SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM U5S
ANNUAL REPORT
For the Year Ended December 31, 2003
Filed Pursuant to the
Public Utility Holding Company Act of 1935
by
Energy East Corporation
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TABLE OF CONTENTS |
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Page |
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Item 1. |
System Companies and Investments Therein |
|
|
Item 2. |
Acquisitions or Sales of Utility Assets |
7 |
|
Item 3. |
Issue, Sale, Pledge, Guarantee or Assumption of System Securities |
7 |
|
Item 4. |
Acquisitions, Redemption or Retirement of Securities |
8 |
|
Item 5. |
Investments in Securities of Non-system Companies |
9 |
|
Item 6. |
Officers and Directors |
10 |
|
Item 7. |
Contributions and Public Relations |
16 |
|
Item 8. |
Service, Sales and Construction Contracts |
18 |
|
Item 9. |
Wholesale Generators and Foreign Utility Companies |
20 |
|
Item 10. |
Financial Statements and Exhibits |
21 |
|
Signature |
24 |
|
Item 1. System Companies and Investment Therein as of December 31, 2003
|
|
|
Number of |
% of |
|
|
|
|
Energy East Corporation |
Holding |
|||||
|
LNG Storage Partners (1) |
Holding |
(3) |
16.2% |
$7,958,066 |
$1,291,621 |
|
|
LNG Marketing Partners (2) |
Holding |
(3) |
10% |
$9,072,644 |
$907,264 |
|
|
Energy East Capital Trust I (4) |
Special purpose financing |
426,804 |
100% |
$10,670,103 |
$10,670,103 |
|
|
Energy East Capital Trust II (4) |
* |
- |
100% |
- |
- |
|
|
RGS Energy Group, Inc. (RGS) |
Holding |
1,000 |
100% |
$2,368,527,927 |
$2,368,527,927 |
|
|
New York State Electric & |
Electric and |
64,508,477 |
100% |
$962,327,092 |
$962,327,092 |
|
|
Rochester Gas and Electric |
Electric and |
34,506,513 |
100% |
$754,413,201 |
$754,413,201 |
|
|
Energetix, Inc. (Energetix) |
Electricity and |
100 |
100% |
$8,841,063 |
$8,841,063 |
|
|
RGS Development Corporation |
* |
100 |
100% |
$100 |
$100 |
|
|
|
|
Number of |
% of |
|
|
|
Connecticut Energy |
Holding |
1,000 |
100% |
$451,518,313 |
$451,518,313 |
|
Unsecured debt (6) |
$6,344,669 |
$6,344,669 |
|||
|
The Southern Connecticut |
Natural gas |
1,407,072 |
100% |
$438,800,601 |
$438,800,601 |
|
CNE Energy Services Group, |
Energy products |
1,000 |
100% |
$24,924,933 |
$24,924,933 |
|
Unsecured debt (6) |
$2,772,086 |
$2,772,086 |
|||
|
LNG Storage Partners (1) |
Holding |
(3) |
74.5% |
$7,958,066 |
$5,855,472 |
|
Total Peaking Services, |
Natural gas |
(3) |
100% |
$4,853,564 |
$7,911,341 |
|
LNG Marketing Partners |
Holding |
(3) |
80% |
$9,072,644 |
$7,328,348 |
|
CNE Peaking, LLC |
Firm in-market |
(3) |
100% |
$5,751,157 |
$9,047,445 |
|
Energy East Enterprises, Inc. |
Energy-related |
26 |
100% |
$23,662,177 |
$23,662,177 |
|
New Hampshire Gas |
Energy services |
25 |
100% |
$1,772,397 |
$1,772,397 |
|
Seneca Lake Storage, Inc. |
Natural gas |
1 |
100% |
$657,535 |
$657,535 |
|
Maine Natural Gas |
Natural gas |
10 |
100% |
$21,342,665 |
$21,342,665 |
|
|
|
Number of |
% of |
|
|
|
The Energy Network, Inc. |
Energy-related |
5,444 |
100% |
$39,500,303 |
$39,500,303 |
|
Unsecured debt (6) |
$13,000,000 |
$13,000,000 |
|||
|
Energy East Solutions, Inc. |
Electricity and |
100 |
100% |
$20,143,687 |
$20,143,687 |
|
Unsecured debt (6) |
$2,439,318 |
$2,439,318 |
|||
|
NYSEG Solutions, Inc. |
Electricity and |
26 |
100% |
$5,768,982 |
$5,768,982 |
|
Energy East |
Exempt |
340 |
100% |
$2,058,783 |
$2,058,783 |
|
Dominion Telecom East, |
Exempt |
(3) |
50% |
$1,943,688 |
$971,844 |
|
Cayuga Energy, Inc. |
Energy-related |
8 |
100% |
$29,615,795 |
$29,615,795 |
|
PEI Power II, LLC |
Peaking |
(3) |
50.1% |
$23,775,915 |
$11,911,733 |
|
|
|
Number of |
% of |
|
|
|
Carthage Energy, LLC |
Peaking |
(3) |
100% |
$5,502,393 |
$5,502,393 |
|
Unsecured debt (7) |
$2,880,415 |
$2,880,415 |
|||
|
South Glens Falls Energy, |
Peaking |
(3) |
85% |
$1,848,764 |
$1,570,325 |
|
Unsecured debt (7) |
$6,425,080 |
$6,425,080 |
|||
|
Energy East Management |
Service |
10 |
100% |
$28,902,339 |
$28,902,339 |
|
CMP Group, Inc. |
Holding |
1,000 |
100% |
$697,373,964 |
$697,373,964 |
|
LNG Storage Partners (1) |
Holding |
(3) |
9.3% |
$7,958,066 |
$740,740 |
|
LNG Marketing Partners (2) |
Holding |
(3) |
10% |
$9,072,644 |
$907,264 |
|
Central Maine Power |
Electric utility |
31,211,471 |
100% |
$659,330,998 |
$659,330,998 |
|
Maine Electric Power |
Electric |
6,877 |
78.3% |
$11,318,200 |
$9,833,489 |
|
NORVARCO |
Electric utility |
5,000 |
100% |
$855,162 |
$855,162 |
|
Chester SVC Partnership |
Electric utility |
(3) |
50% |
- |
- |
|
Central Securities |
Real estate |
10 |
100% |
$2,591,604 |
$2,591,604 |
|
Cumberland Securities |
Real estate |
110 |
100% |
$2,279,134 |
$2,279,134 |
|
Maine Yankee Atomic |
Nuclear |
139,954 |
38% |
$44,191,406 |
$16,484,004 |
|
MaineCom Services |
Exempt |
10,000 |
100% |
$7,560,632 |
$7,560,632 |
|
The Union Water-Power |
Utility services, |
7,300 |
100% |
$22,843,906 |
$22,843,906 |
|
Maine Power |
* |
1,000 |
100% |
$100,000 |
$100,000 |
|
|
|
Number of |
% of |
|
|
|
CTG Resources, Inc. |
Holding |
1,000 |
100% |
$371,955,389 |
$371,955,389 |
|
Connecticut Natural Gas |
Natural gas |
10,634,496 |
100% |
$362,379,564 |
$362,379,564 |
|
TEN Companies, Inc. |
Energy services |
1,000 |
100% |
$49,723,156 |
$49,723,156 |
|
The Hartford Steam |
Heating and |
621 |
100% |
$43,380,218 |
$43,380,218 |
|
TEN Transmission |
Natural gas |
1 |
100% |
$18,455,393 |
$18,455,393 |
|
Berkshire Energy Resources |
Holding |
1,000 |
100% |
$106,269,582 |
$106,269,582 |
|
The Berkshire Gas Company |
Natural gas |
100 |
100% |
$106,736,856 |
$106,736,856 |
|
Berkshire Propane, Inc. |
Liquefied petroleum |
100 |
100% |
- |
- |
|
Utility Shared Services |
Utility services |
- |
100% |
- |
- |
Footnotes to Item 1.
* Inactive subsidiary
(1) LNG Storage Partners is owned by Energy East Corporation (16.2%), CMP Group, Inc. (9.3%) and CNE Energy Services Group, Inc. (74.5%).
(2) LNG Marketing Partners is owned by Energy East Corporation (10%), CMP Group, Inc. (10%) and CNE Energy Services Group, Inc. (80%).
(3) Noncorporate subsidiary (partnership, limited partnership or limited liability company) see table below.
|
Company Name |
Type of Business |
Investment Type |
|
LNG Storage Partners |
Partnership |
Equity Investment by Energy East |
|
LNG Marketing Partners |
Partnership |
Equity Investment by Energy East |
|
Total Peaking Services, LLC |
Limited liability company |
Consolidated |
|
CNE Peaking, LLC |
Limited liability company |
Consolidated |
|
Dominion Telecom East, LLC |
Limited liability company |
Equity Investment |
|
PEI Power II, LLC |
Limited liability company |
Consolidated |
|
Carthage Energy, LLC |
Limited liability company |
Consolidated |
|
South Glens Falls Energy, LLC |
Limited liability company |
Consolidated |
|
Chester SVC Partnership |
Partnership |
Consolidated |
(4) Energy East Capital Trust I & II (Capital Trusts) were incorporated in Delaware in 2001 as financing entities. In 2003 Energy East adopted the provisions of Financial Accounting Standards Board Interpretation No. 46 (revised December 2003) (FIN 46R) and no longer includes Capital Trust I in its consolidated financial statements as of December 31, 2003. Please refer to the Energy East Annual Report on Form 10-K for 2003, Exhibit No. 12-1 and Exhibit No. 12-2 for the effect of deconsolidation on the Ratio of Earnings to Fixed Charges.
(5) Utility Shared Services Corporation was incorporated on September 17, 2003, under the laws of the state of Delaware to provide certain operating services to system utility subsidiaries. No investment had incurred by December 31, 2003.
(6) Unsecured debt is at 2.0% and is due upon demand.
(7) Unsecured debt is at prime plus 2.0% and is due upon demand.
General Notes to Item 1.
CNE Venture-Tech Inc. was merged into CNE Energy Services Group, Inc. in 2003.
South Jersey Energy Solutions, LLC membership interests were sold in 2003.
New England Investment Corporation, New England Business Trust and New England Security Corporation were dissolved in December 2003.
CNG Real Estate Associates, LLC was dissolved in 2003.
Downtown Cogeneration Associates, LP was dissolved in 2003.
The assets of Berkshire Propane, Inc., a subsidiary of Berkshire Energy Resources, were sold to Osterman Propane, Inc. on May 19, 2003, and November 3, 2003, and to Main Brothers Oil Company, Inc. on October 15, 2003.
Sugar Creek Corporation and Griffith Oil Co., Inc., subsidiaries of Energetix, Inc. were sold to Sugar Creek Acquisition Corporation on October 24, 2003. The following subsidiaries were sold with Griffith Oil Co., Inc. in 2003: Seimax Gas Corporation, Griffith Energy Management, Inc., Moore Bros. Oil Co., Inc., McKee Road Corporation, Burnwell Gas of Canada LTD, Avrimac Corp. and Burnwell Gas Distributors, Inc.
Item 2. Acquisitions or Sales of Utility Assets
Information concerning acquisitions or sales of utility assets by system companies, which involved consideration of more than $1 million, not reported in a certificate filed pursuant to Rule 24, during the period of January 1, 2003, through December 31, 2003, is as follows:
Acquisitions: None
Sales: None
Item 3.
Issue, Sale, Pledge, Guarantee or Assumption of System Securities during the periodNone, except as reported in certificates filed pursuant to Rule 24 and Form U-6B-2 for the year ended December 31, 2003.
Item 4. Acquisitions, Redemption or Retirement of Securities
|
|
|
|
Extinguished |
|
|
The Berkshire Gas Company |
Commercial Note 3.3275% |
$4,705,400 |
Extinguished |
42 |
|
The Southern Connecticut Gas Company |
Medium-Term Note 5.95% |
$3,000,000 |
Held |
42 |
|
TEN Companies, Inc. |
Secured Term Note, at 6.99% Due 2009 |
$5,000,000 |
Extinguished |
42 |
|
NYSEG |
7.55% first mortgage bonds |
$50,000,000 |
Extinguished |
42 |
|
NYSEG |
7.45% FMB, |
$23,000,000 |
Extinguished |
42 |
|
NYSEG |
7.45% FMB, |
$77,000,000 |
Extinguished |
42 |
|
Rochester Gas and Electric |
Secured Term Note, at 7.00% |
$79,935,203 |
Extinguished |
42 |
|
Rochester Gas and Electric |
Mortgage Bonds FMB, 7.15% |
$39,000,000 |
Extinguished |
42 |
|
Rochester Gas and Electric |
7.15% FMB, |
$1,000,000 |
Extinguished |
42 |
|
Rochester Gas and Electric |
6.375% FMB, |
$40,000,000 |
Extinguished |
42 |
|
Central Maine Power Company |
8.16%, January 1, 2005 |
$9,928,960 |
Mandatory |
42 |
|
Central Maine Power Company |
Medium Term Note Series E |
$50,000,000 |
Extinguished |
42 |
|
NORVARCO |
Limited Recourse Senior |
$1,103,376 |
Mandatory |
42 |
|
NORVARCO |
Limited Recourse Senior |
$79,714 |
Mandatory |
42 |
|
Connecticut Natural Gas |
8.00% Noncallable Series Preferred |
$128 |
Redeemed |
42 |
|
The Berkshire Gas Company |
4.80% Series Preferred |
$7,500 |
Redeemed |
42 |
Item 5. Investments in Securities of Nonsystem Companies
1. Aggregate amount of investment in persons operating in the retail service area of the owners, or of its subsidiaries.
|
|
|
|
Number of |
% of |
|
|
|
Central Maine |
Yankee Atomic |
Nuclear generator - |
729 |
9.5% |
$1,016,000 |
$96,507 |
|
Central Maine |
Connecticut Yankee |
Nuclear generator - |
21,000 |
6% |
$53,309,840 |
$2,754,725 |
|
Central Maine |
Vermont Yankee |
Purchase |
16,001 |
4% |
$4,774,322 |
$301,230 |
|
TEN Companies, |
Iroquois |
Gas |
None |
4.9% |
$306,446,934 |
$18,671,027 |
|
CNE Energy |
Nth Power |
Energy-related |
None |
7.9% |
$11,330,461 |
$1,028,738 |
(1) Vermont Yankee Nuclear Power Corporation sold the Vermont Yankee nuclear power station to Entergy Corporation on July 31, 2002. In doing so, Central Maine Power also sold its 4% ownership interest in the Vermont Yankee nuclear power station to Entergy Corporation. Central Maine Power continues to have a purchase power contract to purchase electricity from Vermont Yankee Nuclear Power Corporation.
2. Supplemental information with respect to securities owned not included in category 1.
None.
Item 6. Officers and Directors - As of December 31, 2003
Legend of Abbreviations
|
AC |
Assistant Clerk |
|
ACO |
Assistant Controller |
|
AS |
Assistant Secretary |
|
AT |
Assistant Treasurer |
|
BOT |
Board of Trustees |
|
C |
Controller or Chief Accounting Officer |
|
CB |
Chairman of the Board |
|
CEO |
Chief Executive Officer |
|
CFO |
Chief Financial Officer |
|
CL |
Clerk |
|
COO |
Chief Operating Officer |
|
D |
Director |
|
EC |
Executive Committee |
|
EVP |
Executive Vice President |
|
GC |
General Counsel |
|
M |
Manager |
|
MC |
Management Committee |
|
P |
President |
|
S |
Secretary |
|
SVP |
Senior Vice President |
|
T |
Treasurer |
|
VP |
Vice President |
Address Codes
|
(a) |
Carrigg Center-Corporate Drive, P.O. Box 5224, Binghamton, NY 13902-5224 |
|
(b) |
1387 Ithaca-Dryden Road, Ithaca, NY 14850-8810 |
|
(c) |
217 Commercial Street, Portland, ME 04101 |
|
(d) |
P.O. Box 12904, Albany, NY 12212-2904 |
|
(e) |
Stephens Square, 81 State Street, Binghamton, NY 13901 |
|
(f) |
89 East Avenue, Rochester, NY 14649 |
|
(g) |
855 Main Street, Bridgeport, CT 06604 |
|
(h) |
321 Old Ferry Road, Wiscasset, ME 04578 |
|
(i) |
100 Columbus Boulevard, Hartford, CT 06144-1500 |
|
(j) |
115 Cheshire Road, Pittsfield, MA 01201 |
|
(k) |
9106 McDonald Drive, Bethesda, MD 20817 |
|
(l) |
83 Edison Drive, Augusta, ME 04336 |
|
(m) |
209 State Street, P.O. Box 1209, Presque Isle, ME 04769 |
|
(n) |
33 State Street, P.O. Box 932, Bangor, ME 04401 |
|
(o) |
77 Grove Street, Rutland, VT 05701 |
|
(p) |
800 Boylston Street P-1603, Boston, MA 02199 |
|
(q) |
P.O. Box 300, Seabrook, NH 03874 |
|
(r) |
526 Western Avenue, Augusta, ME 04330 |
|
(s) |
25 Research Drive, Westborough, MA 01582 |
|
(t) |
52 Farm View Drive, New Gloucester, ME 04260 |
Part I. Names, Principal Business Address, Positions Held as of December 31, 2003
|
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NEW YORK |
|
|
CNE |
|
|
Allessio, Robert M. (j) |
VP, D |
|||||
|
Ammann, Jr., Vincent L. (g) |
VP, T, D |
|||||
|
Aurelio, Richard (a) |
D |
|||||
|
Benson, Richard R. (b) |
VP |
|||||
|
Cables, Robert A. (g) |
VP, S |
|||||
|
Call, Curtis I. (t) |
ACO |
|||||
|
Carrigg, James A. (a) |
D |
|||||
|
Castiglia, Joseph J. (a) |
D |
|||||
|
Conroy, Michael H. (f) |
VP |
|||||
|
DeFleur, B. Lois (a) |
D |
|||||
|
DiTommaso, Francis (a) |
VP |
|||||
|
DuBrava, Elaine T. (a) |
S |
|||||
|
Eastman, Michael D. (a) |
VP |
|||||
|
German, Michael I. (i) |
D, P |
|||||
|
Howard, G. Jean (a) |
D |
|||||
|
Jagger, David M. (a) |
D |
|||||
|
Janczewski, Janet L. (g) |
S |
|||||
|
Jasinski, Kenneth M. (d) |
D, EVP, CFO |
EVP, CFO |
D |
D, EVP, CFO |
D |
|
|
Keeler, John M. (a) |
D |
|||||
|
Kelley, Tim D. (g) |
VP |
|||||
|
Kump, Robert D. (d) |
VP, T, S |
VP, T, S |
VP, S, T |
|||
|
Lahtinen, James A. (f) |
VP |
|||||
|
Laurito, James P.(f) |
D, P |
D |
||||
|
Lynch, Ben E. (a) |
D |
|||||
|
McClain, F. Michael (c) |
VP |
|||||
|
Moynihan, Peter J. (a) |
D |
|||||
|
Neville, Patrick T. (f) |
VP |
|||||
|
Olson, Clif B. (f) |
VP |
|||||
|
Raines, Jessica S. (f) |
VP |
|||||
|
Reis, William (i) |
VP |
|||||
|
Rich, Walter G. (a) |
D |
|||||
|
Rude, Robert E. (d) |
VP, C |
VP, C |
VP, C |
|||
|
Sparks-Beddoe, Angela M. (a) |
VP |
|||||
|
Syta, Joseph J. (f) |
T, C |
|||||
|
Taylor, Carl A. (e) |
D, P |
|||||
|
Turner, Teresa M. (a) |
VP |
|||||
|
von Schack, Wesley W. (d) |
D, P, CEO |
D, CB, P, CEO |
D |
D, CB, P, CEO |
D |
|
|
Wickham, Denis E. (a) |
D, EVP, COO |
|
|
MAINE NATURAL |
|
|
|
|
Beaudoin, Mark R. (e) |
VP |
|||
|
Benson, Richard R. (b) |
D |
D |
||
|
Call, Curtis, I. (t) |
T |
T, S |
||
|
German, Michael I. (i) |
D, P |
D, P |
||
|
Jasinski, Kenneth M. (d) |
D |
D |
||
|
Kump, Robert D. (d) |
S, T |
VP, S, CFO |
||
|
Mahoney, R. Scott (l) |
CL |
|||
|
McClain, F. Michael (c) |
D |
|||
|
Quimby, Darrel R. (l) |
VP, S, CL |
|||
|
Taylor, Carl A. (e) |
D, P |
P, D |
||
|
von Schack, Wesley W. (d) |
D |
D |
||
|
Zink, Karen L. (j) |
T |
|
ENERGY |
|
|
CENTRAL |
MAINE |
|
|
|
|
Benson, Richard R. (b) |
D |
||||||
|
Burns Sara J. (l) |
P, D |
P, D |
P, D |
||||
|
Call, Curtis I. (t) |
D, T, S |
T, S |
AT |
T, VP, C |
|||
|
Case, Kathleen A. (l) |
VP |
||||||
|
Coppola, Michael (e) |
P |
||||||
|
Cyr, William (m) |
D, VP |
||||||
|
German, Michael I. (i) |
D, P |
||||||
|
Herling, Douglas A. (l) |
VP |
||||||
|
Huskilson, C. (l) |
D |
||||||
|
Jasinski, Kenneth M. (d) |
D,EVP,CFO |
D |
|||||
|
Kump, Robert D. (d) |
VP,T, S |
S |
|||||
|
Mahoney, R. Scott (l) |
CL |
S, CL |
S,CL |
S, CL |
|||
|
Masti, Hank G. (a) |
D |
||||||
|
Michaud, Rachel M. (l) |
T |
T |
|||||
|
Robinson, Stephen G. (l) |
VP |
||||||
|
Rude, Robert E. (d) |
D |
VP,C |
|||||
|
Smith, Hariph M. (n) |
D |
||||||
|
Taylor, Carl A. (e) |
D |
D, P |
|||||
|
von Schack, Wesley W. (d) |
D, CB, P,CEO |
D |
|||||
|
Zink, Karen L. (j) |
T |
|
CENTRAL |
CUMBERLAND |
|
|
|
|
|
Benson, Richard R. (b) |
D |
||||
|
Boyles, Brent M. (h) |
D |
||||
|
Brown, Kent R. (o) |
D |
||||
|
Burke, Raymond (h) |
VP |
||||
|
Burns Sara J. (l) |
P, COO, D |
P, COO, D |
D |
||
|
Call, Curtis I. (t) |
T, D |
T, D |
D |
D |
T, S |
|
Cariani, Paul R. (m) |
D |
||||
|
Case, Kathleen A. (l) |
D |
D |
|||
|
Chuddy, Barry (h) |
D |
||||
|
DeAngelo, Robert J. (h) |
D |
||||
|
Fay, Joseph D. (o) |
AS, C |
S,CL |
|||
|
Feigenbaum, Ted C. (q) |
P |
||||
|
Finn, William M. (l) |
S |
||||
|
Greenman, Frederic E. (s) |
D |
||||
|
Guerrette, Carrie D. (h) |
T |
||||
|
Hager, Michael J. (h) |
D |
||||
|
Hass, William S. (h) |
D |
||||
|
Kacich, Richard M. (h) |
D |
||||
|
Kenyon, Bruce D. (h) |
D |
||||
|
Kump, Robert D. (d) |
D |
||||
|
Linscott, Susan (r) |
T |
||||
|
Mahoney, R. Scott (l) |
S, CL |
S, CL |
D |
||
|
Martin, Robert H. (p) |
D |
||||
|
McClain, F. Michael (c) |
D |
D |
|||
|
Meisner, Michael J. (h) |
VP, COO |
||||
|
Moynihan, Peter J. (a) |
D |
||||
|
Murley, Dr. Thomas E. (k) |
D |
||||
|
Poulin, Gerald C. (l) |
D, CB |
||||
|
Powderly, Robert C. (s) |
D |
||||
|
Ramsauer, Kirk L. (s) |
D |
||||
|
Taylor, Carl A. (e) |
D, P |
D, P |
|||
|
Thomas, Michael E. (h) |
VP, CFO |
|
|
UNION |
|
|
|
|
|
|
Allessio, Robert M. (j) |
VP, D |
BOT, P, CEO |
D, P, CEO, T |
|||
|
Ammann, Jr., Vincent L. (g) |
VP, T, D |
|||||
|
Clark, Cheryl M. (j). |
CL |
|||||
|
Fallona, John F. (r) |
P,D |
|||||
|
Fay, Joseph D. (o) |
S, CL |
|||||
|
German, Michael I. (i) |
D, P |
|||||
|
Janczewski, Janet L. (g) |
S |
|||||
|
Jasinski, Kenneth M. (d) |
D, EVP,CFO |
D |
BOT |
D |
||
|
Kelley, Tim D. (g) |
VP |
|||||
|
Kump, Robert D. (d) |
VP, T, S |
VP,T, S |
||||
|
Laurito, James P. (f) |
D |
|||||
|
Linscott, Susan (r) |
T |
|||||
|
McClain, F. Michael (c) |
D |
|||||
|
Reis, William (i) |
VP |
|||||
|
Rude, Robert E. (d) |
VP, C |
VP,C |
||||
|
Taylor, Carl A. (e) |
D |
D, P |
||||
|
von Schack, Wesley W. (d) |
D, CB, P, CEO |
D |
BOT |
D |
||
|
Zink, Karen L. (j) |
VP |
|
|
ROCHESTER |
|
|
|
|
Allessio, Robert M. (j) |
||||
|
Benson, Richard R. (b) |
D |
|||
|
Call, Curtis I. (t) |
T, S |
|||
|
Clark, Cheryl M. (j) |
||||
|
Clark, Jeff R. (f) |
S |
|||
|
Conroy, Michael H. (f) |
VP |
|||
|
DiStefano, J.T. (f) |
VP |
|||
|
DiTommaso, Francis (a) |
VP |
|||
|
Eastman, Michael D. (a) |
VP |
|||
|
Irish, David J. (f) |
VP |
|||
|
Jasinski, Kenneth M. (d) |
D |
D |
D |
|
|
Kump, Robert D. (d) |
VP, S, T |
P, T, S |
||
|
Lahtinen, James A. (f) |
VP |
|||
|
Laurito, James P. (f) |
D, P, CEO |
D, P |
||
|
Mecredy, Robert C. (f) |
VP |
|||
|
Olson, Clifton B. (f) |
D |
|||
|
Syta, Joseph J. (f) |
C, T |
|||
|
Taylor, Carl A. (e) |
D, P |
|||
|
Turner, Teresa M. (a) |
VP |
|||
|
von Schack, Wesley W. (d) |
D |
D |
D |
D |
|
Wickham, Denis E. (a) |
D, EVP, COO |
|||
|
Widay, Joseph A. (f) |
VP |
Part II. Financial Connections as of December 31, 2003
|
Name of Officer or |
Name and Location of |
Position Held in |
Applicable |
|
Wesley W. von Schack |
Mellon Financial Corporation |
Director |
Rule 70(b) |
Part III. Compensation and Other Related Information
(a), (b), (c) and (e) Compensation of directors and executive officers of system companies, directors' and executive officers' interests in securities of system companies, directors' and executive officers' contracts and transactions with system companies and participation in bonus and profit-sharing arrangements and other benefits are contained in:
Energy East Corporation's proxy statement, which was filed on April 26, 2004, on pages 14 through 23 which is incorporated by reference.
Central Maine Power Company's Annual Report on Form 10-K, page 169, for the year ended December 31, 2003, File No. 1-5139.
New York State Electric & Gas Corporation's Annual Report on Form 10-K, page 169, for the year ended December 31, 2003, File No. 1-3103-2.
Rochester Gas and Electric Corporation's Annual Report on Form 10-K, page 169, for the year ended December 31, 2003, File No. 1-672.
(d) Directors' and Executive Officers' Indebtedness to System Companies:
None.
(f) Directors' and Executive Officers' Rights to Indemnity.
The state laws under which each of Energy East Corporation and its domestic direct and indirect subsidiaries is incorporated provide broadly for indemnification of directors and officers against claims and liabilities against them in their capacities as such. See By-Law 33 of Energy East Corporation's By-Laws as amended, effective April 12, 2001. On April 8, 2004, the third paragraph of By-Law No. 10 of the Corporation was amended to read as follows: "No director who shall have attained the age of 70 shall stand for reelection as a director; provided, however, that such age limitation shall not apply in connection with the election of directors at the 2004 Annual Meeting of Stockholders."
Item 7. Contributions and Public Relations
1. Energy East Corporation and its subsidiaries have established political action committees and have incurred certain costs in accordance with the provisions of the Federal Election Campaign Act, for the administration of such committees.
2. Expenditures, disbursements or payments for the account of any citizens group or public relations counsel are as follows:
|
Company |
Beneficiary |
Purpose |
Account |
Amount |
|
Berkshire Gas Company |
John Bartley |
Lobbying activities |
Expenditures for |
$24,996 |
|
Connecticut Natural |
Killeen Donohue & Jaff |
Lobbying activities |
Expenditures for |
$69,100 |
|
Connecticut Natural |
The O'Leary Group |
Lobbying activities |
Expenditures for |
$26,500 |
|
The Southern Connecticut |
The O'Leary Group |
Lobbying activities |
Expenditures for |
$26,500 |
|
The Southern Connecticut |
Daniel Gilman |
Lobbying activities |
Expenditures for |
$58,300 |
|
New York State Electric & |
Southern Tier Economic Growth |
Economic development |
Miscellaneous |
$17,400 |
|
New York State Electric & |
Sullivan County |
Economic development |
Miscellaneous |
$16,000 |
|
New York State Electric & |
Buffalo Niagara Enterprise |
Economic development |
Miscellaneous |
$30,000 |
|
Company |
Beneficiary |
Purpose |
Account |
Amount |
|
Rochester Gas and Electric |
Greater Rochester |
Economic development |
Donations |
$50,000 |
|
Rochester Gas and Electric |
High Tech Rochester |
Economic development |
Donations |
$29,000 |
|
Rochester Gas and Electric |
Start-up Resource Awards Program |
Economic development |
Donations |
$20,000 |
|
Rochester Gas and Electric |
Enterprise Foundation |
Economic development |
Donations |
$10,000 |
|
Rochester Gas and Electric |
Rochester Downtown |
Economic development |
Donations |
$5,000 |
|
Rochester Gas and Electric |
Monroe County Industrial |
Economic development |
Donations |
$5,000 |
Item 8. Services, Sales and Construction Contracts
Part I. Contracts for services, including engineering or construction services or goods supplied or sold by a system company to another system company are as follows:
|
Transaction |
|
|
|
|
Contract In |
|
Materials and |
New York State Electric |
Energy East |
$153,154 |
6/98 |
Yes |
|
Materials and |
Energy East |
New York State Electric |
$136,797 |
7/98 |
Yes |
|
Services and |
New York State Electric |
Rochester Gas and |
$4,034,981 |
4/03 |
Yes |
|
Materials and |
New York State Electric |
Maine Natural Gas |
$131,394 |
1/03 |
Yes |
|
Customer Bill |
New York State Electric |
The Southern |
$501,185 |
3/03 |
Yes |
|
Customer Billing |
New York State Electric |
The Berkshire Gas |
$199,975 |
1/03 |
Yes |
|
Right of Occupancy |
New York State Electric |
Dominion Telecom |
$230,533 |
10/99 |
Yes |
|
Gas Procurement |
CNE Energy Services |
Energy East Solutions, |
$636,000 |
7/99 |
Yes |
|
Management |
The Berkshire Gas |
Berkshire Propane, Inc. |
$57,294 |
1/03 |
No |
|
Dispatch, Technical, |
The Berkshire Gas |
Berkshire Propane, Inc. |
$116,298 |
1/03 |
No |
|
Management |
The Berkshire Gas |
The Southern |
$128,961 |
1/03 |
Yes |
|
Management |
The Berkshire Gas |
Connecticut Natural |
$128,821 |
1/03 |
Yes |
|
Transaction |
|
|
|
|
Contract In |
|
Gas Procurement, |
The Southern |
The Berkshire Gas |
$171,843 |
1/03 |
Yes |
|
Gas Procurement, |
Connecticut Natural Gas |
The Berkshire Gas |
$71,426 |
1/03 |
Yes |
|
Support Services |
The Berkshire Gas |
Maine Natural Gas |
$23,453 |
1/03 |
Yes |
|
Support Services |
The Berkshire Gas |
New Hampshire Gas |
$8,991 |
1/03 |
Yes |
|
Management |
Connecticut Natural |
The Southern |
$1,675,533 |
1/03 |
Yes |
|
Management |
Connecticut Natural |
TEN Companies, Inc. |
$108,410 |
1/03 |
Yes |
|
Administrative |
The Southern |
Total Peaking Services, |
$1,142,772 |
4/96 |
Yes |
|
Management |
The Southern |
Connecticut Natural |
$1,892,126 |
1/03 |
Yes |
|
Support Services |
Rochester Gas and |
Energetix, Inc. |
$1.080,312 |
7/02 |
Yes |
|
Rent |
Rochester Gas and |
Energetix, Inc. |
$102,000 |
7/02 |
Yes |
|
Support Services |
Rochester Gas and |
New York State Electric |
$2,589,206 |
1/03 |
Yes |
|
Support Services |
Rochester Gas and |
Berkshire Gas |
$322,782 |
4/03 |
Yes |
|
Support Services |
Central Maine Power |
CMP Group, Inc. |
$185,407 |
3/03 |
Yes |
|
Support Services |
Central Maine Power |
Rochester Gas and |
$945,534 |
4/03 |
Yes |
|
Support Services |
Central Maine Power |
Maine Electric Power |
$713,245 |
4/03 |
Yes |
|
Rent |
Central Maine Power |
Maine Electric Power |
$6,206 |
1/02 |
Yes |
|
Transaction |
|
|
|
|
Contract In |
|
Support Services |
Central Maine Power |
Union Water Power |
$1,236,344 |
3/03 |
Yes |
|
Support Services |
Central Maine Power |
MaineCom Services |
$66,580 |
3/03 |
Yes |
|
Rent |
Central Maine Power |
MaineCom Services |
$357,254 |
9/97 |
Yes |
|
Support Services |
Central Maine Power |
Maine Natural Gas |
$164,582 |
3/03 |
Yes |
|
Support Services |
Maine Electric Power |
Chester SVC Partnership |
$402,618 |
7/00 |
Yes |
|
Utility Services |
Union Water Power |
Central Maine Power |
$2,935,664 |
12/01 |
Yes |
|
Utility Services |
Union Water Power |
MaineCom Services |
$130,986 |
7/00 |
Yes |
Contracts omitted include rent and support services contracts between companies that amounted to less than an aggregate consideration of $100,000 between companies.
Part II. Contracts to purchase services or goods from an affiliate other than a system company or from a company in which any officer or director of the receiving company is a partner or owns 5% or more of any class of equity securities.
None
Part III. Employment of any person by any system company for the performance on a continuing basis of management services.
None
Item 9. Wholesale Generators and Foreign Utility Companies
Part I.
South Glens Falls, LLC: a) South Glens Falls, which is 85% owned by Cayuga Energy, Inc., is located at One Hudson Street, South Glens Falls, NY. Its business address is 81 State Street, Stephens Square, 5th Floor, Binghamton, NY 13901-3110. South Glens Falls is a 63MW, natural gas fired, combined cycle co-generation facility. b) Cayuga Energy has invested $1.6 million in South Glens Falls. Energy East Corporation has no financial obligations. c) See Exhibit I for debt, equity and net income amounts. d) South Glens Falls has consultative, administrative, project management, material procurement, design, cost estimate and support services contracts with Cayuga Energy, Inc. The services provided to South Glens Falls are billed at the cost of time and materials.
Carthage Energy, LLC: a) Carthage Energy, which is 100% owned by Cayuga Energy, Inc., is located at 701 West End Avenue, Carthage, NY. Its business address is 81 State Street, Stephens Square, 5th Floor, Binghamton, NY 13901-3110. Carthage Energy is a 63MW, natural gas fired, combined cycle co-generation facility. b) Cayuga Energy has invested $5.5 million in Carthage Energy. Energy East Corporation has no financial obligations. c) See Exhibit I for debt, equity and net income amounts. d) Carthage Energy has consultative, administrative, project management, material procurement, design and support services contracts with Cayuga Energy, Inc. The services provided to Carthage Energy are billed at the cost of time and material. Cayuga Energy, Inc. has a service agreement with New York State Electric & Gas Corporation, which provides for NYSEG to perform administrative, consultative and support services. The services provided to Carthage and South Glens Falls are billed at the cost of time and materials.
PEI Power II, LLC: a) PEI Power II, which is 50.1% owned by Cayuga Energy, Inc., is located at 170 Power Boulevard, Archbald, PA 18403. Its business address is 81 State Street, Stephens Square, 5th Floor, Binghamton, NY 13901-3110. PEI Power II is a 45MW, natural gas-fired facility. b) Cayuga Energy has invested $11.9 million in PEI Power II. c) See Exhibit I for debt, equity and net income amounts. d) PEI Power II has a support services contract with New York State Electric & Gas Corporation. The services provided to PEI Power II are billed at the cost of time and materials.
Energy East has no foreign utility companies.
Part II. Organization chart showing the relationship of each exempt wholesale generator and foreign utility company to other system companies. - See Exhibit H.
Part III. Amount of aggregate investment in exempt wholesale generators $19.0 million.
Ratio of aggregate investment in exempt wholesale generators to aggregate capital investment in domestic public utility subsidiaries 1%.
Item 10. Financial Statements and Exhibits
Financial Statements
Consolidating financial statements are listed in Exhibit F. These consolidating financial statements are not covered by the independent accountants' reports, which have been incorporated by reference from Form 10-K into this Form U5S.
EXHIBITS
|
Exhibit A |
|
|
A-1 |
Annual Report of Energy East Corporation on Form 10-K for the year ended December 31, 2003, - File No. 1-14766 and incorporated herein by reference. |
|
A-2 |
Annual Report of Central Maine Power Company on Form 10-K for the year ended December 31, 2003, - File No. 1-5139 and incorporated herein by reference. |
|
A-3 |
Annual Report of New York State Electric & Gas Corporation on Form 10-K for the year ended December 31, 2003, - File No. 1-3103-2 and incorporated herein by reference. |
|
A-4 |
Annual Report of Rochester Gas and Electric Corporation on Form 10-K for the year ended December 31, 2003, - File No.1-672 and incorporated herein by reference. |
|
Exhibit B |
|
|
B-1 |
Restated Certificate of Incorporation of Energy East Corporation pursuant to Section 807 of the Business Corporation Law filed in the Office of the Secretary of State of the State of New York on April 23, 1998, included as Exhibit 3-1 in Energy East Corporation's Annual Report on Form 10-K for the year ended December 31, 2003, - File No. 1-14766 and incorporated herein by reference. |
|
B-2 |
Certificate of Amendment of the Certificate of Incorporation filed in the Office of the Secretary of State of the State of New York on April 26, 1999 - included as Exhibit 3-2 in Energy East Corporation's Annual Report on Form 10-K for the year ended December 31, 2003, - File No. 1-14766 and incorporated herein by reference. |
|
B-3 |
By-laws of Energy East Corporation as amended April 12, 2001 - included as Exhibit 3-3 in Energy East Corporation's Annual Report on Form 10-K for the year ended December 31, 2003, - File No. 1-14766 and incorporated herein by reference. On April 8, 2004, the third paragraph of By-Law No. 10 of the Corporation was amended to read as follows: "No director who shall have attained the age of 70 shall stand for reelection as a director; provided, however, that such age limitation shall not apply in connection with the election of directors at the 2004 Annual Meeting of Stockholders." |
|
B-4 |
Articles of Incorporation, as amended, Articles of Amendment to the Articles of Incorporation, and Amended and Restated By-laws of Central Maine Power Company filed as Exhibits 3-1 through 3-3 in Central Maine Power Company's Annual Report on Form 10-K for the year ended December 31, 2003, - File No. 1-5139 and incorporated herein by reference. |
|
B-5 |
Restated Certificate of Incorporation, Certificates of Amendment of the Certificate of Incorporation and By-laws as amended of New York State Electric & Gas Corporation filed as Exhibits 3-1 through 3-5, 3-7 through 3-14 and 3-16 in New York State Electric & Gas Corporation's Annual Report on Form 10-K for the year ended December 31, 2003, - File No. 1-3103-2 and incorporated herein by reference. |
|
B-6 |
Restated Certificate of Incorporation, Certificate of Amendment of the Certificate of Incorporation and By-laws as amended of Rochester Gas and Electric Corporation filed as Exhibits 3-1 through 3-3 in Rochester Gas and Electric Corporation's Annual Report on Form 10-K for the year ended December 31, 2003, - File No. 1-672 and incorporated herein by reference. |
|
Exhibit C |
|
|
C-1 |
Indenture and Supplemental Indentures of New York State Electric & Gas Corporation filed as Exhibits 4-1 through 4-4 in New York State Electric & Gas Corporation's Annual Report on Form 10-K for the year ended December 31, 2003, - File No. 1-3103-2 and incorporated herein by reference. |
|
C-2 |
General Mortgage and Supplemental Indentures of Rochester Gas and Electric Corporation filed as Exhibits 4-1 and 4-2 in Rochester Gas and Electric Corporation's Annual Report on Form 10-K for the year ended December 31, 2003, - File No. 1-672 and incorporated herein by reference. |
|
Exhibit D |
Form of Tax Allocation Agreement filed as Exhibit B in Energy East Corporation's Amendment No. 2 to the Application/Declaration on Form U-1, File No. 070-9609 and incorporated herein by reference. |
|
Exhibit E |
|
|
E-1 |
Consent of PricewaterhouseCoopers LLP |
|
E-2 |
Consent of PricewaterhouseCoopers LLP |
|
E-3 |
Consent of PricewaterhouseCoopers LLP |
|
E-4 |
Consent of PricewaterhouseCoopers LLP |
|
Exhibit F |
|
|
F-1 |
Consolidating Income Statement of Energy East Corporation and subsidiaries. |
|
F-2 |
Consolidating Balance Sheet of Energy East Corporation and subsidiaries. |
|
F-3 |
Consolidating Cash Flow Statement of Energy East Corporation and subsidiaries. |
|
F-4 |
Consolidating Retained Earnings Statement of Energy East Corporation and subsidiaries. |
|
F-5 |
Consolidating financial statements for Energy East Corporation's subsidiaries are filed confidentially pursuant to Rule 104. |
|
Exhibit H |
The relationship of each Exempt Wholesale Generator, in which the system holds an interest, to other system companies is reflected in Item 1. |
|
Exhibit I |
Balance Sheet and Statements of Income and Cash Flows for exempt wholesale generators are filed confidentially pursuant to Rule 104. |
|
S I G N A T U R E
|
|
|
Pursuant to the requirements of the Public Utility Holding Company Act of 1935, as amended, the undersigned company has duly caused this Annual Report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
April 29, 2004 |
Energy East Corporation
By: /s/Robert E. Rude |