 7.32%.

Page 11

Dresdner Fund - As of December 31, 2003 and 2002, the Plan's interest in the net assets of the Dresdner Fund was less than 1% and 0% respectively. Investment income and administrative expenses relating to the Dresdner Fund are allocated to the individual plans based upon average monthly balances invested by each plan. The following table presents the value of the undivided investments (and related investment income) in the Dresdner Fund Master Trust:

December 31,
         2003       

December 31,
         2002       

Dresdner Fund

$48,084,699

$31,906,649

Total

$48,084,699

$31,906,649

 

Investment income for the Dresdner Fund is as follows:

Year Ended
December 31,
         2003       

Interest

$    30,702

Dividends

429,822

Net appreciation in fair value of investments

   6,686,798

Total

$ 7,147,322

 

7. FEDERAL INCOME TAX STATUS

The Plan is a qualified employees' profit sharing trust and employee stock ownership plan under Sections 401(a), 401(k) and 404(k) of the Internal Revenue Code and, as such, is exempt from Federal income taxes under Section 501(a). Pursuant to Section 402(a) of the Internal Revenue Code, a participant is not taxed on the income and pretax contributions allocated to the participant's account until such time as the participant or the participant's beneficiaries receive distributions from the Plan.

The Plan obtained its latest determination letter on February 24, 2003, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, Dominion believes that the Plan is currently designed and operating in compliance with the applicable requirements of the Internal Revenue Code.

8. PLAN CHANGES

On September 9, 2002, Virginia Electric and Power Company signed an agreement with the International Brotherhood of Electrical Workers (IBEW) Local 50, who represent certain production/maintenance employees of Virginia Electric and Power Company, renewing the 2000 to 2002 collective bargaining agreement to a new five-year agreement through March 31, 2007. According to the agreement, certain changes related to the benefit plan are effective January 1, 2003. The following is a summary of the significant changes:

Page 12

Allowable Employee Contributions:

2% - 50% of compensation on a pre-tax basis

2% - 20% of compensation on an after-tax basis

2% - 50% of compensation on a combination of pre-tax or after-tax basis

Investment Options:

There are 14 investment funds that offer a range of investment choices. Employees may allocate their assets among the following investment options:

Certus Stable Value Fund

Dresdner Large Cap Growth Fund

EB Mellon Total Return Fund

Large Cap Value Fund

Capital Guardian Balanced - Moderate

Small Cap Value Fund

Capital Guardian Balanced - Conservative

Small Cap Growth Fund

Capital Guardian Balanced - Aggressive Growth

Euro Pacific Growth Fund

Mellon S&P 500 Index Daily Fund

Real Estate Fund

Wilshire 4500 Index Fund

Dominion Stock Fund

 

 

  

Page 13

DOMINION HOURLY EMPLOYEE SAVINGS PLAN

SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2003
FORM 5500, SCHEDULE H, ITEM 4(i): SCHEDULE OF ASSETS (HELD AT YEAR-END)            


Description


Cost

Current
Value

Dominion Resources, Inc., Common Stock *

$ 88,796,832

$ 124,289,457

Interest in Master Trust:

Dresdner Large Cap Growth Fund

173,093

192,636

Certus Stable Value Fund

  35,941,222

  40,022,545

  36,114,315

  40,215,181

Common/Collective Trusts:

TBC INC Pooled Employee Funds - Daily Liquidity

40,818

40,818

Capital Guardian Balanced - Moderate

3,478,587

4,358,696

Capital Guardian Balanced - Conservative

171,915

179,638

Capital Guardian Balanced - Aggressive Growth

220,758

254,983

Large Cap Value Fund

240,274

278,860

Wilshire 4500 Index Fund

424,625

490,234

EB Mellon Total Return Fund

1,677,910

1,839,414

Mellon S&P 500 Index Daily Fund

     7,724,619

    9,732,366

   13,979,506

  17,175,009

Mutual Funds:

Real Estate Fund

556,454

626,875

Euro Pacific Growth Fund

3,103,198

3,394,213

Small Cap Growth Fund

6,419,741

9,463,691

Small Cap Value Fund

     5,223,108

    6,972,905

   15,302,501

   20,457,684

Loans to Participants

     5,814,506

     5,814,506

TOTAL ASSETS HELD FOR INVESTMENT

$160,007,660

$207,951,837

* Permitted party-in-interest

 

Page 14

DOMINION HOURLY EMPLOYEE SAVINGS PLAN

SUPPLEMENTAL SCHEDULE FOR THE YEAR ENDED DECEMBER 31, 2003
FORM 5500, SCHEDULE H, ITEM 4(j): SCHEDULE OF REPORTABLE TRANSACTIONS            

Single Transactions in Excess of Five Percent of Plan Assets

There are no reportable transactions.

 

Series Transactions in Excess of Five Percent of Plan Assets


Shares/
Par Value


Security
Description


Transaction
Expense


Cost of
Purchases


Proceeds
From Sales

Costs of
Assets
Disposed


Gain/
Loss

249,805

Dominion Resources. Inc.
Common Stock*

$           -

$15,010,592

$              -

$              -

$            -

234,661

Dominion Resources. Inc.
Common Stock*

-

-

14,032,087

10,402,050

3,630,037

15,150,816

EB Daily Liquidity Fund

-

15,150,816

-

-

-

15,212,145

EB Daily Liquidity Fund

-

-

15,212,145

15,212,145

-

* A party-in-interest as defined by ERISA

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Dominion Resources, Inc. Administrative Benefits Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

DOMINION HOURLY EMPLOYEE                     SAVINGS PLAN               
(name of plan)

 

Date: June 23, 2004

                                /s/ Anne M. Grier                                     

 

Anne M. Grier
Chairman, Dominion Resources, Inc.
Administrative Benefits Committee