Dominion to Sell Two Natural Gas Utilities for $970 Million

March 02, 2006

RICHMOND, Va. — Dominion (NYSE: D) will sell its natural gas local distribution utilities in Pennsylvania and West Virginia to Equitable Resources (NYSE: EQT) for about $970 million plus adjustments to reflect capital expenditures and changes in working capital under an agreement expected to be completed by the first quarter of 2007.

Under the agreement, Dominion will sell Dominion Peoples, which serves about 357,000 homes and businesses in Pennsylvania from its headquarters in Pittsburgh, and Dominion Hope, which serves 116,500 homes and businesses in West Virginia from its headquarters in Clarksburg, W.Va. Together, they serve less than 12 percent of Dominion’s 4 million electric and natural gas local distribution customers in the mid-Atlantic and Midwest.

The agreement is subject to regulatory approvals in Pennsylvania and West Virginia as well as approval under the federal Hart-Scott-Rodino Act.

Proceeds from the sale will be used for general corporate purposes, including debt reduction. Dominion models acquisition and divestiture activities on a financing formula of 50 percent debt and 50 percent equity. Applying 50 percent of the after-tax proceeds to repay debt and 50 percent to buy back stock at Dominion’s current share price, the effect of the transaction would be slightly accretive to earnings. Net cash received will be positively impacted by the use of prior tax losses to reduce actual taxes paid. Should management choose to use a greater portion of the proceeds to pay down debt, however, the result may be mildly dilutive to earnings.

Thomas F. Farrell II, president and chief executive officer of Dominion, said:

“Dominion Peoples and Dominion Hope are well-run businesses. We have the highest regard for the skilled and dedicated employees who work there as well as for the communities and people that they serve.

“Dominion has grown rapidly and, as we have said repeatedly, we continually review our assets to determine if they fit strategically and will provide the commensurate return on invested capital. In reviewing Dominion Peoples and Dominion Hope, we determined that these businesses might be of greater value to another owner. Coincidentally, we received a number of unsolicited expressions of interest in the two businesses. We pursued that interest through a competitive auction process that resulted in the sale agreement. We look forward to working with Equitable to make this a smooth transition for everyone involved.”

“We also look forward to continuing to be an active member of the Pennsylvania and West Virginia communities through our other businesses that operate in both states,” Farrell said. The other businesses are: Dominion Transmission, the interstate natural gas pipeline and storage business; Dominion Exploration & Production, one of the nation’s largest natural gas and oil producers; Dominion Generation, which operates more than 28,000 megawatts of electricity generating capacity; and Dominion Retail, one of the nation’s largest marketers of competitively priced energy and related products and services.

Dominion engaged Goldman, Sachs & Co. as its financial adviser in the transaction. McGuireWoods LLP provided legal services to Dominion in connection with the transaction.

For additional information related to this announcement, please visit http://www.dom.com/news/gas2006/pdf/pr0302.pdf.

Dominion is one of the nation's largest producers of energy, with a portfolio of about 28,100 megawatts of generation, about 6.3 trillion cubic feet equivalent of proved natural gas reserves and 7,800 miles of natural gas transmission pipeline. Dominion also operates the nation's largest underground natural gas storage system with more than 950 billion cubic feet of storage capacity and serves retail energy customers in nine states. For more information about Dominion, visit the company's Web site at www.dom.com.

This release contains forward-looking statements, including our expectations for timing of the completion of the divestiture of Dominion Peoples and Dominion Hope and the impact of the divestiture on our future earnings, that are subject to various risks and uncertainties. Factors that could cause actual results to differ materially from management's projections, forecasts, estimates and expectations may include factors that are beyond the company's ability to control or estimate precisely, such as the timing of the receipt of regulatory approvals in connection with the divestiture, conditions required in connection with regulatory approvals and our operation of Dominion Peoples and Dominion Hope prior to completion of the divestiture. Factors that may affect our projections generally include realization of and timing of the receipt of expected business interruption insurance proceeds, estimates of future market conditions, estimates of proved and unproved reserves, the company’s ability to meet its production forecasts, the behavior of other market participants, and the effects of hurricanes on our operations, oil and gas production and commodity prices. Other factors include, but are not limited to, weather conditions, governmental regulations, economic conditions in the company's service area, fluctuations in energy-related commodity prices, including changes in the cost of fuel for our regulated electric business, risks of operating businesses in regulated industries that are subject to changing regulatory structures, changes to regulated gas and electric rates recoverable by Dominion, changes to rating agency requirements and ratings, changing financial accounting standards, trading counter-party credit risks, risks related to energy trading and marketing, and other uncertainties. Other risk factors are detailed from time to time in Dominion’s annual report on Form 10-K filed with the Securities & Exchange Commission.

 

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