SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM U5S
ANNUAL REPORT
For the Year Ended December 31, 2004
Filed Pursuant to the
Public Utility Holding Company Act of 1935
by
Energy East Corporation
TABLE OF CONTENTS |
||
Page |
||
Item 1. |
System Companies and Investment Therein |
|
Item 2. |
Acquisitions or Sales of Utility Assets |
6 |
Item 3. |
Issue, Sale, Pledge, Guarantee or Assumption of System Securities |
6 |
Item 4. |
Acquisitions, Redemption or Retirement of Securities |
7 |
Item 5. |
Investments in Securities of Nonsystem Companies |
9 |
Item 6. |
Officers and Directors |
10 |
Item 7. |
Contributions and Public Relations |
16 |
Item 8. |
Service, Sales and Construction Contracts |
17 |
Item 9. |
Wholesale Generators and Foreign Utility Companies |
20 |
Item 10. |
Financial Statements and Exhibits |
22 |
Signature |
25 |
Item 1. System Companies and Investment Therein as of December 31, 2004
|
|
Number of |
% of |
|
|
|
Energy East Corporation |
Registered |
|||||
LNG Storage Partners (1) |
Holding |
(3) |
20.09% |
$7,267,187 |
$1,459,665 |
|
LNG Marketing Partners (2) |
Holding |
(3) |
10% |
$9,325,712 |
$932,571 |
|
Energy East Capital Trust I (4) |
Special purpose financing |
(7) |
100% |
$10,670,103 |
$10,670,103 |
|
Energy East Capital Trust II (4) |
* |
- |
100% |
- |
- |
|
RGS Energy Group, Inc. (RGS) |
Holding |
1,000 |
100% |
$2,194,503,560 |
$2,194,503,560 |
|
New York State Electric & |
Electric and |
64,508,477 |
100% |
$963,640,625 |
$963,640,625 |
|
Rochester Gas and Electric |
Electric and |
34,506,513 |
100% |
$578,477,785 |
$578,477,785 |
|
Energetix, Inc. (Energetix) |
Electricity and |
100 |
100% |
$10,674,025 |
$10,674,025 |
|
Connecticut Energy |
Holding |
1,000 |
100% |
$459,830,641 |
$459,830,641 |
|
Unsecured debt (5) |
$2,418,099 |
$2,418,099 |
||||
The Southern Connecticut |
Natural gas |
1,407,072 |
100% |
$435,358,391 |
$435,358,391 |
|
CNE Energy Services Group, |
Energy products |
1,000 |
100% |
$26,785,177 |
$26,785,177 |
|
LNG Storage Partners (1) |
Holding |
(3) |
68.85% |
$7,267,187 |
$5,003,422 |
|
Total Peaking Services, |
Natural gas |
(3) |
100% |
$4,349,708 |
$4,349,708 |
|
|
Number of |
% of |
|
|
LNG Marketing Partners (2) |
Holding |
(3) |
80% |
$9,325,712 |
$7,460,570 |
CNE Peaking, LLC |
Firm in-market |
(3) |
100% |
$6,215,379 |
$6,215,379 |
Energy East Enterprises, Inc. |
Energy-related |
26 |
100% |
$24,237,201 |
$24,237,201 |
New Hampshire Gas |
Energy services |
25 |
100% |
$2,442,518 |
$2,442,518 |
Seneca Lake Storage, Inc. |
Natural gas |
1 |
100% |
$600,394 |
$600,394 |
Maine Natural Gas |
Natural gas |
10 |
100% |
$21,687,411 |
$21,687,411 |
The Energy Network, Inc. |
Energy-related |
5,444 |
100% |
$33,239,951 |
$33,239,951 |
Unsecured debt (5) |
$5,500,000 |
$5,500,000 |
|||
Energy East Solutions, Inc. |
Electricity and |
100 |
100% |
$7,314,712 |
$7,314,712 |
NYSEG Solutions, Inc. |
Electricity and |
26 |
100% |
$3,937,267 |
$3,937,267 |
Energy East |
Exempt |
34 |
100% |
$2,125,476 |
$2,125,476 |
Elantic East, |
Exempt |
(3) |
50% |
$2,067,723 |
$1,033,862 |
Cayuga Energy, Inc. |
Energy-related |
8 |
100% |
$27,419,861 |
$27,419,861 |
PEI Power II, LLC |
Peaking |
(3) |
50.1% |
$22,935,955 |
$11,490,913 |
|
|
Number of |
% of |
|
|
|
|
||||||
Carthage Energy, LLC |
Peaking |
(3) |
100% |
$5,062,009 |
$5,062,009 |
|
Unsecured debt (6) |
$3,171,915 |
$3,171,915 |
||||
South Glens Falls Energy, |
Peaking |
(3) |
85% |
$(822,291) |
$(755,047) |
|
Unsecured debt (6) |
$9,012,580 |
$9,012,580 |
||||
Energy East Management |
Corporate service |
10 |
100% |
$11,067,302 |
$11,067,302 |
|
CMP Group, Inc. |
Holding |
1,000 |
100% |
$674,692,866 |
$674,692,866 |
|
LNG Storage Partners (1) |
Holding |
(3) |
11.06% |
$7,267,187 |
$804,100 |
|
LNG Marketing Partners (2) |
Holding |
(3) |
10% |
$9,325,712 |
$932,571 |
|
Central Maine Power |
Electric utility |
31,211,471 |
100% |
$657,203,235 |
$657,203,235 |
|
Maine Electric Power |
Electric |
6,877 |
78.3% |
$12,429,011 |
$9,966,816 |
|
NORVARCO |
Electric utility |
5,000 |
100% |
$860,461 |
$860,461 |
|
Chester SVC Partnership |
Electric utility |
(3) |
50% |
- |
- |
|
Central Securities |
Real estate |
10 |
100% |
$2,226,492 |
$2,226,492 |
|
Cumberland Securities |
Real estate |
110 |
100% |
$944,652 |
$944,652 |
|
Maine Yankee Atomic |
Nuclear |
139,954 |
38% |
$35,813,067 |
$13,608,965 |
|
MaineCom Services |
Exempt |
10,000 |
100% |
$3,930,481 |
$3,930,481 |
|
|
Number of |
% of |
|
|
|
The Union Water-Power |
Energy management |
7,300 |
100% |
$7,707,146 |
$7,707,146 |
|
Maine Power |
* |
1,000 |
100% |
$100,000 |
$100,000 |
|
CTG Resources, Inc. |
Holding |
1,000 |
100% |
$384,445,719 |
$384,445,719 |
|
Connecticut Natural Gas |
Natural gas |
10,634,496 |
100% |
$363,086,405 |
$363,086,405 |
|
TEN Companies, Inc. |
Energy services |
1,000 |
100% |
$52,560,866 |
$52,560,866 |
|
The Hartford Steam |
Heating and |
621 |
100% |
$45,310,605 |
$45,310,605 |
|
TEN Transmission |
Natural gas |
1 |
100% |
$19,890,947 |
$19,890,947 |
|
Berkshire Energy Resources |
Holding |
1,000 |
100% |
$108,528,669 |
$108,528,669 |
|
The Berkshire Gas Company |
Natural gas |
100 |
100% |
$108,112,305 |
$108,112,305 |
|
Utility Shared Services |
Utility service |
200 |
100% |
$587,250 |
$587,250 |
* Inactive subsidiary
Notes to Item 1.
(1) LNG Storage Partners is owned by Energy East Corporation (20.09%), CMP Group, Inc. (11.06%) and CNE Energy Services Group, Inc. (68.85%).
(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 |
South Jersey Energy Solutions, LLC |
Limited liability company |
Consolidated |
Elantic 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 formed 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) Unsecured debt is at 2.0%, is payable to a system company and is due upon demand.
(6) Unsecured debt is at prime plus 2.0%, is payable to a system company and is due upon demand.
(7) Energy East owns 426,804 shares of trust common securities.
General Notes to Item 1.
In October 2004 Energy East Solutions, Inc., a subsidiary of The Energy Network, Inc., completed the sale of its New England and Pennsylvania natural gas customer contracts and related assets.
In July 2004 The Union Water Power Company a subsidiary of CMP Group, Inc. sold the assets associated with its locating and construction divisions.
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, 2004 through December 31, 2004, is as follows:
Acquisitions: None
Sales: None
Item 3.
Issue, Sale, Pledge, Guarantee or Assumption of System SecuritiesDuring the period January 1, 2004, through December 31, 2004 - None, except as reported in certificates filed pursuant to Rule 24 and Form U-6B-2 for the year ended December 31, 2004.
Item 4. Acquisitions, Redemption or Retirement of Securities
During the period January 1, 2004, through December 31, 2004
|
|
|
Extinguished |
|
The Berkshire Gas Company |
Commercial Note 6.10% |
$6,000,000 |
Extinguished |
42 |
TEN Companies, Inc. |
Secured Term Note, at 6.99% Due 2009 |
$5,000,000 |
Extinguished |
42 |
Energy East Corporation |
5.75% Five Year Note |
$17,150,000 |
Extinguished |
42 |
Rochester Gas and Electric |
7.64% First Mortgage Bond |
$33,000,000 |
Extinguished |
42 |
Rochester Gas and Electric |
7.66% First Mortgage Bond |
$5,000,000 |
Extinguished |
42 |
Rochester Gas and Electric |
7.67% First Mortgage Bond |
$12,000,000 |
Extinguished |
42 |
Rochester Gas and Electric |
7.45% First Mortgage Bond |
$40,000,000 |
Extinguished |
42 |
Rochester Gas and Electric |
6.95% First Mortgage Bond |
$39,000,000 |
Extinguished |
42 |
Rochester Gas and Electric |
6.35% First Mortgage Bond |
$50,000,000 |
Extinguished |
42 |
Rochester Gas and Electric |
6.50% First Mortgage Bond |
$10,500,000 |
Extinguished |
42 |
Rochester Gas and Electric |
4% Preferred Stock |
$12,000,000 |
Extinguished |
42 |
Rochester Gas and Electric |
4.10% Preferred Stock |
$8,000,000 |
Extinguished |
42 |
Rochester Gas and Electric |
4.75% Preferred Stock |
$6,000,000 |
Extinguished |
42 |
Rochester Gas and Electric |
4.10% Preferred Stock |
$5,000,000 |
Extinguished |
42 |
Rochester Gas and Electric |
4.95% Preferred Stock |
$6,000,000 |
Extinguished |
42 |
Rochester Gas and Electric |
4.55% Preferred Stock |
$10,000,000 |
Extinguished |
42 |
Rochester Gas and Electric |
6.60% Preferred Stock |
$23,750,000 |
Extinguished |
42 |
New York State Electric |
5.95% Pollution Control Note |
$34,000,000 |
Extinguished |
42 |
Item 4. Acquisitions, Redemption or Retirement of Securities (continued)
|
|
|
Extinguished |
|
New York State Electric |
5.70% Pollution Control Note |
$70,000,000 |
Extinguished |
42 |
New York State Electric |
6.05% Pollution Control Note Due April 2034 |
$100,000,000 |
Extinguished |
42 |
NORVARCO |
Limited Recourse Senior |
$1,103,376 |
Mandatory |
42 |
NORVARCO |
Limited Recourse Senior |
$79,714 |
Mandatory |
42 |
Connecticut Natural Gas |
7.82% Medium Term Note |
$10,000,000 |
Extinguished |
42 |
The Berkshire Gas Company |
4.80% Preferred Stock |
$2,500 |
Held |
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 as of December 31, 2004.
|
|
|
Number of |
% of |
|
|
Central Maine |
Yankee Atomic |
Nuclear generator - |
729 |
9.5% |
$953,610 |
$93,087 |
Central Maine |
Connecticut Yankee |
Nuclear generator - |
21,000 |
6% |
$43,792,762 |
$2,599,352 |
Central Maine |
Vermont Yankee |
Purchase |
16,001 |
4% |
$4,795,105 |
$302,794 |
TEN Companies, |
Iroquois Gas |
Gas |
None |
4.9% |
$357,513,913 |
$8,901,793 |
CNE Energy |
Nth Power |
Energy-related |
None |
7.9% |
$7,352,273 |
$579,755 |
(1) Vermont Yankee Nuclear Power Corporation sold the Vermont Yankee nuclear power station to Entergy Corporation on July 31, 2002. While Central Maine Power no longer has ownership interest in the Vermont Yankee nuclear power station, Central Maine Power has an ownership in the Vermont Yankee Nuclear Power 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
Legend of Abbreviations for positions held as of December 31, 2004
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 |
CIO |
Chief Integration 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) |
Corporate Drive-Kirkwood Industrial Pk., P.O. Box 5224, Binghamton, NY 13902 |
(b) |
1387 Ithaca-Dryden Road, Ithaca, NY 14850-8810 |
(c) |
217 Commercial Street, Portland, ME 04101 |
(d) |
70 Farm View Drive, New Gloucester, ME 04260 |
(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) |
77 Hartland Street, 4th Floor, E. Hartford, CT 06108 |
(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. Name, Principal Business Address, Positions
As of December 31, 2004
|
|
NEW YORK |
|
|
CNE |
|
Allessio, Robert M. (j) |
EVP, COO, D |
|||||
Aurelio, Richard (t) |
D |
|||||
Benson, Richard R. (b) |
VP, D |
|||||
Call, Curtis I. (t) |
ACO |
|||||
Carrigg, James A. (t) |
D |
|||||
Castiglia, Joseph J. (t) |
D |
|||||
Conklin, Laura (f) |
VP |
|||||
Conroy, Michael H. (f) |
VP |
|||||
DeFleur, B. Lois (t) |
D |
|||||
DuBrava, Elaine T. (a) |
S |
|||||
Earley, James E. (i) |
VP, T, C |
|||||
Eastman, Michael D. (a) |
VP |
|||||
German, Michael I. (i) |
D, P |
|||||
Howard, G. Jean (t) |
D |
|||||
Jagger, David M. (t) |
D |
|||||
Janczewski, Janet L. (g) |
S |
|||||
Jasinski, Kenneth M. (t) |
D, EVP, CFO |
EVP, CFO |
D |
D, EVP, CFO |
D |
|
Keeler, John M. (t) |
D |
|||||
Kelley, Tim D. (g) |
VP |
|||||
Kimiecik, David J. (a) |
VP |
|||||
Kump, Robert D. (t) |
VP, T, S |
VP, T, S |
VP, S, T |
VP, S |
||
Lahtinen, James A. (f) |
VP |
|||||
Laurito, James P.(f) |
D, P |
D |
||||
Lynch, Ben E. (t) |
D |
|||||
McClain, F. Michael (c) |
VP, CIO |
|||||
Moynihan, Peter J. (t) |
D |
|||||
Olson, Clifton B. (f) |
VP |
|||||
Reis, William (i) |
VP |
|||||
Rich, Walter G. (t) |
D |
|||||
Rude, Robert E. (t) |
VP, C |
VP, C |
VP, C |
|||
Sparks-Beddoe, Angela M. (a) |
VP |
|||||
Syta, Joseph J. (f) |
VP, T, C |
|||||
Taylor, Carl A. (e) |
D, P |
|||||
Turner, Teresa M. (a) |
VP |
|||||
von Schack, Wesley W. (t) |
D, P, CEO |
D, CB, P, CEO |
D |
D, CB, P, CEO |
D |
|
MAINE NATURAL |
|
|
|
Allessio, Robert M. (j) |
D |
|||
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. (t) |
D |
D |
||
Kump, Robert D. (t) |
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. (t) |
D |
D |
||
Zink, Karen L. (j) |
T |
ENERGY |
|
|
CENTRAL |
MAINE |
|
|
|
Allessio, Robert M. (j) |
D |
||||||
Boyles, Brent M (m) |
D |
||||||
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 |
||||
Case, Kathleen A. (l) |
VP |
||||||
German, Michael I. (i) |
D, P |
||||||
Herling, Douglas A. (l) |
VP |
||||||
Huskilson, C. (l) |
D |
||||||
Jasinski, Kenneth M. (t) |
D, EVP, CFO |
D |
|||||
Kump, Robert D. (t) |
VP, T, S |
S |
|||||
Mahoney, R. Scott (l) |
CL |
VP, T, CL,C |
S, CL |
S, CL |
|||
Masti, Hank G. (a) |
D |
||||||
Michaud, Rachel M. (d) |
T |
T |
|||||
Robinson, Stephen G. (l) |
VP |
||||||
Rude, Robert E. (t) |
D |
VP, C |
|||||
Smith, Hariph M. (n) |
D |
||||||
Taylor, Carl A. (e) |
D, P |
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 |
||||
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. (t) |
T, D, S, CL |
||||
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. (t) |
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) |
EVP, D, COO |
BOT, P, CEO |
D, CEO, CB |
|||
Benson, Richard R. (b) |
D |
|||||
Clark, Cheryl M. (j). |
CL |
|||||
Earley, James E. (i) |
VP, T, C |
|||||
German, Michael I. (i) |
D, P |
|||||
Janczewski, Janet L. (g) |
S |
|||||
Jasinski, Kenneth M. (t) |
D, EVP, CFO |
D |
BOT |
D |
||
Kelley, Tim D. (g) |
VP |
|||||
Kump, Robert D. (t) |
T, S, CL |
VP, T, S |
VP, T, S |
|||
McClain, F. Michael (c) |
D |
|||||
Reis, William (i) |
VP |
|||||
Rude, Robert E. (t) |
VP, C |
VP, C |
||||
Taylor, Carl A. (e) |
D, P |
D, P |
||||
von Schack, Wesley W. (t) |
D, CB, P, CEO |
D |
BOT |
D |
||
Zink, Karen L. (j) |
D, P, T, COO |
|
ROCHESTER |
|
|
|
Beaudoin, Mark R. (e) |
VP, COO |
|||
Benson, Richard R. (b) |
D |
|||
Call, Curtis I. (t) |
T, S |
|||
Clark, Jeff R. (f) |
S |
|||
Conklin, Laura (f) |
VP |
|||
Conroy, Michael H. (f) |
VP |
|||
DiStefano, J.T. (f) |
VP |
|||
Eastman, Michael D. (a) |
VP |
|||
Irish, David J. (f) |
VP |
|||
Jasinski, Kenneth M. (t) |
D |
D |
D |
|
Kimiecik, David J. (a) |
VP |
|||
Kump, Robert D. (t) |
VP, S, T |
P, T, S |
||
Lahtinen, James A. (f) |
VP |
|||
Laurito, James P. (f) |
D, P, CEO |
D, P |
||
Olson, Clifton B. (f) |
D |
|||
Syta, Joseph J. (f) |
VP, C, T |
|||
Taylor, Carl A. (e) |
D, P |
|||
Turner, Teresa M. (a) |
VP |
|||
von Schack, Wesley W. (t) |
D |
D |
D |
Part II. Financial Connections as of December 31, 2004
Name of Officer |
Name and Location of |
Position Held in |
Applicable |
Walter G. Rich |
New York Business |
Director |
Rule 70(a) |
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 that was filed on April 20, 2005, on pages 14 through 23, which is incorporated by reference.
Central Maine Power Company's Annual Report on Form 10-K, page 174, for the year ended December 31, 2004, File No. 1-5139.
New York State Electric & Gas Corporation's Annual Report on Form 10-K, page 174, for the year ended December 31, 2004, File No. 1-3103-2.
Rochester Gas and Electric Corporation's Annual Report on Form 10-K, page 174, for the year ended December 31, 2004, 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 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 No. 33 of Energy East Corporation's By-Laws as amended, effective April 7, 2005.
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 426 |
Amount |
Berkshire Gas Company |
John Bartley |
Lobbying activities |
Expenditures for |
$26,567 |
Connecticut Natural |
Killeen Donohue & Jaff |
Lobbying activities |
Expenditures for |
$53,000 |
Connecticut Natural |
The O'Leary Group |
Lobbying activities |
Expenditures for |
$31,800 |
The Southern Connecticut |
The O'Leary Group |
Lobbying activities |
Expenditures for |
$31,800 |
The Southern Connecticut |
Daniel Gilman |
Lobbying activities |
Expenditures for |
$63,600 |
Rochester Gas and Electric |
Patricia Lynch |
Lobbying activities |
Expenditures for |
$36,000 |
New York State Electric & |
Southern Tier Economic Growth |
Economic development |
Miscellaneous |
$10,000 |
Item 8. Service, 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:
|
|
|
|
|
Contract In |
Materials and |
Energy East |
New York State Electric |
$349,897 |
7/98 |
Yes |
Support Services |
New York State Electric |
Rochester Gas and |
$4,662,656 |
1/04 |
Yes |
Management Services |
New York State Electric |
Rochester Gas and |
$1,310,536 |
1/04 |
Yes |
Support Services |
New York State Electric |
The Southern |
$1,010 |
1/04 |
Yes |
Management Services |
New York State Electric |
The Southern |
$109,355 |
1/04 |
Yes |
Support Services |
New York State Electric |
The Berkshire Gas |
$111,072 |
1/04 |
Yes |
Gas Procurement |
CNE Energy Services |
Energy East Solutions, |
$509,640 |
7/99 |
No |
Management |
The Berkshire Gas |
The Southern |
$218,119 |
1/04 |
Yes |
Management |
The Berkshire Gas |
Connecticut Natural |
$199,958 |
1/04 |
Yes |
Support Services |
The Southern |
Connecticut Natural |
$2,346,767 |
1/04 |
Yes |
|
|
|
|
|
Contract In |
Support Services |
The Berkshire Gas |
Maine Natural Gas |
$45,377 |
1/04 |
Yes |
Support Services |
The Berkshire Gas |
New Hampshire Gas |
$30,627 |
1/04 |
Yes |
Support Services |
Connecticut Natural |
New York State Electric |
$116,932 |
1/04 |
Yes |
Support Services |
Connecticut Natural |
The Southern |
$1,690,422 |
1/04 |
Yes |
Agreement Rental |
Connecticut Natural |
TEN Companies, Inc. |
$133,092 |
1/04 |
Yes |
Support Services |
Rochester Gas and |
Energetix, Inc. |
$128,936 |
1/04 |
Yes |
Rent |
Rochester Gas and |
Energetix, Inc. |
$234,248 |
1/04 |
Yes |
Support Services |
Rochester Gas and |
New York State Electric |
$2,867,132 |
1/04 |
Yes |
Rent |
Central Maine Power |
New York State Electric |
$11,369 |
1/04 |
Yes |
Materials and |
Central Maine Power |
New York State Electric |
$527,915 |
1/04 |
Yes |
Rent |
Central Maine Power |
The Southern Connecticut Gas Company |
$2,136 |
1/04 |
Yes |
Support Services |
Central Maine Power |
Southern Connecticut Gas Corporation |
$115,157 |
1/04 |
Yes |
Materials and |
Central Maine Power |
Rochester Gas and |
$140,441 |
1/04 |
Yes |
Support Services |
Central Maine Power |
Maine Electric Power |
$402,847 |
1/04 |
Yes |
Rent |
Central Maine Power |
Maine Electric Power |
$77,971 |
1/04 |
Yes |
Support Services |
Central Maine Power |
The Union Water Power |
$386,080 |
1/04 |
Yes |
Support Services |
Central Maine Power |
MaineCom Services |
$343,998 |
1/04 |
Yes |
|
|
|
|
|
Contract In |
Rent |
Central Maine Power |
MaineCom Services |
$57,580 |
1/04 |
Yes |
Support Services |
The Berkshire Gas |
New Hampshire Gas |
$33,125 |
3/04 |
Yes |
Material & Services |
New York State Electric & Gas Corporation |
Energy East Solutions, Inc. |
$365,951 |
12/04 |
Yes |
Steam & Chilled Water Supply Agreement |
The Hartford Steam Company |
Connecticut Natural Gas Corporation |
($15,857) |
4/83 |
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 supervisory or financial advisory services.
Mr. Joseph Kelley, former President, CEO of Berkshire Energy Resources, has a management consulting contract for advisory services, with annual consideration of $25,000.
Item 9. Wholesale Generators and Foreign Utility Companies
Part I. Interest in exempt wholesale gernertors
The system's interest in EWGs are as follows:
South Glens Falls, LLC:
Carthage Energy, LLC:
PEI Power II, LLC:
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 $15.8 million.
Ratio of aggregate investment in exempt wholesale generators to aggregate capital investment in domestic public utility subsidiaries 1%.
Investment |
|
Utility Investment: |
|
New York State Electric & Gas Corporation |
$963,640 |
Rochester Gas and Electric Corporation |
578,478 |
Central Maine Power Company |
657,203 |
The Southern Connecticut Gas Company |
435,358 |
Connecticut Natural Gas Corporation |
363,086 |
The Berkshire Gas Company |
108,112 |
Total Utility Investment |
$3,105,877 |
EWG Investment: |
|
South Glenn Falls, LLC |
$(755) |
Carthage Energy, LLC |
5,062 |
PEI Power II, LLC |
11,490 |
Total EWG Investment |
$15,787 |
Percent of investment |
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, 2004, - 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, 2004, - 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, 2004, - 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, 2004, - 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 4-1 in Energy East Corporation's Post-Effective Amendment No. 1 to Form S-3, Registration No. 033-54155 - File No. 1-14766 and incorporated herein by reference. |
B-2 |
Certificates of Amendment of the Certificate of Incorporation filed in the Office of the Secretary of State of the State of New York (i) on April 26, 1999, included as Exhibit 3-3 in Energy East Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999, and (ii) on June 21, 2004, included as Exhibit 3-5 in Energy East Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 - File No. 1-14766 and incorporated herein by reference. |
B-3 |
By-Laws of Energy East Corporation as amended April 8, 2004 - included as Exhibit 3-4 in Energy East Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 - File No. 1-14766 and incorporated herein by reference. On April 7, 2005, 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 re-election as a director; provided, however, that such age limitation shall not apply in connection with the election of directors at the 2005 Annual Meeting of Stockholders." |
B-4 |
Articles of Incorporation, as amended, of Central Maine Power Company, submitted herewith. |
B-5 |
Articles of Amendment to the Articles of Incorporation of Central Maine Power Company filed as Exhibit 3-1.2 in Central Maine Power Company's Annual Report on Form 10-K for the year ended December 31, 2000 - File No. 1-5139 and incorporated herein by reference. |
|
|
B-6 |
Amended and Restated By-Laws of Central Maine Power Company filed as Exhibit 3-2 in Central Maine Power Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 - File No. 1-5139 and incorporated herein by reference. |
B-7 |
Restated Certificate of Incorporation of New York State Electric & Gas Corporation, submitted herewith. |
B-8 |
Certificates of Amendment of the Certificate of Incorporation of New York State Electric & Gas Corporation, (i) as submitted herewith and (ii) filed as Exhibit 3-16 in New York State Electric & Gas Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 - File No. 1-3103-2 and incorporated herein by reference. |
B-9 |
By-Laws of New York State Electric & Gas Corporation as amended June 28, 2002 filed as Exhibit 3-17 in New York State Electric & Gas Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 - File No. 1-3103-2 and incorporated herein by reference. |
B-10 |
Restated Certificate of Incorporation of Rochester Gas and Electric Corporation, as submitted herewith. |
B-11 |
Certificate of Amendment of the Certificate of Incorporation of Rochester Gas and Electric Corporation filed as Exhibits 4 in Rochester Gas and Electric Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 - File No. 1-672 and incorporated herein by reference. |
B-12 |
By-Laws of Rochester Gas and Electric Corporation as amended June 28, 2002 filed as Exhibit 3-3 in Rochester Gas and Electric Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 - File No. 1-672 and incorporated herein by reference. |
Exhibit C |
|
C-1 |
Indenture of Energy East Corporation filed as Exhibit 4-1 in Energy East Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 - File No. 1-14766 and incorporated herein by reference. |
C-2 |
Supplemental Indentures of Energy East Corporation filed as (i) Exhibit 4-3 in Energy East Corporation's Annual Report on Form 10-K for the year ended December 31, 2000, (ii) Exhibit 4-4 in Energy East Corporation's Annual Report on Form 10-K for the year ended December 31, 2001, (iii) Exhibit 4-6 in Energy East Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 and (iv) Exhibit 4-9 in Energy East Corporation's Quarterly Report on Form 10-Q for the year ended September 30, 2003 - File No. 1-14766 and incorporated herein by reference. |
C-3 |
Subordinated Indenture of Energy East Corporation filed as Exhibit 4-4 in Energy East Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 - File No. 1-14766 and incorporated herein by reference. |
C-4 |
Supplemental Indenture of Energy East Corporation filed as Exhibit 4-5 in Energy East Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 - File No. 1-14766 and incorporated herein by reference. |
C-5 |
Indenture of Central Maine Power Company, submitted herewith. |
C-6 |
Supplemental Indenture of Central Maine Power Company filed as Exhibit 4-6 in Central Maine Power Company's Form S-3, Registration No. 333-36456 - File No. 1-5139 and incorporated herein by reference. On April 1, 2005, a Supplemental Indenture was executed and will be filed as an exhibit in Central Maine Power Company's Form 10-Q for the quarter ended March 31, 2005. |
C-7 |
Indenture of New York State Electric & Gas Corporation filed as Exhibit 4-7 in New York State Electric & Gas Corporation's Annual Report on Form 10-K for the year ended December 31, 2002 - File No. 1-3103-2 and incorporated herein by reference. |
C-8 |
Supplemental Indentures of New York State Electric & Gas Corporation filed as (i) Exhibits 4-8 and 4-9 in New York State Electric & Gas Corporation's Annual Report on Form 10-K for the year ended December 31, 2002 and (ii) Exhibit 4-10 in New York State Electric & Gas Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 - File No. 1-3103-2 and incorporated herein by reference. |
C-9 |
General Mortgage of Rochester Gas and Electric Corporation, submitted herewith. |
C-10 |
Supplemental Indenture of Rochester Gas and Electric Corporation, submitted herewith. |
Exhibit D |
Form of Tax Allocation Agreement filed as Exhibit B in Energy East Corporation's Amendment No. 1 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 Flow 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.
|
|
May 2, 2005 |
Energy East Corporation
By: /s/Robert E. Rude |