UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2005
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 |
For the transition period from to
Commission File Number 001-03196
CONSOLIDATED NATURAL GAS COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 54-1966737 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
120 Tredegar Street Richmond, Virginia | 23219 | |
| (Address of principal executive offices) | (Zip Code) | |
(804) 819-2000
(Registrant’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Name of Each Exchange on Which Registered | |
| 6.0% Debentures due 2010 | New York Stock Exchange | |
| 6.8% Debentures due 2027 | New York Stock Exchange | |
| 6 5/8% Debentures due 2008 | New York Stock Exchange | |
| 6 7/8% Debentures due 2026 | New York Stock Exchange | |
| 6 5/8% Debentures due 2013 | New York Stock Exchange | |
| 7.8% Trust Preferred Securities, $25 Par | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The aggregate market value of the voting stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter was zero.
As of February 1, 2006, there were issued and outstanding 100 shares of the registrant’s common stock, without par value, all of which were held, beneficially and of record, by Dominion Resources, Inc.
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I.(1)(a) AND (b) OF FORM 10-K AND IS FILING THIS FORM 10-K UNDER THE REDUCED DISCLOSURE FORMAT.
DOCUMENTS INCORPORATED BY REFERENCE
None
EXPLANATORY NOTE
We are filing this Amendment No. 1 on Form 10-K/A solely to correct a typographical error made by our printer/filing agent in the process of converting and formatting the Annual Report on Form 10-K to an electronic format suitable for filing with the Securities Exchange Commission (SEC). The typographical error appeared in the Report of Independent Registered Public Accounting Firm contained in Item 15. Exhibits and Financial Statement Schedules of our original Annual Report on Form 10-K filed on March 2, 2006 (Original Report). Specifically, the signature of our independent registered public accounting firm was unintentionally omitted and the date of the report was incorrectly stated as March 1, 2006. The report has been revised to include the signature of our independent registered public accounting firm and the date of the report has been corrected to March 2, 2006.
In order to comply with certain technical requirements of the SEC’s rules in connection with the filing of this amendment on Form 10-K/A; we are also including in this amendment updated certifications of our principal executive and principal financial officers and an updated Consent of Independent Registered Public Accounting Firm.
This Amendment No. 1 to our Report on Form 10-K as originally filed on March 2, 2006 continues to speak as of the date of our Original Report, and we have not updated the disclosures contained in this Amendment No. 1 to reflect any events that occurred at a date subsequent to the filing of the Original Report.
Item 15. Exhibits and Financial Statement Schedules
(a) Certain documents are filed as part of our Form 10-K and are incorporated by reference and found on the pages noted.
1. Financial Statements
See Index on page 18 of our Form 10-K filed March 2, 2006.
2. Financial Statement Schedules
| Page | ||
Report of Independent Registered Public Accounting Firm | 3 | |
Schedule I—Condensed Financial Information of Registrant | 4 |
All other schedules are omitted because they are not applicable, or the required information is either not material or is shown in the financial statements or the related notes.
3. Exhibits
| 3.1 — | Certificate of Incorporation of Consolidated Natural Gas Company (Exhibit (3A)(i) to Form 10-K for the fiscal year ended December 31, 1999, File No. 1-3196, incorporated by reference). | |
| 3.2 — | Certificate of Amendment of Certificate of Incorporation, dated January 28, 2000 (Exhibit (3A)(ii) to Form 10-K for the fiscal year ended December 31, 1999, File No. 1-3196, incorporated by reference). | |
| 3.3 — | Bylaws as in effect on December 15, 2000 (Exhibit 3B to Form 10-K for the fiscal year ended December 31, 2000, File No. 1-3196, incorporated by reference). | |
| 4 — | Consolidated Natural Gas Company agrees to furnish to the Securities and Exchange Commission upon request any other instrument with respect to long-term debt as to which the total amount of securities authorized does not exceed 10% of its total consolidated assets. | |
| 4.1 — | 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 Indenture dated as of March 19, 2001 (Exhibit 4, Form 10-Q for the quarter ended September 30, 2003, File No. 1-3196, incorporated by reference). | |
| 4.2 — | 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, 2026); Securities 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, incorporated by reference). | |
| 4.3 — | 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 Fifth Supplemental Indenture (Exhibit 4.2, Form 8-K, filed November 25, 2003, Form 1-3196, incorporated by reference); Form of Sixth Supplemental Indenture (Exhibit 4.2, Form 8-K filed November 16, 2004, File No. 1-3196, incorporated by reference). | |
| 4.4 — | 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). | |
| 1 |
| 4.5 — | 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 4.14, Form 10-K for the fiscal year ended December 31, 2001, File No. 1-8489, incorporated by reference); 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). | |
| 10.1 — | $2.5 billion Five-Year Revolving Credit Agreement, dated as of May 12, 2005, among Dominion Resources, Inc., Virginia Electric and Power Company, Consolidated Natural Gas Company and JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, Barclays Bank PLC, The Bank of Nova Scotia and Wachovia Bank, National Association, as Co-Documentation Agents, and other lenders as named herein (Exhibit 10.1, Form 8-K filed May 18, 2005, File No. 1-3196, incorporated by reference). | |
| 10.2 — | $1.75 billion Five-Year Credit Agreement, dated as of August 17, 2005, among Consolidated Natural Gas Company and Barclays Bank PLC as Administrative Agent and Syndication Agent, KeyBank National Association as Syndication Agent, SunTrust Bank, The Bank of Nova Scotia and ABN Amro Bank NV as Co-Documentation Agents, and other lenders as named (Exhibit 10.1, Form 8-K filed August 18, 2005, File No. 1-3196, incorporated by reference). | |
| 10.3 — | $1.9 billion Credit Agreement, dated as of January 11, 2006 among Dominion Resources, Inc., Consolidated Natural Gas Company, Wachovia Bank, National Association, as Administrative Agent, JP Morgan Chase Bank, N.A., as Syndication Agent, Barclays Bank PLC, as Documentation Agent, and other lenders as named therein (Exhibit 10.1, Form 8-K, filed January 13, 2006, File No. 1-3196, incorporated by reference). | |
| 12 — | Ratio of earnings to fixed charges (Exhibit 12, Form 10-K, filed March 2, 2006, File No. 1-3196, incorporated by reference). | |
| 23.1 — | Consent of Deloitte & Touche LLP (filed herewith). | |
| 23.2 — | Consent of Ryder Scott Company, L.P. (Exhibit 23.2, Form 10-K, filed March 2, 2006, File No. 1-3196, incorporated by reference). | |
| 31.1 — | Certification by Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). | |
| 31.2 — | Certification by Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). | |
| 32 — | Certification to the Securities and Exchange Commission by Registrant’s Chief Executive Officer and Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). | |
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Report of Independent Registered Public Accounting Firm
To the Shareholder and Board of Directors of
Consolidated Natural Gas Company
We have audited the consolidated financial statements of Consolidated Natural Gas Company (a wholly-owned subsidiary of Dominion Resources, Inc.) and subsidiaries (the “Company”) as of December 31, 2005 and 2004, and for each of the three years in the period ended December 31, 2005, and have issued our report thereon dated March 2, 2006 (which report expressed an unqualified opinion and included an explanatory paragraph as to changes in accounting principles for: conditional asset retirement obligations in 2005 and asset retirement obligations, derivative contracts not held for trading purposes, and the consolidation of variable interest entities in 2003); such report has previously been filed as part of the Company’s Annual Report on Form 10-K for the year ended December 31, 2005. Our audits also included the financial statement schedule of the Company listed in the accompanying index at Item 15. This financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
/s/ Deloitte & Touche LLP
Richmond, Virginia
March 2, 2006
| 3 |
Consolidated Natural Gas Company (Parent Company)
Schedule I—Condensed Financial Information of Registrant
Condensed Statements of Income
| Year Ended December 31, | 2005 | 2004 | 2003 | |||||||||
| (millions) | ||||||||||||
Operating Expenses | $ | 3 | $ | 1 | $ | (1 | ) | |||||
Income (loss) from operations | (3 | ) | (1 | ) | 1 | |||||||
Other income: | ||||||||||||
Affiliated interest income | 203 | 180 | 182 | |||||||||
Other | 6 | 7 | 7 | |||||||||
Total other income | 209 | 187 | 189 | |||||||||
Interest and related charges | 203 | 197 | 199 | |||||||||
Income (loss) before income taxes | 3 | (11 | ) | (9 | ) | |||||||
Income tax benefit | 2 | 5 | 12 | |||||||||
Equity in earnings of affiliates | 548 | 873 | 635 | |||||||||
Net Income | $ | 553 | $ | 867 | $ | 638 | ||||||
The accompanying notes are an integral part of the Condensed Financial Statements.
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Consolidated Natural Gas Company (Parent Company)
Schedule I—Condensed Financial Information of Registrant
Condensed Balance Sheets
| At December 31, | 2005 | 2004 | ||||||
| (millions) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
Receivables and advances due from affiliates | $ | 1,710 | $ | 1,647 | ||||
Loans to affiliates | 14 | 15 | ||||||
Affiliated derivative assets | 285 | 186 | ||||||
Other | 1 | 16 | ||||||
Prepayments | 9 | 2 | ||||||
Total current assets | 2,019 | 1,866 | ||||||
| Investments | ||||||||
Investment in affiliates | 3,697 | 3,891 | ||||||
Loans to affiliates | 2,188 | 2,202 | ||||||
Other | 94 | 86 | ||||||
Total investments | 5,979 | 6,179 | ||||||
| Deferred Charges and Other Assets | ||||||||
Affiliated derivative assets | 241 | 102 | ||||||
Other | 38 | 37 | ||||||
Total charges and other assets | 279 | 139 | ||||||
Total assets | $ | 8,277 | $ | 8,184 | ||||
| LIABILITIES AND SHAREHOLDER’S EQUITY | ||||||||
| Current Liabilities | ||||||||
Securities due within a year | $ | 500 | $ | 150 | ||||
Short-term debt | 187 | — | ||||||
Payables and short-term borrowings due to affiliates | 7 | 3 | ||||||
Derivative liabilities | 286 | 186 | ||||||
Other | 46 | 40 | ||||||
Total current liabilities | 1,026 | 379 | ||||||
| Long-Term Debt | ||||||||
Long-term debt | 2,508 | 3,014 | ||||||
Notes payable to affiliates | 206 | 206 | ||||||
Total long-term debt | 2,714 | 3,220 | ||||||
| Deferred Credits and Other Liabilities | ||||||||
Derivative liabilities | 243 | 102 | ||||||
Other | 3 | 3 | ||||||
Total deferred credits and other liabilities | 246 | 105 | ||||||
Total liabilities | 3,986 | 3,704 | ||||||
| Common Shareholder’s Equity | ||||||||
Common stock, no par value, 100 shares authorized and outstanding | 1,816 | 1,816 | ||||||
Other paid-in capital | 3,273 | 2,520 | ||||||
Retained earnings | 971 | 993 | ||||||
Accumulated other comprehensive loss | (1,769 | ) | (849 | ) | ||||
Total common shareholder’s equity | 4,291 | 4,480 | ||||||
Total liabilities and shareholder’s equity | $ | 8,277 | $ | 8,184 | ||||
The accompanying notes are an integral part of the Condensed Financial Statements.
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Consolidated Natural Gas Company (Parent Company)
Schedule I—Condensed Financial Information of Registrant
Condensed Statements of Cash Flows
| Year Ended December 31, | 2005 | 2004 | 2003 | |||||||||
| (millions) | ||||||||||||
Net Cash Provided by Operating Activities | $ | 575 | $ | 448 | $ | 365 | ||||||
Investing Activities | ||||||||||||
Advances to (from) affiliates, net of repayments | (52 | ) | 108 | 34 | ||||||||
Loans to affiliates | — | (190 | ) | — | ||||||||
Repayment of loans by affiliates | 15 | 272 | 208 | |||||||||
Other | — | (2 | ) | (2 | ) | |||||||
Net cash provided by (used in) investing activities | (37 | ) | 188 | 240 | ||||||||
Financing Activities | ||||||||||||
Issuance of long-term debt | — | 400 | 200 | |||||||||
Repayment of long-term debt | (150 | ) | (400 | ) | (150 | ) | ||||||
Short-term borrowings from parent, net | — | — | 37 | |||||||||
Issuance (repayment) of short-term debt, net | 187 | (151 | ) | (246 | ) | |||||||
Dividends paid | (575 | ) | (482 | ) | (450 | ) | ||||||
Other | — | (3 | ) | 4 | ||||||||
Net cash used in financing activities | (538 | ) | (636 | ) | (605 | ) | ||||||
Increase in cash and cash equivalents | — | — | —- | |||||||||
Cash and cash equivalents at beginning of the year | — | — | — | |||||||||
Cash and cash equivalents at end of the year | $ | — | $ | — | $ | — | ||||||
Supplemental Cash Flow Information | ||||||||||||
Noncash transactions from investing and financing activities: | ||||||||||||
Conversion of amounts receivable from subsidiaries to investment in subsidiaries | $ | 750 | $ | 41 | $ | 4 | ||||||
Conversion of short-term borrowings and other amounts payable to parent to other paid-in capital | 750 | 41 | 606 | |||||||||
The accompanying notes are an integral part of the Condensed Financial Statements.
6
Consolidated Natural Gas Company (Parent Company)
Schedule I—Condensed Financial Information of Registrant
Notes to Condensed Financial Statements
Note 1. Basis of Presentation
Pursuant to rules and regulations of the Securities and Exchange Commission (SEC), the unconsolidated condensed financial statements of Consolidated Natural Gas Company (the Company) do not reflect all of the information and notes normally included with financial statements prepared in accordance with accounting principles generally accepted in the United States of America. Therefore, these financial statements should be read in conjunction with the Consolidated Financial Statements and related notes included in the 2005 Form 10-K, Part II, Item 8.
Accounting for Subsidiaries—We have accounted for the earnings of our subsidiaries under the equity method in the unconsolidated condensed financial statements.
Income Taxes—We and our subsidiaries file a consolidated federal income tax return and participate in an intercompany tax allocation agreement with Dominion Resources, Inc. (Dominion) and its subsidiaries. Our current income taxes are based on our taxable income, determined on a separate company basis. Our Balance Sheets at December 31, 2005 and 2004, include current taxes payable to Dominion of $9 million and $4 million, respectively.
Note 2. Long-Term Debt
| 2005 Weighted Average Coupon | (1) | ||||||||
At December 31, | 2005 | 2004 | |||||||
| (millions) | |||||||||
Unsecured Senior Notes: | |||||||||
5.375% to 7.375%, due 2005 to 2010 | 5.74% | $ 850 | $1,000 | ||||||
5.0% to 6.85%, due 2011 to 2027 | 6.14% | 2,000 | 2,000 | ||||||
6.875%, due 2026(2) | 150 | 150 | |||||||
| 3,000 | 3,150 | ||||||||
Junior Subordinated Notes Payable to Affiliated Trust 7.8%, due 2041 | 206 | 206 | |||||||
| 3,206 | 3,356 | ||||||||
Fair value hedge valuation(3) | 15 | 21 | |||||||
Amount due within one year | (500 | ) | (150 | ) | |||||
Unamortized discount and premium, net | (7 | ) | (7 | ) | |||||
Total long-term debt | $2,714 | $3,220 | |||||||
| (1) | Represents weighted-average coupon rate for debt outstanding as of December 31, 2005. |
| (2) | At the option of holders in October 2006, these notes are subject to redemption at 100% of the principal amount plus accrued interest. In the event of an early redemption, we have the intent and ability to refinance this security under our long-term credit facilities. Accordingly, this security remains classified as long-term debt in our Consolidated Balance Sheets. |
| (3) | Represents changes in fair value of certain fixed-rate long-term debt associated with fair value hedges. |
Based on stated maturity dates rather than early redemption dates that could be elected by the instrument holders, the scheduled principal payments of long-term debt at December 31, 2005 were as follows (in millions):
| 2006 | 2007 | 2008 | 2009 | 2010 | Thereafter | Total | ||||||
$500 | — | $150 | — | $200 | $2,356 | $3,206 |
Our long-term debt agreements contain customary covenants and default provisions. As of December 31, 2005, there were no events of default under those covenants.
Note 3. Guarantees, Letters of Credit and Surety Bonds
Guarantees
As of December 31, 2005, we had issued the following types of guarantees on behalf of our subsidiaries:
| Stated Limit | Value(1) | |||
(millions) | ||||
Subsidiary debt(2) | $ 201 | $ 201 | ||
Offshore drilling commitments | 300 | 300 | ||
Commodity transactions(3) | 1,252 | 767 | ||
Miscellaneous | 343 | 254 | ||
Total subsidiary obligations | $2,096 | $1,522 |
| (1) | Represents the estimated portion of the guarantee’s stated limit that is utilized as of December 31, 2005 based upon prevailing economic conditions and fact patterns specific to each guarantee arrangement. For those guarantees related to obligations that are recorded as liabilities by our subsidiaries, the value includes the recorded amount. |
| (2) | Guarantees of debt of Dominion Oklahoma Texas Exploration and Production Inc. In the event of default by this subsidiary, we would be obligated to repay such amounts. |
| (3) | Guarantees of contract payments for certain subsidiaries involved in natural gas and oil production, natural gas delivery and energy marketing activities. These guarantees were provided to counterparties in order to facilitate physical and financial transactions in gas, pipeline capacity, transportation, oil, electricity and related commodities and services. If any of these subsidiaries fail to perform or pay under the contracts and the counterparties seek performance or payment, we would be obligated to satisfy such obligation. We receive similar guarantees from counterparties as collateral for credit extended by us. The value provided includes certain guarantees that do not have stated limits. |
Surety Bonds and Letters of Credit
At December 31, 2005, we had purchased $44 million of surety bonds and authorized the issuance of standby letters of credit by financial institutions of $2.6 billion. We enter into these arrangements to facilitate commercial transactions by our subsidiaries with third parties. As of December 31, 2005, no amounts had been presented for payment under the letters of credit.
7
Consolidated Natural Gas Company (Parent Company)
Schedule I—Condensed Financial Information of Registrant
Notes to Condensed Financial Statements, Continued
Indemnifications
As part of commercial contract negotiations in the normal course of business, we may sometimes agree to make payments to compensate or indemnify other parties for possible future unfavorable financial consequences resulting from specified events. The specified events may involve an adverse judgment in a lawsuit or the imposition of additional taxes due to a change in tax law or interpretation of the tax law. We are unable to develop an estimate of the maximum potential amount of future payments under these contracts because events that would obligate us have not yet occurred or, if any such event has occurred, we have not been notified of its occurrence. However, as of December 31, 2005, we believe future payments, if any, that could ultimately become payable under these contract provisions, would not have a material impact on our results of operations, cash flows or financial position.
��
Note 4. Dividend Restrictions
We received dividends from our consolidated subsidiaries in the amounts of $575 million, $481 million and $405 million in 2005, 2004 and 2003, respectively.
The Public Utility Holding Company Act of 1935 (1935 Act) and related regulations issued by the SEC impose restrictions on the transfer and receipt of funds by a registered holding company from its subsidiaries, including a general prohibition against loans or advances being made by the subsidiaries to benefit the registered holding company. Under the 1935 Act, registered holding companies and their subsidiaries may pay dividends only from retained earnings, unless the SEC specifically authorizes payments from other capital accounts. In response to a Dominion request, the SEC granted relief in 2000, authorizing payment of dividends by us from other capital accounts to Dominion in amounts of up to $1.6 billion, representing our retained earnings prior to Dominion’s acquisition of us. The SEC granted further relief in 2004, authorizing our nonutility subsidiaries to pay dividends out of capital or unearned surplus in situations where such subsidiary has received excess cash from an asset sale, engaged in a restructuring, or is returning capital to an associate company. We are not bound by the foregoing restrictions on dividends imposed by the 1935 Act as of February 8, 2006, the effective date on which such Act was repealed under the Energy Policy Act of 2005.
8
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CONSOLIDATED NATURAL GAS COMPANY | ||
| By: | /S/ STEVEN A. ROGERS | |
| (Steven A. Rogers, Vice President and Controller (Principal Accounting Officer)) | ||
Date: March 6, 2006
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