(Mark
One):
|
||
X
|
ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934.
For
the fiscal year ended December 31, 2005.
|
|
or
|
||
TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934.
For
the transition period from _________ to
________________.
|
||
A.
|
Full
title of the plan and the address of the plan, if different from
that of
the issuer named below:
|
DOMINION
TRANSMISSION AND HOPE GAS UNION SAVINGS PLAN
FOR
EMPLOYEES REPRESENTED BY THE UNITED GAS WORKERS
UNION,
LOCAL
69 - DIVISION II, SEIU, AFL-CIO
|
|
B.
|
Name
of issuer of the securities held pursuant to the plan and the address
of
its principal executive office:
|
DOMINION
RESOURCES, INC.
120
Tredegar Street
Richmond,
VA 23219
|
Page
|
|
Report
of Independent Registered Public Accounting Firm
|
2
|
Financial
Statements:
|
|
Statements
of Net Assets Available for Benefits as of December 31, 2005 and
2004
|
3
|
Statement
of Changes in Net Assets Available for Benefits for the Year Ended
December 31, 2005
|
4
|
Notes
to Financial Statements
|
5
-
13
|
Supplemental
Schedules:
|
|
Form
5500, Schedule H, Item 4(i): Schedule of Assets (Held at End of Year)
as
of December 31, 2005
|
14
|
Form
5500, Schedule H, Item 4(j): Schedule of Reportable Transactions
for the
year ended
December 31, 2005
|
15
|
December
31,
2005
|
December
31,
2004
|
||||||
Assets:
|
|||||||
Participant-Directed
Investments
|
$
|
166,530,937
|
$
|
181,948,886
|
|||
Nonparticipant-Directed
Investments
|
3,607,291
|
2,348,540
|
|||||
Receivables
|
1,021,981
|
443,484
|
|||||
Total
Assets
|
171,160,209
|
184,740,910
|
|||||
Liabilities:
|
|||||||
Payables
for Investments Purchased
|
744,981
|
443,011
|
|||||
Administrative
Expenses Payable
|
81,116
|
54,936
|
|||||
Other
Liabilities
|
157,416
|
33,158
|
|||||
Total
Liabilities
|
983,513
|
531,105
|
|||||
NET
ASSETS AVAILABLE FOR BENEFITS
|
$
|
170,176,696
|
$
|
184,209,805
|
|||
Additions:
|
||||
Investment
Income:
|
||||
Dividends
|
$
|
2,528,906
|
||
Interest
|
178,778
|
|||
Net
Appreciation in Fair Value of Investments
|
10,418,248
|
|||
Income
from Master Trust
|
3,955,123
|
|||
Total
Investment Income
|
17,081,055
|
|||
Contributions:
|
||||
Participants
|
5,126,045
|
|||
Employers
|
1,514,883
|
|||
Total
Contributions
|
6,640,928
|
|||
Total
Additions
|
23,721,983
|
|||
Deductions:
|
||||
Benefits
Paid to Participants
|
37,114,492
|
|||
Administrative
Expenses
|
107,915
|
|||
Total
Deductions
|
37,222,407
|
|||
NET
DECREASE IN NET ASSETS BEFORE TRANSFERS
|
(13,500,424
|
)
|
||
TRANSFER
OF PARTICIPANTS’ ASSETS FROM THE PLAN TO OTHER PLANS
|
(532,685
|
)
|
||
NET
DECREASE
|
(14,033,109
|
)
|
||
NET
ASSETS AVAILABLE FOR BENEFITS:
|
||||
Beginning
of Year
|
184,209,805
|
|||
End
of Year
|
$
|
170,176,696
|
||
a. |
GENERAL
- The Plan is a defined contribution plan covering union eligible
employees of Dominion Transmission, Inc. and Hope Gas, Inc. (the
Employers) who are 18 years of age or older. The Employers are
wholly-owned subsidiaries of Consolidated Natural Gas Company (the
Company
or CNG). CNG is a wholly-owned subsidiary of Dominion Resources,
Inc.
(Dominion). 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, as amended
(ERISA).
|
b. |
CONTRIBUTIONS
-
Under the Plan, participants may contribute not less than 2% and
not more
than 50% of their earnings each pay period, in increments of 1%.
Contributions are subject to applicable Internal Revenue Code (IRC)
limitations. The Employer contributes amounts 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.
The
Employer’s matching contribution is increased to 66.7% of each
participant’s contributions, not to exceed 4% of participant’s eligible
earnings, for employees who have 20 or more years of
service.
|
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
Employer’s contributions, Plan earnings or losses, 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 vested portion of the
participant’s account.
|
d. |
PARTICIPANTS
- Each employee is eligible to participate in the Plan on an entirely
voluntary basis. Participation by an employee becomes effective
immediately upon enrollment in
the Plan.
|
e.
|
VESTING
-
Participants become vested in their own contributions and earnings
on
these amounts immediately, and in the Employer’s matching contributions
and related earnings thereon after three years of service.
|
f.
|
FORFEITED
ACCOUNTS
-
At December 31, 2005 and 2004, forfeited nonvested accounts totaled
$460
and $530, respectively. These accounts are used to reduce future
Employer
contributions. During the year ended December 31, 2005, Employer
contributions were reduced by $530 from forfeited nonvested
accounts.
|
g.
|
INVESTMENT
OPTIONS
|
h.
|
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:
|
· |
50%
of the vested account balance or
|
· |
$50,000
(reduced by the maximum outstanding loan balance during the prior
12
months).
|
i.
|
PAYMENT
OF BENEFITS
-
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, 2005 or
2004.
|
j.
|
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 Dominion Stock Fund.
|
k.
|
PLAN
CHANGES
-
In May 2005, members of the Utility Workers’ Union of America, United Gas
Workers’ Local 69-II, AFL-CIO (Local 69-II) ratified a new labor agreement
with Dominion Transmission, Inc. and Hope Gas, Inc. There were no
changes
made to the Plan by the agreement which was effective April 1, 2005
and
continues through April 1, 2008. Local 69-II represents approximately
1,000 employees of Dominion Transmission, Inc. and Hope Gas,
Inc.
|
In
June 2005, the Plan approved the following changes to participant
investment offerings, effective July 6, 2005: The underlying investments
for the Capital Guardian Balanced - Aggressive Growth Fund, Capital
Guardian Balanced - Conservative Balanced Fund, and Capital Guardian
Balanced - Moderate Fund (the Balanced Funds) were replaced. The
Balanced
Funds managed by Capital Guardian Trust Company were transferred
to
similar balanced funds managed by Northern Trust Global Securities.
In
addition, the Small Cap Growth Fund’s underlying investment, the RS
Diversified Growth Fund, was replaced with the Vanguard Explorer
Fund.
|
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.
|
USE
OF ESTIMATES
-
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
Plan 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.
|
c.
|
RISKS
AND UNCERTAINTIES
-
The Plan utilizes various investment instruments, including mutual
funds
and investment contracts. Investment securities, in general, are
exposed
to various risks, such as interest rate, credit, and overall market
volatility. Due to the level of risk associated with certain investment
securities, it is reasonably possible that changes in the values
of
investment securities will occur in the near term and that such changes
could materially affect the amounts reported in the financial
statements.
|
d.
|
VALUATION
OF INVESTMENTS:
|
(1)
|
Dominion
Stock Fund
-
Investments in Dominion common stock 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 plan year.
|
(2)
|
Investment
in Certus Fund -
The Certus Fund invests primarily in benefit-responsive guaranteed
investment contracts, which are stated at contract value. Contract
value
represents contributions made under the contract, plus earnings,
less Plan
withdrawals and administrative
expenses.
|
(3)
|
Investment
in Dresdner Fund
-
The Dresdner Fund invests primarily in corporate stocks, which 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 plan
year.
|
(4)
|
Mutual
Funds - Investments
in mutual funds are stated at fair value using quoted market prices,
which
represent the net asset values of shares held by the Plan at year-end.
|
(5)
|
Common/Collective
Trusts
-
Investments in common/collective trust funds (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 (or trust company)
sponsoring such funds by dividing the fund’s net assets by its units
outstanding at the valuation dates.
|
(6)
|
Loans
to Participants
-
Participant loans are valued at the outstanding loan balances.
|
e.
|
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.
|
f.
|
EXPENSES
-
The Plan’s expenses are accrued as incurred and are paid by the Plan, as
provided by the Plan document.
|
g.
|
PAYMENT
OF BENEFITS
-
Distributions from the Plan are recorded on the valuation date when
a
participant’s valid withdrawal request is processed by the recordkeeper.
|
h.
|
TRANSFERS - Along
with the Plan, Dominion also sponsors several other savings plans
for
employees of its subsidiaries. If participants change employment
to a
different covered subsidiary during the year, their account balances
are
transferred into the corresponding plan.
|
i.
|
CONCENTRATION
OF INVESTMENTS
-
Included in the Plan’s net assets available for benefits at December 31,
2005 and 2004, are investments in Dominion Common Stock amounting
to
approximately $64
million and $68 million, respectively, whose value could be subject
to
change based upon market conditions and company
performance.
|
December
31,
2005
|
December
31,
2004
|
||||||
Dominion
Stock Fund *
|
|
$
|
3,601,554
|
|
$
|
2,347,020
|
|
Dominion
Stock Fund
|
|
|
60,795,917
|
|
|
65,390,605
|
|
Interest
in Certus Fund
|
|
|
80,104,122
|
|
|
89,356,639
|
|
|
|
|
|
|
|
|
|
* Nonparticipant-directed
|
Investments
at Fair Value:
|
|
|
|
|
Mutual
Funds
|
|
$
|
466,825
|
|
Dominion
Stock Fund
|
|
|
9,369,344
|
|
|
|
|
|
|
Investments
at Estimated Fair Value:
|
|
|
|
|
Common/Collective
Trust
|
|
|
582,079
|
|
|
|
|
|
|
Total
|
$
|
10,418,248
|
December
31,
2005
|
December
31,
2004
|
||||||
Net
Assets:
|
|||||||
Investments:
|
|||||||
Dominion
Stock Fund
|
$
|
3,601,554
|
$
|
2,347,020
|
|||
Common/Collective
Trusts
|
5,737
|
1,520
|
|||||
Total
Investments
|
3,607,291
|
2,348,540
|
|||||
Receivables
|
109,900
|
15,363
|
|||||
Total
Assets
|
3,717,191
|
2,363,903
|
|||||
Liabilities:
|
|||||||
Payables
for Investments Purchased
|
5,002
|
15,350
|
|||||
Other
Liabilities
|
461
|
--
|
|||||
Total
Liabilities
|
5,463
|
15,350
|
|||||
NET ASSETS AVAILABLE FOR BENEFITS
|
$
|
3,711,728
|
$
|
2,348,553
|
Year
Ended
December
31,
2005
|
||||
Changes
in Net Assets:
|
||||
Net
Appreciation in Fair Value of Investments
|
|
$
|
163,424
|
|
Dividends
|
|
|
42,919
|
|
Interest
|
|
|
187
|
|
Contributions
|
|
|
1,514,883
|
|
Benefits
Paid to Participants
|
|
|
(173,575
|
)
|
Administrative
Expenses
|
|
|
(194
|
)
|
Transfers
to Participant-Directed Investments
|
|
|
(137,296
|
)
|
Transfers
of Participants’ Assets to Other Plans
|
(47,173
|
)
|
||
Net
Increase in Net Assets
|
$
|
1,363,175
|
||
December
31,
2005
|
December
31,
2004
|
||||||
Guaranteed
Investment Contracts (contract value)
|
$
|
610,630,337
|
$
|
583,020,568
|
|||
Short-term
Investment Fund (estimated fair value)
|
18,297,536
|
27,315,302
|
|||||
Registered
Investment Companies
|
7,420,613
|
10,955,564
|
|||||
Interest
Receivable
|
2,205,651
|
2,138,217
|
|||||
Total
|
$
|
638,554,137
|
$
|
623,429,651
|
Year
Ended
December
31,
2005
|
||||
Registered
Investment Companies
|
$
|
487,314
|
||
Net
Investment Appreciation
|
487,314
|
|||
Interest
|
27,680,666
|
|||
Less:
Investment Expenses
|
(1,091,198
|
)
|
||
Total
|
$
|
27,076,782
|
December
31,
2005
|
December
31,
2004
|
||||||
Corporate
Stocks
|
|
$
|
51,918,696
|
|
$
|
46,859,209
|
|
Short-term
Investment Fund (estimated fair value)
|
|
|
2,119,170
|
|
|
745,744
|
|
Registered
Investment Companies
|
|
|
8,066,395
|
|
|
2,804,805
|
|
Payables
|
|
|
(59,143)
|
|
|
(58,096)
|
|
Total
|
$
|
62,045,118
|
$
|
50,351,662
|
Year
Ended
December
31,
2005
|
||||
Interest
|
|
$
|
58,265
|
|
Dividends
|
|
|
378,345
|
|
Net
Investment Appreciation
|
|
|
4,449,398
|
|
|
|
|
|
|
Total
|
$
|
4,886,008
|
Description
|
Cost
|
Current
Value
|
|||||
Dominion
Stock Fund*
|
$
|
49,418,472
|
$
|
64,397,471
|
|||
Common/Collective
Trusts:
|
|||||||
EB
Temporary Investment Fund*
|
185,518
|
185,518
|
|||||
Northern
Trust Global Securities -
Conservative
|
562,783
|
574,321
|
|||||
Northern
Trust Global Securities -
Moderate
|
1,541,719
|
1,607,452
|
|||||
Northern
Trust Global Securities -
Aggressive Growth
|
1,454,759
|
1,547,979
|
|||||
Large
Cap Value Fund
|
558,682
|
659,691
|
|||||
Wilshire
4500 Index Fund*
|
751,383
|
837,982
|
|||||
Mellon
S&P 500 Index Daily Fund*
|
5,058,881
|
5,510,112
|
|||||
EB
Mellon Total Return Fund*
|
706,252
|
761,365
|
|||||
10,819,977
|
11,684,420
|
||||||
Mutual
Funds:
|
|||||||
Small
Cap Value Fund
|
2,245,186
|
2,174,948
|
|||||
Vanguard
Explorer Fund
|
453,799
|
446,135
|
|||||
Real
Estate Fund
|
1,278,134
|
1,235,158
|
|||||
Euro
Pacific Growth Fund
|
1,602,087
|
1,919,668
|
|||||
5,579,206
|
5,775,909
|
||||||
Loans
to Participants (range of interest rates - 6.25%-8.00%)
|
3,258,206
|
3,258,206
|
|||||
TOTAL
|
$
|
69,075,861
|
$
|
85,116,006
|
|||
*
A
party-in-interest as defined by ERISA.
|
Shares/
Par
Value
|
Security
Description
|
Number
of
Transactions
|
Cost
of
Purchases
|
Proceeds
From
Sales
|
Cost
of
Assets
Disposed
|
Net
Gain
|
|
353,084
|
Dominion
Stock Fund*
|
134
|
$26,201,398
|
$ ─
|
$ ─
|
$ ─
|
|
493,999
|
Dominion
Stock Fund*
|
282
|
─
|
37,059,172
|
26,986,915
|
10,072,257
|
|
20,284,362
|
EB
Temporary Investment
Fund*
|
169
|
20,284,362
|
─
|
─
|
─
|
|
20,192,415
|
EB
Temporary Investment
Fund*
|
115
|
─
|
20,192,415
|
20,192,415
|
─
|
|
DOMINION
TRANSMISSION AND HOPE GAS
UNION
SAVINGS PLAN
FOR
EMPLOYEES REPRESENTED BY THE
UNITED
GAS WORKERS UNION,
LOCAL
69 - DIVISION II, SEIU, AFL-CIO
(name
of plan)
|
|
Date:
June 22, 2006
|
/s/
Anne M.
Grier
|
Anne
M. Grier
Chair,
Dominion Resources Services, Inc.
Administrative
Benefits Committee
|