Adopted November 9, 1939 File No. 69-65
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-3A-2
For the Year Ended December 31, 1995
STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION UNDER RULE U-3A-2 FROM
THE PROVISIONS OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
(Name of Company)
hereby files with the Securities and Exchange Commission, pursuant to
Rule 2, its statement claiming exemption as a holding company from the
provisions of the Public Utility Holding Company Act of 1935, and submits
the following information:
l. Name, State of organization, location and nature of business of
claimant and every subsidiary thereof, other than any exempt wholesale
generator (EWG) or foreign utility company in which claimant directly or
indirectly holds an interest.
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
Central Vermont Public Service Corporation ("CVPS") was incorporated
in Vermont on August 20, 1929 and has its principal executive office at 77
Grove Street, Rutland, Vermont.
The principal business of the Company is the generation and purchase
of electric energy and its transmission, distribution and sale for light,
power, heat and other purposes to about 136,000 customers in Middlebury,
Randolph, Rutland, Springfield, Windsor, Bradford, Bennington, Brattleboro,
St. Johnsbury, St. Albans, Woodstock, Poultney, Manchester and 163 other
towns and villages in Vermont. CVPS also sells electric energy at
wholesale in New Hampshire to its subsidiary, Connecticut Valley Electric
Company Inc.; Woodsville Fire District Water and Light Dept.; New Hampshire
Electric Cooperative Inc.; and in Vermont to one small private utility. It
also interchanges economy and emergency power through the New England Power
Pool.
CONNECTICUT VALLEY ELECTRIC COMPANY INC.
Connecticut Valley Electric Company Inc. ("CVEC"), a wholly owned
subsidiary of CVPS, was incorporated in New Hampshire on December 9, 1948,
and has its principal office at 104 Pleasant Street, Claremont, New
Hampshire.
CVEC acquired on December 31, 1949, the business and properties of
CVPS located in New Hampshire and used in carrying on the intrastate
business of CVPS in that State. (See Form U-1 in File No. 70-2075)
The principal business of CVEC is the purchase of electric energy and
its transmission, distribution, and sale for light, power, heat and other
purposes to about 10,000 customers in Claremont and 12 other towns and
villages in New Hampshire.
VERMONT ELECTRIC POWER COMPANY, INC.
Vermont Electric Power Company, Inc. ("VELCO"), a subsidiary of CVPS
which owns 56.8% of its outstanding Common Stock, $100 Par Value, and 46.6%
of its outstanding Preferred Stock, $100 Par Value, was incorporated in
Vermont on December 28, 1956 and has its principal office at Pinnacle Ridge
Road, Town of Rutland, Vermont.
VELCO operates pursuant to the terms of the 1985 Four-Party Agreement
(as amended) with the Company and two other major distribution companies in
Vermont. Although the Company owns 56.8% of VELCO's outstanding common
stock, the Four-Party Agreement effectively restricts the Company's control
of VELCO and therefore VELCO's financial statements have not been
consolidated. The Four-Party Agreement continued in full force and effect
until May 1995 and was extended for an additional two-year term in May
1995, and every two years thereafter, unless at least ninety (90) days
prior to any two-year anniversary any party shall notify the other parties
in writing that it desires to terminate the agreement as of such
anniversary. No such notification has been filed by the parties.
VELCO provides transmission services for the State of Vermont acting
by and through the Vermont Department of Public Service and for all of the
electric distribution utilities in the State of Vermont. VELCO is
reimbursed for its costs (as defined in the agreements relating thereto)
for the transmission of power which VELCO transmits for the State of
Vermont and the electric distribution utilities.
VELCO also has agreements for single unit and system power purchases
which it resells at its cost to various electric distribution utilities in
the State of Vermont.
VELCO is also a participant with all of the major electric utilities
in New England in the New England Power Pool, acting for itself and as
agent for twenty-two other electric utilities in Vermont, including CVPS,
whereby the generating and transmission facilities of all of the
participants are coordinated on a New England-wide basis through a central
dispatching agency to assure their operation and maintenance in accordance
with proper standards of reliability, and to attain the maximum practicable
economy for all of the participants through the interchange of economy and
emergency power.
VERMONT ELECTRIC TRANSMISSION COMPANY, INC.
Vermont Electric Transmission Company, Inc. ("VETCO"), a wholly owned
subsidiary of VELCO, was incorporated in Vermont on May 13, 1982 and has
its principal office at Pinnacle Ridge Road, Town of Rutland, Vermont.
VETCO was formed to construct, finance and operate the Vermont portion
of the high voltage DC transmission line which ties the New England
transmission system to the Hydro-Quebec transmission system.
VERMONT YANKEE NUCLEAR POWER CORPORATION
Vermont Yankee Nuclear Power Corporation ("VY"), an affiliate of CVPS
which owns 31.3% of its outstanding common stock, $100 Par Value, was
incorporated in Vermont on August 4, 1966 and has its principal office at
Ferry Road, Brattleboro, Vermont.
The business of VY is the ownership and operation of a nuclear power
plant at Vernon, Vermont and the sale of electricity generated at the plant
to its sponsoring stockholders.
C. V. REALTY, INC.
C. V. Realty, Inc. was incorporated in Vermont on August 30, 1968 and
has its principal office at 77 Grove Street, Rutland, Vermont.
C. V. Realty, Inc., a wholly owned subsidiary of CVPS, was formed for
the purpose of owning, acquiring, buying, selling, and leasing real and
personal property and interests therein. It is not the purpose of this
Company to own or operate facilities used for the generation, transmission
or distribution of electric energy as an electric utility company.
CENTRAL VERMONT PUBLIC SERVICE CORPORATION -
BRADFORD HYDROELECTRIC, INC.
Central Vermont Public Service Corporation - Bradford Hydroelectric,
Inc., ("Bradford") a wholly owned subsidiary of CVPS was incorporated in
Vermont on November 3, 1981 and has its principal office at 77 Grove
Street, Rutland, Vermont.
Bradford was formed for the purposes of acquiring and constructing a
hydroelectric project having a capacity of 1500 KW in Bradford, Vermont and
leasing said project to CVPS. Bradford was dissolved on January 16, 1996.
For financial reporting purposes, Bradford's financial data is
included with CVPS on the Consolidating Financial Statements.
CENTRAL VERMONT PUBLIC SERVICE CORPORATION -
EAST BARNET HYDROELECTRIC, INC.
Central Vermont Public Service Corporation - East Barnet
Hydroelectric, Inc., ("East Barnet") a wholly owned subsidiary of CVPS was
incorporated in Vermont on November 3, 1981 and has its principal office at
77 Grove Street, Rutland, Vermont.
East Barnet was formed for the purpose of acquiring and constructing a
hydroelectric project having a capacity of 2200 KW in East Barnet, Vermont
and leasing said project to CVPS.
For financial reporting purposes, East Barnet's financial data is
included with CVPS on the Consolidating Financial Statements.
SMARTENERGY SERVICES, INC.
SmartEnergy Services, Inc. ("SES") was incorporated in Vermont on
January 8, 1993 and has its principal office at 77 Grove Street, Rutland,
Vermont.
SES is a wholly owned subsidiary of CVPS and was formed for the
purpose of engaging in the sale or rental of electric water heaters and
other energy efficient products.
CV ENERGY RESOURCES, INC.
CV Energy Resources, Inc. ("CVER") was incorporated in Vermont on
August 4, 1986 and has its principal office at 77 Grove Street, Rutland,
Vermont.
CVER is a wholly owned subsidiary of CVPS and was formed primarily for
the purpose of investing in energy related projects.
CATAMOUNT ENERGY CORPORATION
Catamount Energy Corporation ("CEC") was incorporated in Vermont on
June 23, 1992 and has its principal office at 71 Allen Street, Rutland,
Vermont.
CEC is a wholly owned subsidiary of CVPS and was formed primarily for
the purpose of investing in energy supply projects. CEC has eight wholly
owned subsidiaries: Catamount Rumford Corporation, Equinox Vermont
Corporation, Appomattox Vermont Corporation, Catamount Williams Lake, Ltd.,
Catamount Rupert Corporation, Catamount Glenns Ferry Corporation,
Summersville Hydro Corporation and Gauley River Management Corporation.
CATAMOUNT RUMFORD CORPORATION
Catamount Rumford Corporation, formerly CV Rumford, Inc., was
incorporated in Vermont on April 11, 1989 and has its principal office at
71 Allen Street, Rutland, Vermont.
Catamount Rumford Corporation is a wholly owned subsidiary of CEC and
is a limited partner in the Rumford Cogeneration Company, a limited
partnership that owns an 85 MW cogeneration facility located in Rumford,
Maine.
For financial reporting purposes, Catamount Rumford Corporation's
financial data is included with CEC on the Consolidating Financial
Statements.
EQUINOX VERMONT CORPORATION
Equinox Vermont Corporation was incorporated in Vermont on May 10,
1990 and has its principal office at 71 Allen Street, Rutland, Vermont.
Equinox Vermont Corporation is a wholly owned subsidiary of CEC and is
a general partner in Ryegate Associates, a general partnership that owns a
20 MW wood-fired generating facility in East Ryegate, Vermont.
For financial reporting purposes, Equinox Vermont Corporation's
financial data is included with CEC on the Consolidating Financial
Statements.
APPOMATTOX VERMONT CORPORATION
Appomattox Vermont Corporation was incorporated in Vermont on October
24, 1991 and has its principal office at 71 Allen Street, Rutland, Vermont.
Appomattox Vermont Corporation is a wholly owned subsidiary of CEC and
is a limited partner in Appomattox Cogeneration Limited Partnership, a
limited partnership that owns a leasehold interest in a coal and wood-fired
cogeneration facility located in Hopewell, Virginia.
For financial reporting purposes, Appomattox Vermont Corporation's
financial data is included with CEC on the Consolidating Financial
Statements.
CATAMOUNT WILLIAMS LAKE, LTD.
Catamount Williams Lake, Ltd. was incorporated in Vermont on December
14, 1992 and has its principal office at 71 Allen Street, Rutland, Vermont.
Catamount Williams Lake, Ltd. is a wholly owned subsidiary of CEC and
is a limited partner in T.E.S. Williams Lake Limited Partnership, which is
a limited partner in NW Energy (Williams Lake) Limited Partnership, which
owns a 60 MW wood-fired generating project in Williams Lake, British
Columbia, Canada.
For financial reporting purposes, Catamount Williams Lake, Ltd.'s
financial data is included with CEC on the Consolidating Financial
Statements.
CATAMOUNT RUPERT CORPORATION
Catamount Rupert Corporation was incorporated in Vermont on January
13, 1995 and has its principal office at 71 Allen Street, Rutland, Vermont.
Catamount Rupert Corporation is a wholly owned subsidiary of CEC and
was formed for the purpose of owning a limited partnership interest in
Rupert Cogeneration Partners, Ltd., a limited partnership that is
developing a 10 MW cogeneration facility in Rupert, Idaho.
CATAMOUNT GLENNS FERRY CORPORATION
Catamount Glenns Ferry Corporation was incorporated in Vermont on
January 16, 1995 and has its principal office at 71 Allen Street, Rutland,
Vermont.
Catamount Glenns Ferry Corporation is a wholly owned subsidiary of CEC
and was formed for the purpose of owning a limited partnership interest in
Glenns Ferry Cogeneration Partners, Ltd., a limited partnership that is
developing a 10 MW cogeneration facility in Glenns Ferry, Idaho.
GAULEY RIVER MANAGEMENT CORPORATION
Gauley River Management Corporation was incorporated in Vermont on
July 21, 1995 and has its principal office at 71 Allen Street, Rutland,
Vermont.
Gauley River Management Corporation is a wholly owned subsidiary of
CEC and was formed for the purpose of serving as the General Partner in
Gauley River Power Partners, L.P., a small power production hydroelectric
facility on the Gauley River, Nicholas County, West Virginia.
SUMMERSVILLE HYDRO CORPORATION
Summersville Hydro Corporation was incorporated in Vermont on July 21,
1995 and has its principal office at 71 Allen Street, Rutland, Vermont.
Summersville Hydro Corporation is a wholly owned subsidiary of CEC and
was formed for the purpose of owning a limited partnership interest in
Gauley River Power Partners, L.P. that intends to develop an up to 80 MW
small power production hydroelectric facility on the Gauley River, Nicholas
County, West Virginia.
2. A brief description of the properties of claimant and each of its
subsidiary public utility companies used for the generation, transmission,
and distribution of electric energy for sale, or for the production,
transmission and distribution of natural or manufactured gas, indicating
the location of principal generating plants, transmission lines, producing
fields, gas manufacturing plants, and electric and gas distribution
facilities, including all such properties which are outside the State in
which claimant and its subsidiaries are organized and all transmission or
pipelines which deliver or receive electric energy or gas at the borders of
such State.
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
CVPS's electric properties consist of five principal distribution
systems, namely, the so-called Central, Bennington, St. Albans, St.
Johnsbury and Brattleboro systems. All, except the Brattleboro system, are
connected with the transmission facilities of VELCO (an affiliate of CVPS)
and all except the St. Albans system are interconnected at the Vermont
State line with the facilities of New England Power Company (not an
affiliate of CVPS); also the Brattleboro System is directly connected at
the Vermont State line with the facilities of the Public Service Company of
New Hampshire (not an affiliate of CVPS). The electric generating plants
of the Company consist of 18 hydroelectric generating stations, two gas
turbine generating stations, and one diesel-electric generating station, of
which one hydroelectric generating station is located in New York and the
remainder in Vermont.
The electric systems of CVPS include about 614 miles of transmission
lines, about 7,228 miles of overhead distribution lines and about 223
miles of underground distribution lines, which are located in Vermont
except for about 23 miles of transmission lines which are located in New
Hampshire and about two miles which are located in New York.
CVPS is a stockholder, together with other New England utilities, in
four nuclear generating companies. CVPS is entitled to a percentage of the
power output of each of such companies, as follows:
Vermont Yankee Nuclear Power Corporation in Vermont (30.486% - 156.7
MW); Maine Yankee Atomic Power Company in Maine (1.7961% - 14.881 MW);
Connecticut Yankee Atomic Power Company in Connecticut (2% - 11.6 MW); and
Yankee Atomic Electric Company in Massachusetts (3.5% - 6.153 MW).
CVPS is a participant with other New England utilities in three major
electric generating stations pursuant to joint ownership agreements under
each of which the Lead Participant has constructed and is operating the
plant for the Participants (including itself) as tenants-in-common. The
plants and locations, and the amount of CVPS's participation is as follows:
Wyman #4 in Maine (1.7769% - 11 MW); Millstone #3 in Connecticut
(1.7303% - 20 MW); Joseph C. McNeil Generating Station in Vermont (20% -
10.76 MW).
The Company, along with eight other Vermont Joint-Owners, owns and
operates a 200 MW converter station and associated transmission line in
Highgate, Vermont. The station and the associated transmission line
interconnects the VELCO system with the system of Hydro-Quebec. The
Company is a 46.08% owner of this project.
CONNECTICUT VALLEY ELECTRIC COMPANY INC.
CVEC's electric properties consist of two principal systems in New
Hampshire which are not interconnected with each other but each of which is
connected directly with facilities of CVPS.
The electric systems of CVEC include about two miles of transmission
lines, about 426 miles of overhead distribution lines and about 11 miles of
underground distribution lines.
VERMONT ELECTRIC POWER COMPANY, INC.
VELCO has no generating facilities but has approximately 483 miles of
transmission lines and twenty-five associated substations located in the
State of Vermont. VELCO's properties interconnect with the lines of the
NYPA at the New York-Vermont State line near Plattsburgh, New York; with
the transmission facilities of Niagara Mohawk Power Corporation at the New
York-Vermont State line near Whitehall, New York, and North Troy, New York;
with lines of New England Power Company at or near the New Hampshire-
Vermont State line at Wilder, Vermont and at Monroe, New Hampshire,
Claremont, New Hampshire, and at the Massachusetts-Vermont State line near
North Adams, Massachusetts; with the lines of Public Service Company of New
Hampshire at or near the New Hampshire-Vermont State line at Littleton, New
Hampshire, Ascutney, Vermont and Vernon, Vermont; and with the lines of
Hydro-Quebec at the Quebec/Vermont border near Highgate, Vermont through an
AC/DC/AC converter and 7.6 miles of transmission lines jointly owned by
several Vermont utilities. All of its transmission facilities are in
Vermont except for approximately 4.3 miles of transmission lines which are
located in New Hampshire.
VERMONT ELECTRIC TRANSMISSION COMPANY, INC.
VETCO has approximately 52 miles of high voltage DC transmission line
connecting at the Quebec-Vermont border in the Town of Norton, Vermont with
the transmission line of Hydro-Quebec and connecting at the Vermont-New
Hampshire border near New England Power Company's Moore Hydroelectric
Generating Station with the transmission line of New England Electric
Transmission Corporation, a subsidiary of New England Electric System (not
an affiliate of CVPS).
VERMONT YANKEE NUCLEAR POWER CORPORATION
Upon installation of the new low pressure turbines in April 1995,
Vermont Yankee declared its nuclear power electric generating plant with a
capacity of 522 megawatts (net). The plant, which began commercial
operation on November 30, 1972, is located on the west bank of the
Connecticut River in Vernon, Vermont.
CENTRAL VERMONT PUBLIC SERVICE CORPORATION -
BRADFORD HYDROELECTRIC, INC.
Electric properties of Bradford consist of a 1500 KW hydroelectric
generating station and associated facilities at Bradford, Vermont involving
real estate of 10.2 acres.
CENTRAL VERMONT PUBLIC SERVICE CORPORATION -
EAST BARNET HYDROELECTRIC, INC.
Electric properties of East Barnet consist of a 2200 KW hydroelectric
generating station and associated facilities at East Barnet, Vermont,
involving real estate of 25.54 acres.
3. The following information for the last calendar year with respect
to claimant and each of its subsidiary public utility companies:
a) Number of KWH of electric energy sold (at retail or wholesale),
and Mcf. of natural or manufactured gas distributed at retail.
1995
VY* CVPS** CVEC
Electric:
3,858,510,000 KWH 3,681,918,600 KWH 159,628,399 KWH
Gas:
None None None
*The sales of electric energy shown herein of VY include sales to
VELCO.
**The sales of electric energy shown herein of CVPS include sales to
CVEC and VELCO.
1995
VELCO
Electric 928,169,300 KWH
Gas None
(b) Number of KWH of electric energy and Mcf. of natural or
manufactured gas distributed at retail outside the State in which each
company is organized.
1995
VY CVPS CVEC
Electric:
None None None
Gas:
None None None
1995
VELCO
Electric None
Gas None
(c) Number of KWH of electric energy and Mcf. of natural or
manufactured gas sold at wholesale outside the State in which each such
company is organized, or at the State line.
1995
VY CVPS* CVEC
Electric**:
None 150,436,527 KWH None
Gas:
None None None
*The sales of electric energy shown herein of CVPS include sales to
CVEC.
**Deliveries made at the step-up substation at the site.
1995
VELCO
Electric None
Gas None
(d) Number of KWH of electric energy and Mcf. of natural or
manufactured gas purchased outside the State in which each such company is
organized, or at the State line.
1995
VY CVPS CVEC
Electric:
None 280,070,473 KWH 126,375,740 KWH
Gas:
None None None
1995
VELCO
Electric 648,435,030 KWH
Gas None
Central Vermont Public Service Corporation -
Bradford Hydroelectric, Inc.
Bradford leases one hydroelectric generating station, which went into
service December 20, 1982 to CVPS.
Central Vermont Public Service Corporation -
East Barnet Hydroelectric, Inc.
East Barnet leases one hydroelectric generating station, which went into
service September 1, 1984 to CVPS.
4. The following information for the reporting period with respect
to claimant and each interest it holds directly or indirectly in an exempt
wholesale generator (EWG) or a foreign utility company, stating monetary
amounts in United States dollars:
(a) Name, location, business address and description of the
facilities used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas.
NW Energy (Williams Lake) Limited Partnership, located in Williams
Lake, British Columbia, Canada; its business address is at 1710-1066 West
Hastings Street, Vancouver, British Columbia, Canada. The facility is a
wood waste fired electric generating facility with 60MW (net output).
(b) Name of each system company that holds an interest in such EWG
or foreign utility company; and description of the interest held.
Central Vermont Public Service Corporation ("the Company") is the
holding company system; Catamount Energy Corporation ("CEC") is a wholly
owned subsidiary of the Company; Catamount Williams Lake, Ltd. ("Wms Lake")
is a wholly owned subsidiary of CEC. Wms Lake is a Limited Partner in
T.E.S. Williams Lake Limited Partnership ("T.E.S. LP"). Wms Lake acquired
24.5% of a limited partnership interest in T.E.S. LP, whose sole business
is owning a limited partnership interest in NE Energy Williams Lake Limited
Partnership ("NW Energy"). NW Energy is a limited partnership formed under
and in accordance with the laws of the Province of British Columbia,
Canada. The facility will be used for the generation of electric energy
exclusively for sale at wholesale.
(c) Type and amount of capital invested, directly or indirectly,
by the holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company by the holding
company claiming exemption; and any debt or other financial obligation for
which there is recourse, directly or indirectly, to the holding company
claiming exemption or another system company, other than the EWG or foreign
utility company.
Guarantee of Debt or
Capital Invested Security Financial Obligation
$1,155,428. None None
(d) Capitalization and earnings of the EWG or foreign utility
company during the reporting period.
Capitalization Earnings
$96,133,595. $2,585,739.
(e) Identify any service, sales or construction contract(s)
between the EWG or foreign utility company and a system company, and
describe the services to be rendered or goods sold and fees or revenues
under such agreement(s).
None
<PAGE>
EXHIBIT A
Exhibit A consists of a consolidating statement of income and retained
earnings of the claimant and its subsidiary companies for the last calendar
year, together with a consolidating balance sheet of claimant and its
subsidiary companies as of the close of such calendar year.
See attachments for consolidating financial statements of CVPS and its
subsidiaries for the year 1995.
The above-named claimant has caused this statement to be duly executed
on its behalf by its authorized officer on this 28th day of February 1996.
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
(Name of Claimant)
By: /s/ James M. Pennington
James M. Pennington, Controller
CORPORATE SEAL
Attest:
/s/ Carole L. Root
Assistant Secretary
Name, title, and address of officer to whom notices and correspondence
concerning this statement should be addressed:
Carole L. Root Assistant Secretary
(Name) (Title)
Central Vermont Public Service Corporation
77 Grove Street, Rutland, VT 05701
(Address)
<PAGE>
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<TABLE>
<CAPTION>
Exhibit A
CENTRAL VERMONT PUBLIC SERVICE CORPORATION 1 of 2
AND ITS SUBSIDIARIES
Consolidating Statement of Income and Retained Earnings
Year Ended December 31, 1995
(Dollars in thousands)
Consol-
idating TOTAL
CVPS-CONS VELCO VETCO VY Entries CONS
--------- --------- --------- --------- --------- -----------
56.8% (Note C) 31.3%
Owned Owned
<S> <C> <C> <C> <C> <C> <C>
Operating revenues $288,277 $16,398 $5,960 $180,437 ($67,321) $423,751
--------- --------- --------- --------- --------- -----------
Operating expenses:
Operation:
Purchased power 149,665 - - - (54,958) 94,707
Production and transmission 20,883 1,460 21 19,771 (12,228) 29,907
Other operation 42,116 4,293 171 75,587 (135) 122,032
Maintenance 12,874 1,937 189 30,373 - 45,373
Depreciation 17,297 3,778 2,435 14,445 - 37,955
Decommissioning expense - - - 12,670 - 12,670
Other taxes, principally property tax 10,543 2,146 512 10,225 - 23,426
Taxes on income (Note B) 10,662 17 517 2,360 - 13,556
--------- --------- --------- --------- --------- -----------
Total operating expenses 264,040 13,631 3,845 165,431 (67,321) 379,626
--------- --------- --------- --------- --------- -----------
Operating income 24,237 2,767 2,115 15,006 - 44,125
Other income and deductions:
Equity in earnings of companies not
consolidated 3,292 732 - - (3,493) 531
Allowance for equity funds during con 243 - - 1 - 244
Other income, net 2,678 299 120 4,146 - 7,243
Other taxes (185) - - - - (185)
Benefit (provision) for income taxes (246) - - (1,729) - (1,975)
--------- --------- --------- --------- --------- -----------
Total operating and other income 30,019 3,798 2,235 17,424 (3,493) 49,983
Net interest expense 10,168 2,502 1,503 10,635 - 24,808
--------- --------- --------- --------- --------- -----------
Net income before minority interest 19,851 1,296 732 6,789 (3,493) 25,175
Minority interest in net income - - - - (5,324) (5,324)
--------- --------- --------- --------- --------- -----------
Net income after minority interest 19,851 1,296 732 6,789 (8,817) 19,851
Retained Earnings, January 1 55,575 174 47 1,376 (1,597) 55,575
--------- --------- --------- --------- --------- -----------
75,426 1,470 779 8,165 (10,414) 75,426
Cash dividends declared: --------- --------- --------- --------- --------- -----------
Preferred stock 2,028 540 - - (540) 2,028
Common stock 6,976 700 700 7,320 (8,720) 6,976
--------- --------- --------- --------- --------- -----------
Total dividends 9,004 1,240 700 7,320 (9,260) 9,004
--------- --------- --------- --------- --------- -----------
Retained Earnings, December 31 $66,422 $230 $79 $845 ($1,154) $66,422
========= ========= ========= ========= ========= ===========
</TABLE>
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<TABLE>
<CAPTION>
CENTRAL VERMONT PUBLIC SERVICE 2 of 2
AND ITS SUBSIDIARIES
Consolidating Statement of Income and Retained Earnings
Year Ended December 31, 1995
(Dollars in thousands) Reclassi-
fying &
C.V. Consol-
Realty, idating
CVPS CVEC Inc. SES CEC Entries CVPS-CONS
--------- --------- --------- --------- --------- ----------- ---------
(Note A) (Note A) (Note A) (Note A)
<S> <C> <C> <C> <C> <C> <C> <C>
Operating revenues $280,785 $17,149 - $1,823 $25 ($11,505) $288,277
--------- --------- --------- --------- --------- ----------- ---------
Operating expenses:
Operation:
Purchased power 145,546 13,416 - - - (9,297) 149,665
Production and transmission 20,862 21 - - - - 20,883
Other operation 40,236 2,103 - 1,374 1,637 (3,234) 42,116
Maintenance 12,295 580 - 6 19 (26) 12,874
Depreciation 16,848 449 3 371 38 (412) 17,297
Other taxes 9,968 576 - 62 78 (141) 10,543
Taxes on income (Note B) 10,891 (106) 1 (174) 853 (803) 10,662
--------- --------- --------- --------- --------- ----------- ---------
Total operating expenses 256,646 17,039 4 1,639 2,625 (13,913) 264,040
--------- --------- --------- --------- --------- ----------- ---------
Operating income (loss) 24,139 110 (4) 184 (2,600) 2,408 24,237
Other income and deductions:
Equity in earnings of companies not
consolidated 5,295 - - - 3,755 (5,758) 3,292
Allow. for equity funds during
construction 243 - - - - - 243
Other income (expenses), net (601) (3) 15 (395) 1,392 2,270 2,678
Other taxes (27) - (2) - (15) (141) (185)
Benefit (provision) for
income taxes 548 9 - - - (803) (246)
--------- --------- --------- --------- --------- ----------- ---------
Total operating and other
income (loss) 29,597 116 9 (211) 2,532 (2,024) 30,019
Net interest expense 9,746 326 - 45 74 (23) 10,168
--------- --------- --------- --------- --------- ----------- ---------
Net income (loss) 19,851 (210) 9 (256) 2,458 (2,001) 19,851
Retained Earnings, January 1 55,575 1,852 180 (583) 3,870 (5,319) 55,575
--------- --------- --------- --------- --------- ----------- ---------
75,426 1,642 189 (839) 6,328 (7,320) 75,426
Cash dividends declared: --------- --------- --------- --------- --------- ----------- ---------
Preferred stock 2,028 - - - - - 2,028
Common stock 6,976 - - - - - 6,976
--------- --------- --------- --------- --------- ----------- ---------
Total dividends 9,004 - - - - - 9,004
--------- --------- --------- --------- --------- ----------- ---------
Retained Earnings, December 31 $66,422 $1,642 $189 ($839) $6,328 ($7,320) $66,422
========= ========= ========= ========= ========= =========== =========
</TABLE>
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<TABLE>
<CAPTION>
Exhibit A
CENTRAL VERMONT PUBLIC SERVICE CORPORATIO 1 of 4
AND ITS SUBSIDIARIES
Consolidating Balance Sheet
Year Ended December 31, 1995
(Dollars in thousands)
Consol-
idating TOTAL
CVPS-Cons VELCO VETCO VY Entries CONS
--------- --------- --------- --------- --------- -----------
56.8% (Note C) 31.3%
Owned Owned
Assets
-------
<S> <C> <C> <C> <C> <C> <C>
Utility plant, at original cost $453,784 $92,224 $47,770 $376,762 - $970,540
Less accumulated depreciation 136,057 47,425 22,657 225,257 - 431,396
--------- --------- --------- --------- --------- -----------
317,727 44,799 25,113 151,505 - 539,144
Construction work in progress 8,108 - - 868 - 8,976
--------- --------- --------- --------- --------- -----------
325,835 44,799 25,113 152,373 - 548,120
Nuclear fuel 7,167 - - 376,756 - 383,923
Less accumulated amortization 6,000 - - 356,713 - 362,713
--------- --------- --------- --------- --------- -----------
Net utility plant 327,002 44,799 25,113 172,416 - 569,330
--------- --------- --------- --------- --------- -----------
Investments in affiliates, at equity (Note D)
Nuclear generating companies 20,992 - - - (16,740) 4,252
Other affiliated companies 5,472 4,279 - - (9,751) -
--------- --------- --------- --------- --------- -----------
Total 26,464 4,279 - - (26,491) 4,252
--------- --------- --------- --------- --------- -----------
Nonutility investments 22,622 - - - - 22,622
--------- --------- --------- --------- --------- -----------
Nonutility property, less accumulated
depreciation of $3,664 consolidated 2,896 - - - - 2,896
--------- --------- --------- --------- --------- -----------
Current assets:
Cash & Cash Equivilents 11,962 219 97 14,001 - 26,279
Accounts receivable, less allowance
for uncollectible accts.
$1,551 consolidated 20,543 13,435 - 10,813 - 44,791
Accounts receivable - affiliates 817 4,284 4 5,565 (10,670) -
Unbilled revenue 11,177 49 - - - 11,226
Materials and supplies, at average cost 4,023 1,462 118 16,768 - 22,371
Prepayments 3,607 134 22 5,120 - 8,883
Other current assets 8,446 2,011 1 - - 10,458
--------- --------- --------- --------- --------- -----------
Total current assets 60,575 21,594 242 52,267 (10,670) 124,008
--------- --------- --------- --------- --------- -----------
Regulatory assets and other deferred ch 50,503 996 720 283,951 - 336,170
--------- --------- --------- --------- --------- -----------
Total Assets $490,062 $71,668 $26,075 $508,634 ($37,161) $1,059,278
========= ========= ========= ========= ========= ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
AND ITS SUBSIDIARIES
2 of 4
Consolidating Balance Sheet
Year Ended December 31, 1995
(Dollars in thousands)
Consol-
idating TOTAL
CVPS-CONS VELCO VETCO VY Entries CONS
--------- --------- --------- --------- --------- -----------
56.8% (Note C) 31.3%
Capitalization and Liabilities Owned Owned
------------------------------
<S> <C> <C> <C> <C> <C> <C>
Capitalization:
Common stock (Note E) $70,715 $6,000 $1 $40,001 ($46,002) $70,715
Other paid-in capital 47,189 - 4,199 14,227 (8,304) 57,311
Capital stock expense (1,938) - - - - (1,938)
Retained earnings 66,422 230 79 845 (1,154) 66,422
Treasury stock, at cost (Note E) (2,628) - - (1,130) - (3,758)
--------- --------- --------- --------- --------- -----------
Total common stock equity 179,760 6,230 4,279 53,943 (55,460) 188,752
--------- --------- --------- --------- --------- -----------
Cumulative preferred and preference
stock (Note F) 28,054 10,000 - - (10,000) 28,054
Return of Capital - (5,800) - - 5,800 -
--------- --------- --------- --------- --------- -----------
Total preferred stock 28,054 4,200 - - (4,200) 28,054
--------- --------- --------- --------- --------- -----------
First Mortgage bonds 101,000 30,953 - 75,845 - 207,798
Notes payable 19,142 - 12,580 - - 31,722
Other long-term debt - 322 - - - 322
--------- --------- --------- --------- --------- -----------
Total long-term debt 120,142 31,275 12,580 75,845 - 239,842
--------- --------- --------- --------- --------- -----------
Minority interest - - - - 33,169 33,169
--------- --------- --------- --------- --------- -----------
Total capitalization 327,956 41,705 16,859 129,788 (26,491) 489,817
--------- --------- --------- --------- --------- -----------
Long-Term lease arrangements 19,385 - - - - 19,385
--------- --------- --------- --------- --------- -----------
Current liabilities:
Notes payable - banks 13,505 1,500 2,200 - - 17,205
Long-term debt - current portion - 3,877 2,120 - - 5,997
Accounts payable 5,485 15,360 12 13,764 - 34,621
Accounts payable - affiliates 9,800 806 32 32 (10,670) -
Accrued interest 549 446 50 1,333 - 2,378
Accrued income taxes 1,497 22 26 1,670 - 3,215
Other current liabilities 26,059 34 - 8,259 - 34,352
--------- --------- --------- --------- --------- -----------
Total current liabilities 56,895 22,045 4,440 25,058 (10,670) 97,768
--------- --------- --------- --------- --------- -----------
Accumulated deferred income taxes 57,191 1,687 3,004 29,876 - 91,758
Deferred investment tax credits 8,003 792 1,214 6,047 - 16,056
Accrued decommissioning costs - - - 179,516 - 179,516
Deferred credits and misc. reserves 20,632 5,439 558 138,349 - 164,978
--------- --------- --------- --------- --------- -----------
85,826 7,918 4,776 353,788 - 452,308
--------- --------- --------- --------- --------- -----------
Total Capitalization and Liabilities $490,062 $71,668 $26,075 $508,634 ($37,161) $1,059,278
========= ========= ========= ========= ========= ===========
</TABLE>
<TABLE>
<CAPTION>
CENTRAL VERMONT PUBLIC SERVICE CORPORATION 3 of 4
AND ITS SUBSIDIARIES
Consolidating Balance Sheet
Year Ended December 31, 1995
(Dollars in thousands)
C.V. Consol-
Realty idating
CVPS CVEC Inc. SES CEC Entries CVPS-CONS
--------- --------- --------- --------- --------- ----------- ---------
(Note A) (Note A) (Note A) (Note A)
Assets
------
<S> <C> <C> <C> <C> <C> <C> <C>
Utility plant, at original cost $441,255 $12,529 - - - - $453,784
Less accumulated depreciation 131,853 4,204 - - - 136,057
--------- --------- --------- --------- --------- ----------- ---------
309,402 8,325 - - - - 317,727
Construction work in progress 7,927 181 - - - - 8,108
--------- --------- --------- --------- --------- ----------- ---------
317,329 8,506 - - - - 325,835
Nuclear fuel 7,167 - - - - - 7,167
Less accumulated amortization 6,000 - - - - - 6,000
--------- --------- --------- --------- --------- ----------- ---------
Net utility plant 318,496 8,506 - - - - 327,002
--------- --------- --------- --------- --------- ----------- ---------
Investments in affiliates,
at equity (Note D)
Nuclear generating companies 20,992 - - - - - 20,992
Other affiliated companies 38,150 - - - - (32,678) 5,472
--------- --------- --------- --------- --------- ----------- ---------
Total 59,142 - - - - (32,678) 26,464
--------- --------- --------- --------- --------- ----------- ---------
Nonutility investments - - - - 22,622 - 22,622
--------- --------- --------- --------- --------- ----------- ---------
Nonutility property, less
accumulated depreciation of
$20 parent company and
$3,664 consolidated 229 - 44 2,104 519 - 2,896
--------- --------- --------- --------- --------- ----------- ---------
Current assets:
Cash & Cash Equivilents 1,793 144 221 233 9,571 - 11,962
Accounts receivable, less
allowance for -
uncollectible accounts
$1,470 parent company and
$1,551 consolidated 17,827 1,866 - 71 779 - 20,543
Accounts receivable - affiliates 5,372 300 56 794 513 (6,218) 817
Unbilled revenue 10,946 231 - - - - 11,177
Materials and supplies, at
average cost 4,007 - - 16 - - 4,023
Prepayments 3,521 61 - 5 20 - 3,607
Other current assets 5,684 10 - - 2,752 - 8,446
--------- --------- --------- --------- --------- ----------- ---------
Total current assets 49,150 2,612 277 1,119 13,635 (6,218) 60,575
--------- --------- --------- --------- --------- ----------- ---------
Regulatory assets and other
deferred charges 50,457 47 - - (1) - 50,503
--------- --------- --------- --------- --------- ----------- ---------
Total Assets $477,474 $11,165 $321 $3,223 $36,775 ($38,896) $490,062
========= ========= ========= ========= ========= =========== =========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CENTRAL VERMONT PUBLIC SERVICE CORPORATION 4 of 4
AND ITS SUBSIDIARIES
Consolidating Balance Sheet
Year Ended December 31, 1995
(Dollars in thousands)
CV CONSOL-
REALTY IDATING
CVPS CVEC INC SES CEC ENTRIES CVPS-CONS
--------- --------- --------- --------- --------- ----------- ---------
(Note A) (Note A) (Note A) (Note A) (Note A)
Capitalization and Liabilities
------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Capitalization:
Common stock (Note E) $70,715 $700 $30 - - ($730) $70,715
Other paid-in capital 47,189 - - 3,613 21,015 (24,628) 47,189
Capital stock expense (1,938 - - - - - (1,938)
Retained earnings 66,422 1,642 189 (839) 6,328 (7,320) 66,422
Treasury stock (Note E) (2,628) - - - - - (2,628)
--------- --------- --------- --------- --------- ----------- ---------
Total common stock equity 179,760 2,342 219 2,774 27,343 (32,678) 179,760
--------- --------- --------- --------- --------- ----------- ---------
Cumulative preferred and preference
stock (Note F) 28,054 - - - - - 28,054
--------- --------- --------- --------- --------- ----------- ---------
First Mortgage bonds 101,000 - - - - - 101,000
Notes payable 16,300 2,500 - - 342 - 19,142
--------- --------- --------- --------- --------- ----------- ---------
Total long-term debt 145,354 2,500 - - 342 - 148,196
--------- --------- --------- --------- --------- ----------- ---------
Total capitalization 325,114 4,842 219 2,774 27,685 (32,678) 327,956
--------- --------- --------- --------- --------- ----------- ---------
Long-term lease arrangements 19,385 - - - - - 19,385
--------- --------- --------- --------- --------- ----------- ---------
Current liabilities:
Notes payable - banks 13,000 490 - - 15 - 13,505
Long-term debt - current portion - - - - - - -
Accounts payable 4,591 727 - 43 124 - 5,485
Accounts payable - affiliates 11,458 3,764 102 100 594 (6,218) 9,800
Accrued interest 547 1 - - 1 - 549
Accrued Income taxes 1,421 - - - 76 - 1,497
Other current liabilities 25,606 292 - 16 145 - 26,059
--------- --------- --------- --------- --------- ----------- ---------
Total current liabilities 56,623 5,274 102 159 955 (6,218) 56,895
--------- --------- --------- --------- --------- ----------- ---------
Accumulated deferred income taxes 47,963 803 - 290 8,135 - 57,191
Deferred investment tax credits 7,890 113 - - - - 8,003
Deferred credits 20,499 133 - - - - 20,632
--------- --------- --------- --------- --------- ----------- ---------
76,352 1,049 - 290 8,135 - 85,826
--------- --------- --------- --------- --------- ----------- ---------
Total Capitalization and
Liabilities $477,474 $11,165 $321 $3,223 $36,775 ($38,896) $490,062
========= ========= ========= ========= ========= =========== =========
</TABLE>
<PAGE>
<PAGE>
Exhibit A
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
AND ITS SUBSIDIARIES
Notes to Consolidating Financial Statements
For the Year Ended December 31, 1995
Note A-Consolidation:
The consolidating financial statements include the accounts of
Central Vermont Public Service Corporation (CVPS), its wholly owned
subsidiaries, Connecticut Valley Electric Company Inc. (CVEC),
C. V. Realty, Inc., CV Energy Resources, Inc. (CVER), SmartEnergy
Services, Inc. (SES) and Catamount Energy Corporation, Inc. (CEC),
which compose CVPS consolidated. In addition, for purposes of this
SEC Form U-3A-2, the consolidating financial statements include the
accounts of CVPS's affiliates, Vermont Electric Power Company, Inc.
(VELCO) 56.8% owned, Vermont Electric Transmission Company, Inc.
(VETCO), a wholly owned subsidiary of VELCO and Vermont Yankee
Nuclear Power Corporation (VY) 31.3% owned, which constitutes total
consolidated.
CVPS follows the equity method of accounting for its investments
in affiliates. See Note D.
Note B-Income taxes:
CVPS and its wholly owned subsidiaries
--------------------------------------
The Company records income taxes in accordance with the Financial
Accounting Standards Board's (SFAS) No. 109, "Accounting for Income
Taxes," requiring an asset and liability approach to determine income
tax liabilities. The Standard requires recognition of tax assets
and liabilities for the cumulative effect of all temporary differences
between financial statement carrying amounts and the tax basis of
assets and liabilities.
A valuation allowance has not been recorded, as the Company
expects all deferred income tax assets will be utilized in the future.
VELCO
-----
VELCO records income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes," requiring an asset and liability approach
to determine income tax liabilities. The Standard requires recognition
of tax assets and liabilities for the cumulative effect of all temporary
differences between financial statement carrying amounts and the tax
basis of assets and liabilities. Under SFAS No. 109, additional
deferred tax assets and liabilities resulting from VELCO's transmission
billing calculation will be returned to, or collected from, ratepayers
in future transmission billings. VELCO expects all deferred income
tax assets will be utilized in the future.
<PAGE>
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
AND ITS SUBSIDIARIES
Notes to Consolidating Financial Statements
(continued)
VY
--
Vermont Yankee records taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes," requiring an asset and liability approach
to determine income tax liabilities. The Standard requires recognition
of tax assets and liabilities for the cumulative effect of all
temporary differences between financial statement carrying amounts and
the tax basis of assets and liabilities.
Note C-VETCO:
Vermont Electric Transmission Company, Inc. (VETCO) was
incorporated in 1982, and is a wholly owned subsidiary of Vermont
Electric Power Company, Inc. VETCO was formed to construct, own and
operate the Vermont portion of a high voltage transmission line
connecting the electric system of New England with that of Hydro-Quebec,
a Canadian utility.
VETCO has entered into support agreements in connection with
construction of the transmission line with substantially all of the
New England electric utilities. The support agreements require the
utilities to reimburse VETCO for all operating and capital costs of
the transmission line on an unconditional and absolute basis. In
return, VETCO has agreed to build, own, operate and maintain the line
and to involve itself in no other activities during the term of the
agreement, which extends for 30 years from the date of commercial
operation of the line. These support agreements also provide for an
advisory committee made up of participants to review the operations
of VETCO and to make recommendations on major decisions. VETCO is
obligated to follow these recommendations to the extent reasonably
practical.
Because these provisions of the support agreements effectively
restrict VELCO's control, VELCO has not consolidated its financial
information with that of VETCO and instead is accounting for its
investment using the equity method.
<PAGE>
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
AND ITS SUBSIDIARIES
Notes to Consolidating Financial Statements
Note D-Investments in affiliates:
CVPS accounts for investments in its affiliates by the
equity method (dollars in thousands):
December 31,
1995
------------
Nuclear generating companies
VY $16,740
Maine Yankee Atomic Power Company 1,411
Connecticut Yankee Atomic Power Company 2,021
Yankee Atomic Electric Company 820
Other affiliated companies:
CVEC 2,343
C. V. Realty, Inc. 218
SES 2,774
CEC 27,343
VELCO:
Common stock 3,496
Preferred stock 1,976
-------
Total investments - CVPS 59,142
VELCO investment in VETCO 4,279
-------
Total investments 63,421
Consolidating eliminations 59,169
-------
Total consolidated $ 4,252
=======
<PAGE>
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
AND ITS SUBSIDIARIES
Notes to Consolidating Financial Statements
Note E-Common stock:
The authorized and outstanding common stock for each of the
companies was as follows (dollars in thousands):
December 31,
1995
------------
CVPS:
Common stock, $6 par value, authorized
19,000,000 shares; outstanding
11,785,848 shares $ 70,715
Treasury stock, at cost 195,100 shares (2,628)
CVEC:
Common stock, $50 par value, authorized
20,000 shares; outstanding 14,000 shares 700
C. V. Realty, Inc.:
Common stock, $100 par value, authorized
500 shares; outstanding 300 shares 30
SES:
Common stock, $1 par value, authorized
10,000 shares; outstanding 1 share -
CEC:
Common stock, $1 par value, authorized
10,000 shares; outstanding 1 share -
VELCO:
Common stock, $100 par value, Class B-authorized
92,000 shares; outstanding 60,000 shares 6,000
VETCO:
Common stock, $100 par value, authorized
and outstanding 10 shares 1
VY:
Common stock, $100 par value, authorized
400,100 shares; outstanding 400,014 shares 40,001
Treasury stock, at cost 7,533 shares (1,130)
--------
Total common stock equity 113,689
Consolidating eliminations 46,732
--------
Total consolidated $ 66,957
========
<PAGE>
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
AND ITS SUBSIDIARIES
Notes to Consolidating Financial Statements
Note F-Preferred and preference stock:
Cumulative preferred and preference stock outstanding were as
follows (dollars in thousands):
December 31,
1995
------------
CVPS:
Preferred stock, $100 par value, authorized
500,000 shares
Outstanding:
4.15% series, 37,856 shares $ 3,786
4.65% series, 10,000 shares 1,000
4.75% series, 17,682 shares 1,768
5.375% series, 15,000 shares 1,500
8.30% series, 200,000 shares 20,000
Preference stock, $1 par value, authorized
1,000,000 shares; outstanding - none -
VELCO:
Preferred stock, $100 par value, authorized
125,000 shares; outstanding 100,000 shares 10,000
Return of capital (5,800)
VY:
Preferred stock, $100 par value, authorized
300,000 shares; outstanding - none -
--------
Total cumulative preferred and
preference stock 32,254
Consolidating eliminations 4,200
--------
Total consolidated $ 28,054
========
<PAGE>
EXHIBIT C
Organizational chart showing the relationship of each EWG to associate
companies in the holding-company system.
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
(Name of Holding Company)
100%
CATAMOUNT ENERGY CORPORATION
100%
CATAMOUNT WILLIAMS LAKE LTD.
24.5%
T.E.S. WILLIAMS LAKE L.P.
33%
NW ENERGY WILLIAMS LAKE L.P.
<TABLE> <S> <C>
<ARTICLE> OPUR3
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> 1,059,278
<TOTAL-OPERATING-REVENUES> 423,751
<NET-INCOME> 19,851
</TABLE>
