Form U-9C-3 6/30/2004 Energy East Corp

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549




FORM U-9C-3



QUARTERLY REPORT PURSUANT TO RULE 58

For the period ended June 30, 2004



Energy East Corporation
__________________________
(Name of registered holding company)

P.O. Box 12904
Albany, NY 12212-2904
_________________________________
(Address of principal executive offices)

 

 

 

GENERAL INSTRUCTIONS
A. Use of Form

1. A reporting company, as defined herein, shall file a report on this form within 60 days after the end of each of the first three quarters, and within 90 days after the end of the fourth quarter, of the fiscal year of the registered holding company. The period beginning on the date of effectiveness of rule 58 and ending at the end of the quarter following the quarter in which the rule becomes effective shall constitute the initial period for which any report shall be filed, if applicable.

2. The requirement to provide specific information by means of this form supersedes and replaces any requirement by order of the Commission to provide identical information by means of periodic certificates under rule 24; but does not so supersede and replace any requirement by order to provide information by means of an annual report on Form U-13-60.

3. Information with respect to reporting companies that is required by Form U-13-60 shall be provided exclusively on that form.

4. Notwithstanding the specific requirements of this form, the Commission may informally request such further information as, in its opinion, may be necessary or appropriate.

B. Statements of Monetary Amounts and Deficits

1. Amounts included in this form and in related financial statements may be expressed in whole dollars, thousands of dollars or hundred thousands of dollars.

2. Deficits and other similar entries shall be indicated by either brackets or parentheses. An explanation
should be provided by footnote.

C. Formal Requirements

This form, including exhibits, shall be filed with the Commission electronically pursuant to Regulation S-T (17 CFR 232.10 et seq.). A conformed copy of each such report shall be filed with each state commission having jurisdiction over the retail rates of a public-utility company that is an associate company of a reporting company. Each report shall provide the name and telephone number of the person to whom inquiries concerning the report should be directed.

D. Definitions

As used in this form, the word "reporting company" means an energy-related company or gas-related company, as defined in rule 58(b). All other words and terms have the same meaning as in the Public Utility Holding Company Act of 1935, as amended, and the rules and regulations thereunder.


ITEM 1 - ORGANIZATION CHART

Instructions.

1. Complete Item 1 only for the first three calendar quarters of the fiscal year of the registered holding company.

2. Under the caption "Name of Reporting Company," list each energy-related and gas-related company and each system company that directly or indirectly holds securities thereof. Add the designation "(new)" for each reporting company of which securities were acquired during the period, and the designation "(*)" for each inactive company.

3. Under the caption "Percentage of Voting Securities Held," state the aggregate percentage of the outstanding voting securities of the reporting company held directly or indirectly by the registered holding company at the end of the quarter.

4. Provide a narrative description of each reporting company's activities during the reporting period.

 





Name of Company




Type of
Business

State of
Organization
Including Date
of
Incorporation





Narrative


% of
Voting
Securities
Held


Energy East Corporation


   LNG Storage Partners


Holding
company

Holding
company


NY
(1997)

(CT)
(2000)


(A)


(B)





16.2% by
Energy East
Corporation, 9.3% by CMP Group, 74.5% by Connecticut
Energy
Corporation

   LNG Marketing Partners

Holding
company

(CT)
(2000)

(C)

10% by
Energy East
Corporation, 10% by CMP Group, 80% by Connecticut
Energy
Corporation

RGS Energy Group, Inc.

Holding
company

NY
(1998)

(D)

100% by
Energy East
Corporation

   Energetix, Inc. (Energetix)

Electricity and
natural gas
marketer and
holding
company

NY
(1976)

(E)

100% by
RGS Energy
Group, Inc.

   RGS Development
   Corporation

*

NY
(1998)

(F)

100% by
RGS Energy
Group, Inc.

 





Name of Company




Type of
Business

State of
Organization
Including Date
of
Incorporation





Narrative


% of
Voting
Securities
Held


Connecticut Energy Corporation
(CEC)


Holding
company


CT
(1999)


(G)


100% by
Energy East
Corporation

   CNE Energy Services Group,
   Inc. (CNE Energy)

Energy products
and services

CT
(1995)

(H)

100% by Connecticut
Energy
Corporation

   Total Peaking Services,
   LLC

Natural gas
storage

DE
(1998)

(I)

100% by
LNG Storage Partners

   Nth Power Technologies
   Fund I, LP

Energy related
Investment

CA
(1996)

(J)

7.9% by CNE Energy
Services Group
Inc.

   CNE Peaking, LLC

Firm in-market
gas supply source

DE
(1998)

(K)

100% by
LNG Marketing
Partners

Energy East Enterprises, Inc.

Energy-related
investment
company

ME
(1998)

(L)

100% by
Energy East
Corporation

   New Hampshire Gas
   Corporation

Energy services
company

NH
(1998)

(M)

100% by
Energy East
Enterprises,
Inc.

   Seneca Lake Storage, Inc.

Natural gas
storage

NY
(1998)

(N)

100% by
Energy East
Enterprises,
Inc.

 





Name of Company




Type of
Business

State of
Organization
Including Date
of
Incorporation





Narrative


% of
Voting
Securities
Held


The Energy Network, Inc.


Energy-related
investment
company


DE
(1992)


(O)


100% by
Energy East
Corporation

   Energy East Solutions, Inc.

Electricity and
natural gas
marketer

DE
(1998)

(P)

100% by
The Energy
Network, Inc.

   NYSEG Solutions, Inc.

Electricity and
natural gas
marketer

NY
(1998)

(Q)

100% by
Energy East Solutions, Inc.

   Cayuga Energy, Inc.

Energy-related
investment
company

DE
(1998)

(R)

100% by
The Energy
Network, Inc.

   PEI Power II, LLC

Peaking
generation

PA
(2000)

(S)

50.1% by
Cayuga
Energy, Inc.

   Carthage Energy, LLC

Peaking
generation

NY
(1998)

(T)

100% by
Cayuga
Energy, Inc.

   South Glens Falls Energy,
   LLC

Peaking
generation

NY
(1998)

(U)

85% by
Cayuga
Energy, Inc.

 

 





Name of Company




Type of
Business

State of
Organization
Including Date
of
Incorporation




State of
Organization


% of
Voting
Securities
Held


CTG Resources, Inc.


Holding
company


CT
(1999)


(V)


100% by
Energy East
Corporation

   TEN Companies, Inc.

Energy services

CT
(1982)

(W)

100% by
CTG
Resources, Inc.

   The Hartford Steam
   Company

Heating and
cooling services

CT
(1961)

(X)

100% by
CTG
Resources, Inc.

   TEN Transmission
   Company

Natural gas
transmission
system

CT
(1986)

(Y)

100% by
CTG
Resources, Inc.

CMP Group, Inc.

Holding
company

ME
(1999)

(Z)

100% by
Energy East
Corporation

   Union Water Power
   Company

Utility services

ME
(1878)

(AA)

100% by
CMP Group, Inc.


*  Inactive subsidiary

(A) Energy East Corporation is a public utility holding company that was organized under the laws of the State of New York. Energy East Corporation is a super-regional energy services and delivery company with operations in New York, Connecticut, Massachusetts, Maine and New Hampshire, with corporate offices in New York and Maine.
(B) LNG Storage Partners is a holding company that owns Total Peaking Services, LLC.
(C) LNG Marketing Partners is a holding company that owns CNE Peaking, LLC.
(D) RGS Energy Group, Inc. is a public utility holding company that was organized under the laws of the State of New York. RGS Energy Group, Inc. became the holding company of Rochester Gas and Electric Corporation in 1999.
(E) Energetix, Inc. markets electricity and natural gas services thought upstate and central New York.
(F) RGS Development Corporation is an inactive corporation.
(G) Connecticut Energy Corporation is a public utility holding company that was organized under the laws of the State of Connecticut.

Notes Continued for Item 1:


(H) CNE Energy Services Group, Inc. has an interest in two small natural gas pipelines that serve power plants in Connecticut. CNE Energy Services Group, Inc. also leases a liquefied natural gas plant that serves the peaking gas markets in the Northeast and has an equity interest in an energy technology venture partnership.
(I) Total Peaking Services, LLC is a natural gas storage company.
(J) Nth Power Technologies Fund I, LP is an energy related investment partnership.
(K) CNE Peaking, LLC is a firm in-market gas supply source.
(L) Energy East Enterprises, Inc. is an energy related investment company that has natural gas companies in New Hampshire, New York and Maine.
(M) New Hampshire Gas Corporation is a natural gas company that serves a small area in New Hampshire.
(N) Seneca Lake Storage, Inc. is a natural gas storage company in New York.
(O) The Energy Network, Inc. is an energy related investment company that owns several natural gas marketing and telecommunication companies.
(P) Energy East Solutions, Inc. sells electricity and natural gas in wholesale and retail markets in the Northeast and Mid-Atlantic regions.
(Q) NYSEG Solutions, Inc. markets electricity and natural gas in central New York.
(R) Cayuga Energy, Inc. owns an electric generation facility that sells power in the New York Independent System Operator and PJM Interconnection, LLC wholesale markets at time of high demand.
(S) PEI Power II, LLC is a peaking generation company in Pennsylvania.
(T) Carthage Energy, LLC is a peaking generation company in New York.
(U) South Glens Falls Energy, LLC is a peaking generation company in New York.
(V) CTG Resources, Inc. is a public utility holding company that was organized under the laws of the State of Connecticut.
(W) TEN Companies, Inc. owns and manages a district heating and cooling network in Hartford, Connecticut.
(X) The Hartford Steam Company is a heating and cooling company in Hartford, Connecticut.
(Y) TEN Transmission Company is a natural gas transmission company.
(Z) CMP Group, Inc. is a public utility holding company that was organized under the laws of the State of Maine. CMP Group, Inc. became the holding company of Central Maine Power Company in 1999.
(AA) Union Water Power Company is a utility services company providing construction, pole setting and other energy services.

ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS

Instruction.
With respect to a transaction with an associate company, report only the type and principal amount of securities involved.


Refer to Energy East Corporation's filing on Form U-6B-2 for the quarter ended June 30, 2004, for Carthage Energy, LLC, Cayuga Energy, Inc. and South Glenn Falls Energy, LLC.

ITEM 3 - ASSOCIATE TRANSACTIONS


Part I - Transactions performed by reporting companies on behalf of associate companies

Instructions.
1. This item is used to report the performance during the quarter of contracts among reporting companies and their associate companies, including other reporting companies, for service, sales and construction. A copy of any such contract not filed previously should be provided as an exhibit pursuant to Item 6.B.

Reporting
Company
Rendering
Services

Associate
Company
Receiving
Services


Types of
Services
Rendered


Direct
Costs
Charged


Indirect
Costs
Charged


Cost
of
Capital


Total
Amount
Billed


CNE Energy Services Group, Inc.


Energy East Solutions


Marketing /
Sales


-


$164,400


-


$164,400 

CNE Energy Services Group, Inc.

TEN Transmission Company

Support Services

$2,324 

-

-

$2,324 

CNE Energy Services Group, Inc.

CNE Peaking, LLC

Marketing / Sales

$31,812 

-

-

$31,812 

CNE Peaking, LLC

Southern Connecticut Gas Company

Natural Gas
Sales

$1,504,705 

-

-

$1,504,705 

Energy East Solutions, Inc.

TEN Companies Inc.

Gas Supply

$1,891,542 

-

-

$1,891,542 

Energy East Solutions, Inc.

PEI Power II, LLC

Gas Supply

$853,555 

-

-

$853,555 

 

Reporting
Company
Rendering
Services

Associate
Company
Receiving
Services


Types of
Services
Rendered


Direct
Costs
Charged


Indirect
Costs
Charged


Cost
of
Capital


Total
Amount
Billed


CNE Energy Services Group, Inc.


Southern Connecticut Gas Company


Retiree Benefits


$1,503 


-


-


$1,503 

NYSEG Solutions, Inc.

New York State Electric & Gas Corporation

Ancillary Services

$981,119 

-

-

$981,119 

PEI Power II, LLC

NYSEG Solutions, Inc.

Electric Supply

$35,069 

-

-

$35,069 

Union Water Power Company

Central Maine Power Company

Construction

$927,462 

-

-

$927,462 

Union Water Power Company

Central Maine Power Company

Locating

$275,652 

-

-

$275,652 

 

Part II - Transactions performed by associate companies on behalf of reporting companies


Instructions.
2. Parts I and II concern transactions performed by reporting companies on behalf of associate companies, and transactions performed by associate companies on behalf of reporting companies, respectively.

Associate
Company
Rendering
Services

Reporting
Company
Receiving
Services


Types of
Services
Rendered


Direct
Costs
Charged


Indirect
Costs
Charged


Cost
of
Capital


Total
Amount
Billed


Southern Connecticut Gas Company


CNE Energy Services Group


Operational Services


$45,659 


-


-


$45,659 

Southern Connecticut Gas Company

CNE Energy Services Group

Gas Supply

$750,316 

-

-

$750,316 

Southern Connecticut Gas Company

TEN Companies Inc.

Legal Services

$1,645 

-

-

$1,645 

Connecticut Natural Gas Corporation

CTG Resources, Inc.

Management Services

$25,000 

-

-

$25,000 

Connecticut Natural Gas Corporation

TEN Companies, Inc.

Operational and Support Services

$239,457 

-

-

$239,457 

Connecticut Natural Gas Corporation

TEN Companies, Inc.

Property Rental

$13,024 

-

-

$13,024 

Rochester Gas and Electric Corporation

Energetix, Inc.

Operational and Support Services

$88,935 

-

-

$88,935

 

 

Associate
Company
Rendering
Services

Reporting
Company
Receiving
Services


Types of
Services
Rendered


Direct
Costs
Charged


Indirect
Costs
Charged


Cost
of
Capital


Total
Amount
Billed


Southern Connecticut Gas Company


CNE Peaking, LLC


Sales / Services


$285,693 


-


-


$285,693 

Southern Connecticut Gas Company

Total Peaking Services, LLC

Rents / Support Services

$363,772 

-

-

$363,772 

Southern Connecticut Gas Company

CNE Energy Services Group, Inc.

Support Services

$30,900 

$2,680

-

$33,580 

Southern Connecticut Gas Company

CNE Energy Services Group, Inc.

Rent

$19,932 

-

-

$19,932 

TEN Companies, Inc.

CNE Energy Services Group, Inc.

Management Services

$15,000 

-

-

$15,000 

Rochester Gas and Electric Corporation

Energetix, Inc.

Gas and Electric Distribution charges

$20,973 

-

-

$20,973 

Energy East Solutions

Energetix, Inc.

Gas Supply

$3,606,493 

-

-

$3,606,493 

 

 

Associate
Company
Rendering
Services

Reporting
Company
Receiving
Services


Types of
Services
Rendered


Direct
Costs
Charged


Indirect
Costs
Charged


Cost
of
Capital


Total
Amount
Billed


NYSEG Solutions, Inc.


Energetix, Inc.


Electric Supply ICAP


$40,950 


-


-


$40,950 

New York State Electric & Gas Corporation

Energy East Solutions, Inc.

Gas Supply

$54,787 

-

-

$54,787 

Energy East Solutions, Inc.

NYSEG Solutions, Inc.

Gas Supply

$2,067,144 

-

-

$2,067,144 

South Glenn Falls Energy, LLC

NYSEG Solutions, Inc.

Electric Supply

$509,387 

-

-

$509,387 

Carthage Energy, LLC

NYSEG Solutions, Inc.

Electric Supply

$371,294 

-

-

$371,294 

New York State Electric & Gas Corporation

NYSEG Solutions, Inc.

Support Services

-

$76,649 

-

$76,649 

NYSEG Solutions, Inc.

South Glenn Falls Energy, LLC

Gas Supply

$1,003,718 

-

-

$1,003,718 

NYSEG Solutions, Inc.

Carthage Energy, LLC

Gas Supply

$71,300 

-

-

$71,300 

Central Maine Power Company

Union Water Power Company

Billing

$4,816 

-

-

$4,816 

 

 

ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT


Investments in energy-related companies:


Energy East Corporation

($ in Thousands)

      

Total consolidated capitalization as of
June 30, 2004


$2,711,409

  


line 1

Total capitalization multiplied by 15%
(line 1 multiplied by 0.15)


$406,711

  


line 2

Greater of $50 million or line 2

  

$406,711 

line 3

Total current aggregate investment:
(categorized by major line of energy-related business)

      

None

-    

    


Total current aggregate investment

  


-     


line 4


Difference between the greater of $50 million or 15% of capitalization and the total aggregate investment of the registered holding company system
(line 3 less line 4)

  






$406,711






line 5

Investments in gas-related companies:

      

LNG Storage Partners

$8,416

    

LNG Marketing Partners

$9,091

    

Total current aggregate investment:

  

$17,507

  

 

ITEM 5 - OTHER INVESTMENTS


Instruction.
This item concerns investments in energy-related and gas-related companies that are excluded from the calculation of aggregate investment under rule 58.

Major Line
Of Energy-Related
Business

Other Investment
in Last U-9C-3
Report

Other Investment
in This U-9C-3
Report

Reason for
Differences in Other
Investment


Carthage Energy, LLC


$118,500


$233,000


Additional
Investment

South Glenn Falls Energy, LLC

$345,000

$632,000

Additional
Investment


ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS

A. Financial Statements

Copies of the balance sheet (Exhibit 6A-1) and income statement (Exhibit 6A-2) for the companies listed in Item 1 are filed confidentially pursuant to Rule 104.

Financial Statement:

LNG Storage Partners
Balance Sheet - As of June 30, 2004
Income Statement - Three Months and Six Months Ended June 30, 2004


LNG Marketing Partners
Balance Sheet - As of June 30, 2004
Income Statement - Three Months and Six Months Ended June 30, 2004


Energetix Inc.
Balance Sheet - As of June 30, 2004
Income Statement - Three Months and Six Months Ended June 30, 2004

CNE Energy Services Group, Inc.
Balance Sheet - As of June 30, 2004
Income Statement - Three Months and Six Months Ended June 30, 2004

Total Peaking Services, LLC
Balance Sheet - As of June 30, 2004
Income Statement - Three Months and Six Months Ended June 30, 2004

CNE Peaking, LLC
Balance Sheet - As of June 30, 2004
Income Statement - Three Months and Six Months Ended June 30, 2004


New Hampshire Gas Corporation
Balance Sheet - As of June 30, 2004
Income Statement - Three Months and Six Months Ended June 30, 2004


Seneca Lake Storage
Balance Sheet - As of June 30, 2004
Income Statement - Three Months and Six Months Ended June 30, 2004


Energy East Solutions, Inc.
Balance Sheet - As of June 30, 2004
Income Statement - Three Months and Six Months Ended June 30, 2004


NYSEG Solutions, Inc.
Balance Sheet - As of June 30, 2004
Income Statement - Three Months and Six Months Ended June 30, 2004


Cayuga Energy, Inc.
Balance Sheet - As of June 30, 2004
Income Statement - Three Months and Six Months Ended June 30, 2004


PEI Power II, LLC
Balance Sheet - As of June 30, 2004
Income Statement - Three Months and Six Months Ended June 30, 2004


Carthage Energy, LLC
Balance Sheet - As of June 30, 2004
Income Statement - Three Months and Six Months Ended June 30, 2004


South Glens Falls Energy, LLC
Balance Sheet - As of June 30, 2004
Income Statement - Three Months and Six Months Ended June 30, 2004

TEN Companies, Inc.
Balance Sheet - As of June 30, 2004
Income Statement - Three Months and Six Months Ended June 30, 2004


The Hartford Steam Company
Balance Sheet - As of June 30, 2004
Income Statement - Three Months and Six Months Ended June 30, 2004

TEN Transmission Company
Balance Sheet - As of June 30, 2004
Income Statement - Three Months and Six Months Ended June 30, 2004

Union Water Power Company
Balance Sheet - As of June 30, 2004
Income Statement - Three Months and Six Months Ended June 30, 2004


B. Exhibits

1. Copies of contracts required to be provided by Item 3 shall be filed as exhibits.

Copies of Service Agreements required by Item 3 are filed confidentially pursuant to Rule 104.

2. A certificate stating that a copy of the report for the previous quarter has been filed with interested state commissions shall be filed as an exhibit. The certificate shall provide the names and addresses of the state commissions.

The company certifies that a conformed copy of Form U-9C-3 for the previous quarter will be filed with the following state commissions:

Honorable Janet H. Deixler
Secretary
NYS Department of Public Service
3 Empire State Plaza
Albany, NY 12223

Mr. Dennis Keschl
Administrative Director
State of Maine
Maine Public Utility Commission
State House Station

Louise Rickard
Executive Secretary
Department of Public Utility Control
10 Franklin Square
New Britain, CT 06051

The Commonwealth of Massachusetts
Department of Telecommunications & Energy
Office of Utility Accounting
One South Station
Boston, MA 02110

 

 

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 Certificate to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

Energy East Corporation



August 27, 2004



By:          /s/Robert E. Rude                                 
       Name:  Robert E. Rude
       Title:    Vice President and Controller