FILE NO. 69-351
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-3A-2
STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION
UNDER RULE U-3A-2 FROM THE PROVISIONS OF
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
TO BE FILED ANNUALLY PRIOR TO MARCH 1
DUKE ENERGY CORPORATION
hereby files (on behalf of itself and all of the members of its consolidated
group as described herein) 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:
<PAGE>
1. 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.
Duke Energy Corporation (the "Claimant"), formerly Duke Power
Company, is a North Carolina corporation engaged in the generation,
transmission, distribution and sale of electric energy in the central
portion of North Carolina and the western portion of South Carolina. Its
service area, approximately two-thirds of which is located in North
Carolina, covers about 20,000 square miles with an estimated population
of 5,100,000 and includes a number of cities, of which the largest are
Charlotte, Greensboro, Winston-Salem and Durham in North Carolina and
Greenville and Spartanburg in South Carolina. On June 18, 1997, Duke
Power Company changed its name to Duke Energy Corporation in accordance
with the terms of a merger agreement with PanEnergy Corp, a Delaware
corporation (PanEnergy), which, through subsidiaries, is involved in the
gathering, processing, transportation and storage of natural gas, the
production of natural gas liquids and the marketing of natural gas,
electricity, liquefied petroleum gases and related energy services.
Pursuant to the merger, each share of PanEnergy common stock outstanding
was converted into the right to receive 1.0444 shares of the Claimant's
common stock, and PanEnergy became a wholly owned subsidiary of the
Claimant. The Claimant is also engaged in a variety of diversified
operations, most of which are organized in separate subsidiaries.
Claimant has no public utility subsidiaries other than Nantahala Power
and Light Company ("NP&L").
During the year ended December 31, 1997, the Claimant's
electric generation, transmission and distribution revenues amounted to
approximately $4.3 billion, of which about 70% was derived from North
Carolina and 30% from South Carolina. The Claimant's executive offices
are located in the Power Building, 422 South Church Street, Charlotte,
North Carolina 28202. (Reference is made to the Form 10-K Annual Report
of the Claimant for the year ended December 31, 1997, to be incorporated
herein by reference for additional information concerning the business
of Claimant.)
The Claimant has the following active direct subsidiaries, all of which
are wholly owned:
1. NP&L, a North Carolina corporation, is engaged in the business of
generating, transmitting and distributing electric power in western
North Carolina.
2. Duke Capital Corporation ("Duke Capital"), formerly Church Street
Capital Corp., is a Delaware corporation which serves as a parent
company and provides funding and credit enhancement services for the
non-electric operating subsidiaries in the Claimant's system. For
further information on the subsidiaries of Duke Capital, including
PanEnergy and its subsidiaries, reference is made to the Form 10-K
Annual Report of Claimant for the year ended December 31, 1997, to be
incorporated by reference herein.
2
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The Claimant has the following inactive subsidiaries, all of
which are wholly owned:
1. Eastover Mining Company, a Kentucky corporation
2. Eastover Land Company, a Kentucky corporation
3. Catawba Mfg. & Electric Power Company, a North Carolina
corporation
4. Western Carolina Power Company, a North Carolina corporation
5. Caldwell Power Company, a North Carolina corporation
6. Southern Power Company, a North Carolina corporation
7. Greenville Gas & Electric Light & Power Company, a South
Carolina corporation
8. Wateree Power Company, a South Carolina corporation
9. Western Fuel, Inc., a Wyoming corporation
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 THE 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.
At December 31, 1997, the Claimant operated three nuclear generating
stations, eight coal-fired stations, twenty hydroelectric stations and six
combustion turbine stations, all of which are located in North Carolina or South
Carolina.
The following is a list of the major generating stations owned by
the Claimant at December 31, 1997:
Facility Energy Source Net MW
-------- ------------- ------
Oconee Nuclear 2,538
McGuire Nuclear 2,258
Catawba Nuclear 282(1)
Belews Creek Coal 2,240
Marshall Coal 2,090
Allen Coal 1,140
Cliffside Coal 760
Others Coal 1,469
Bad Creek Hydroelectric 1,065
Jocassee Hydroelectric 610
Others Hydroelectric 1,010
Combustion Oil and gas 1,784
turbines
-------------------
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(1) Represents the Claimant's 12-1/2 percent ownership share of the
Catawba Nuclear Station.
In addition to the electric generating plants described above, the
Claimant owned, as of December 31, 1997, approximately 12,800 conductor miles of
transmission lines, including 600 conductor miles of 500 kilovolts, 2,600
conductor miles of 220 kilovolts, 6,400 conductor miles of 100 kilovolts, and
3,200 conductor miles of 13 - 66 kilovolts.
The Claimant also owned, as of December 31, 1997, approximately 75,000
conductor miles of distribution lines, including 47,300 conductor miles of rural
overhead lines, 15,000 conductor miles of urban overhead lines, 7,000 conductor
miles of rural underground lines and 5,700 conductor miles of urban underground
lines.
As of such date, the Claimant's transmission and distribution systems
comprised approximately 1,600 substations with an installed transformer capacity
of approximately 84,100,000 kVA.
NP&L's generation facilities consist of eleven hydroelectric plants
with an aggregate nameplate capacity of approximately 100 MW. The Claimant
supplies all of NP&L's supplemental power needs from Duke Energy's Tuckaseegee
Substation near NP&L's Thorpe Plant. NP&L also has an interconnection of 161 kV
with the Tennessee Valley Authority ("TVA") at Santeetlah, North Carolina. The
transmission backbone of the NP&L system is a 161 kV line from Duke Energy's
Tuckaseegee Substation to the interconnection with TVA at Santeetlah, with
Nantahala substations at Robbinsville, Nantahala Plant, Oak Grove, Webster and
Thorpe Plant. At these substations, voltage is stepped down and sent over lower
voltage lines to customers.
Reference is made to the map attached hereto as Exhibit D for the
locations of principal generating plants, transmission lines, and distribution
facilities of the Claimant and NP&L. Such map is incorporated herein by
reference.
3. THE FOLLOWING INFORMATION FOR THE LAST CALENDAR YEAR WITH RESPECT TO
THE 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.
Number of kwh. of electric energy sold (at retail or wholesale):
----------------------------------------------------------------
Company Kwh.
------- ----
Claimant 69,842,141,000(1) (retail)
7,288,012,000(2) (wholesale)
NP&L 926,430,000(3) (retail)
88,941,000(4) (wholesale)
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- -----------
(1) Excludes 411,184,000 Kwh for change in electric service rendered but
not yet billed to customers.
(2) Excludes 10,704,988,000 Kwh received by the other joint owners of the
Catawba Nuclear Station, which represents delivery of the other joint
owners' energy entitlements. These deliveries are not reflected as
sales by the Claimant. Includes sales to NP&L of 613,364,000 Kwh.
(3) Excludes (4,646,000) Kwh for change in electric service rendered but
not yet billed to customers.
(4) Includes sales to Claimant of 4,100,000 Kwh.
Gas Sales (at retail)
---------------------
Company Mcf.
------- ----
Claimant None
NP&L 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.
Company Kwh.
------- ----
Claimant 21,480,350,000
NP&L None
Company Mcf.
------- ----
Claimant None
NP&L None
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(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.
Company Kwh.
------- ----
Claimant 3,377,489,000(1)
NP&L None
Company Mcf.
------- ----
Claimant None
NP&L None
------------------
(1) Excludes 1,199,569,000 Kwh delivered to the other joint owners
of the Catawba Nuclear Station outside North Carolina associated
with the McGuire reliability exchange agreement.
(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.
Company Kwh.
------- ----
Claimant 1,520,011,000(1)
NP&L 4,100,000(2)
Company Mcf.
------- ----
Claimant None
NP&L None
- ---------------
(1) Excludes 1,612,322,000 Kwh delivered from the other joint owners
of the Catawba Nuclear Station outside North Carolina associated
with the McGuire reliability exchange agreement.
(2) This amount reflects purchases from TVA, which is organized
outside North Carolina. However, such purchases are made at
interconnection points inside North Carolina. All Kwh purchased
from TVA were sold to Claimant.
4. THE FOLLOWING INFORMATION FOR THE REPORTING PERIOD WITH RESPECT TO
CLAIMANT AND EACH INTEREST IT HOLDS DIRECTLY OR INDIRECTLY IN AN EWG OR A
FOREIGN UTILITY COMPANY, STATING MONETARY AMOUNTS IN UNITED STATES DOLLARS:
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(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.
The Claimant owns indirect equity interests in three foreign utility
companies that, during 1997, directly owned electric facilities in Argentina,
and one foreign utility company that directly owns electric facilities in
Indonesia. Such electric facilities are described in paragraphs (1) through (4)
below:
(1) CENTRAL TERMICA GUEMES S.A. ("GUEMES")
Location of Ruta 34 KM 1135
Facility: (4430) GRAL.M.M. de Guemes
Salta, Argentina
Business Adolfo Alsina 633, Fifth Floor
Address: 1384 Buenos Aires
Republic of Argentina
Guemes owns the Guemes Power Station, which is comprised of three gas
fired units, two of which have a nameplate capacity of 60 MW each and one of
which has a nameplate capacity of 125 MW.
Guemes sells electric energy and capacity in the "Wholesale Electric
Market" which has been established by statute in Argentina under the
jurisdiction of the Argentine Secretariat of Energy and the National Regulatory
Entity of Electricity. Energy and capacity are sold on a competitive spot market
basis in accordance with dispatch instructions from a central dispatch center
and under term agreements.
(2) COMPANIA DE TRANSPORTE DE ENERGIA
ELECTRICA EN ALTA TENSION
TRANSENER S.A. ("TRANSENER")
Location of Paseo Colon 728
Facility: Buenos Aires, Argentina
Business Av. de Mayo, 645 First Floor
Address: Buenos Aires
Republic of Argentina
Transener holds an exclusive 95-year concession for the
transmission of high tension electric energy in Argentina. The
transmission facilities that Transener owns consist of 6,867 kilometers
of 500 kV transmission lines, 284 kilometers of 220 kV transmission
lines and 27 transforming substations. All of Claimant's equity
ownership interest in the Transener facilities was sold by an indirect
subsidiary of Claimant in June 1997. For a further description of this
sale, see section 4 (b)(2) hereof.
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(3) HIDROELECTRICA PIEDRA DEL AGUILA S.A.
("PIEDRA DEL AGUILA")
Location of (8314) VILLA Piedra del Aguila
Facility: Neuquen, Argentina
Business Av. de Mayo, 645 First Floor
Address: Buenos Aires
Republic of Argentina
Piedra del Aguila holds an exclusive 30-year concession for the
generation of hydroelectric energy from the facility located at Piedra del
Aguila in the Provinces of Neuquen and Rio Negro in Argentina. The facility
consists of four 350 MW units. Energy and capacity are sold on a competitive
spot market basis in accordance with dispatch instructions from a central
dispatch center and under term agreements.
(4) P.T. PUNCAKJAYA POWER ("PJP")
Location of Irian Jaya region
Facility: of eastern Indonesia
Business Plaza 89, 5th Floor
Address: J1. H.R. Rasuna Said Kav. X-7 No. 6
Jakarta 12940, Indonesia
PJP owns certain facilities consisting of power generation and power
delivery assets located in Irian Jaya, Indonesia. Such facilities provide
electric power to a large mining and milling operation and its surrounding
infrastructure. The operational generation assets include eight separate power
generation facilities consisting of an aggregate of 66 diesel-fueled generating
units (ranging from .32 MW to 4.7 MW), and one hydroelectric generating facility
consisting of two hydroelectric generating units (approximately 3.15 MW each).
The power plants have a combined adjusted nameplate capacity of approximately
194 MW. Additionally, a 3 unit, 195 MW coal-fired generation plant is under
construction, with completion expected in 1998.
The facilities also include the following transmission assets: a 5
kilometer 115 kV ring bus which interconnects certain of the power production
plants, a 15 kilometer 20 kV transmission line which joins two portions of the
facilities and a 10 kilometer 13 kV transmission line which joins other portions
of the facilities. Additionally, a 96.6 kilometer transmission line is under
construction, with completion expected in 1998.
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The Claimant also owns an indirect equity interest in an electric
EWG facility described in paragraph (5) below:
(5) PANENERGY LAKE CHARLES GENERATION, INC. ("LAKE CHARLES")
Location of Hwy 384 and Lincoln Road
Facility: Calcasieu Parish
Lake Charles, LA
Business Duke Energy Power Services, LLC
Address: 10777 Westheimer Suite 975
Houston, Texas 77042
The facility is a 16 MW natural gas-fired generating facility located
in Lake Charles, Louisiana, and certain related interconnection facilities.
Capacity and energy of the facility are sold at wholesale, as defined in Section
201(d) of the Federal Power Act ("FPA").
(B) NAME OF EACH SYSTEM COMPANY THAT HOLDS AN INTEREST IN SUCH EWG OR
FOREIGN UTILITY COMPANY; AND DESCRIPTION OF THE INTEREST HELD.
Set forth below, under the names of the facilities described in
Section 4(a) above, are the system companies holding interests therein
and the relationship of such companies to the Claimant. Each of the
companies listed below is a foreign utility company or EWG. The
interests in the foreign utility companies described in Section 4(a) are
all directly or indirectly held by Duke Energy Global Asset Development, Inc., a
Nevada corporation ("DEGAD"). Lake Charles is directly held by Panhandle
Acquisition Three, Inc., a Delaware corporation. Both DEGAD and Panhandle
Acquisition Three, Inc. are indirect subsidiaries of Duke Capital, a direct
subsidiary of the Claimant. Reference is made to the organizational charts in
Exhibits C-1 through C-5.
(1) GUEMES FACILITY
Central Termica Guemes S.A.
Duke Guemes, Inc.
Powerco S.A.
Powerco Services S.A.
Duke Guemes Operating Corp.
Duke Guemes, Inc., a Delaware corporation ("Duke Guemes"), is a wholly
owned direct subsidiary of Duke Energy Group, Inc., a Delaware corporation
("DEG"), which is a wholly owned direct subsidiary of DEGAD. Duke Guemes in turn
owns a 25% equity interest in Powerco S.A., an Argentine corporation
headquartered in Buenos Aires ("Powerco"). Powerco owns a 60% equity interest in
Guemes. This ownership results in Duke Guemes owning a 15% indirect equity
interest in Guemes. Duke Guemes also owns 51% of Powerco Services S.A., an
Argentine corporation ("Powerco Services"), which provides operating expertise
to the Guemes facility, and is the operator of the Guemes station presently
qualified by the Argentine government. Duke Guemes owns 100% of the outstanding
voting stock of Duke Guemes Operating Corp., a Delaware corporation ("DGOC"),
which assists Powerco Services in operating the Guemes Power Station.
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(2) TRANSENER FACILITIES
Compania de Transporte de Energia
Electrica en Alta Tension
Transener S.A.
Duke Transener, Inc.
Compania Inversora en Transmision
de Electrica Citelec S.A. ("Citelec")
Duke Transener Operating Corp. ("DTOC")
Duke Transener, Inc., a Delaware corporation ("Duke Transener"), is a
wholly owned direct subsidiary of DEG, which is a direct wholly owned subsidiary
of DEGAD. Duke Transener owned a 15% equity interest in Citelec, an Argentine
corporation based in Buenos Aires, which in turn had a 65% equity interest in
Transener, resulting in Duke Transener holding a 9.75% indirect equity interest
in Transener. Duke Transener sold its equity interest in Citelec, and thus its
equity interest in Transener in June 1997. DTOC, which is 100% owned by Duke
Transener, formerly assisted Duke Transener in operating the Transener
facilities. As of the date of the sale in June 1997, neither Duke Transener nor
DTOC continued to provide such services.
(3) PIEDRA DEL AGUILA FACILITY
Hidroelectrica Piedra del Aguila S.A.
Duke Hidronor, Inc.
Duke Hidronor (Caymans) Ltd.
Hidroneuquen S.A.
Duke Hidronor Operating Corp.
Duke Hidronor, Inc., a Delaware corporation ("Duke Hidronor"), is a
wholly owned direct subsidiary of DEG, which is a wholly owned direct subsidiary
of DEGAD. Duke Hidronor owns 100% of Duke Hidronor (Caymans) Ltd. ("DHCL"),
which in turn owns a 16.54% equity interest in Hidroneuquen S.A.
("Hidroneuquen"), an Argentine corporation. Hidroneuquen owns a 59% equity
interest in Piedra del Aguila, resulting in Duke Hidronor holding a 9.76%
indirect equity interest in Piedra del Aguila. Duke Hidronor also owns 100% of
the outstanding voting stock of Duke Hidronor Operating Corp., a Delaware
corporation ("DHOC"). DHOC is an operator of the Piedra del Aguila facility.
Duke Hidronor continues to be a foreign utility company by virtue of the
ownership interests described herein.
(4) PJP FACILITIES
P.T. Puncakjaya Power
P.T. Nusantara Power Services ("NPS")
Duke Irian Jaya, Inc.
As of December 31, 1997, 43% percent of the outstanding voting stock of
PJP is owned by Duke Irian Jaya, Inc., a Delaware corporation ("Duke Irian
Jaya"), which is a wholly owned direct subsidiary of DEG, which is a wholly
owned subsidiary of DEGAD. This ownership percentage increased from 30% in
December 1997. The outstanding voting stock of NPS is 40% owned by
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Duke Coal Project Services Pacific, Inc., a Nevada corporation ("DCPSP"). DCPSP
is a wholly owned direct subsidiary of Duke Project Services Group, Inc., a
Delaware corporation ("DPSG"), which is a wholly owned direct subsidiary of Duke
Capital. NPS is the operator of the PJP facilities.
(5) LAKE CHARLES FACILITY
Lake Charles is a wholly owned direct subsidiary of Panhandle
Acquisition Three, Inc. Lake Charles owns a 50% interest in the assets described
above as the Lake Charles Facility.
(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.
(1) GUEMES
As of December 31, 1997, DEG had an equity investment of $6,510,000 in
Duke Guemes. Duke Guemes had equity investments of ($2,685,000) in Powerco and
$120,000 in Powerco Services, and Powerco had $0 equity investment in Guemes.
(2) TRANSENER
As of December 31, 1997, DEG had an equity investment of ($3,218,000)
in Duke Transener. Duke Transener sold its equity interest in Citelec and thus
its interest in Transener in June 1997.
(3) PIEDRA DEL AGUILA
As of December 31, 1997, DEG had an equity investment of $46,892,000 in
Duke Hidronor. Duke Hidronor had an equity investment of $47,282,000 in DHCL,
and DHCL had an equity investment of $46,396,000 in Hidroneuquen. Hidroneuquen
had an equity investment of $275,636,000 in Piedra del Aguila. As of December
31, 1997, Duke Hidronor, along with certain other shareholders of Hidroneuquen,
participated in a $30,000,000 standby credit facility for Piedra del Aguila, of
which Duke Hidronor's share was $5,733,000. Duke Capital guaranteed Duke
Hidronor's share of this facility. The credit facility had no amount outstanding
at December 31, 1997.
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(4) PJP
As of December 31, 1997, DEG had an equity investment of $49,755,000 in
Duke Irian Jaya. Duke Irian Jaya had an equity investment of $33,826,000 in PJP.
In addition, Duke Irian Jaya had $13,481,000 notes receivable due from PJP at
December 31, 1997.
As of December 31, 1997, DPSG had an equity investment of $893,000 in
DCPSP. DCPSP had an equity investment of $290,000 in NPS.
(5) LAKE CHARLES FACILITY
As of December 31, 1997, Panhandle Acquisition Three, Inc. had an
investment of ($114,000) in Lake Charles.
(D) CAPITALIZATION AND EARNINGS OF THE EWG OR FOREIGN UTILITY COMPANY
DURING THE REPORTING PERIOD.
See Exhibit A-5 for capitalization and earnings of foreign utility
companies and EWG.
(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).
During the reporting period, the following service contracts were in
effect:
1. Powerco Services and Guemes are parties to an Operation,
Maintenance and Management Services Agreement under which Powerco
Services provides operation, maintenance and management services
for the Guemes Facility. Guemes reimburses Powerco Services for
its direct costs incurred in providing such services plus an
additional 7% of non-labor direct costs. Guemes also pays Powerco
Services a fixed fee of $15,000 per month (adjusted based on
increases in the GNP Implicit Price Deflator), and a quarterly
variable fee of 6% of Guemes' net quarterly earnings before
interest, principal, taxes and depreciation.
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2. Powerco Services and Duke Guemes Operating Corp. are parties to a
Technical Assistance and Staffing Agreement, whereby Duke Guemes
Operating Corp. provides technical assistance and personnel
necessary to allow Powerco Services to carry out its obligations
under the contract described in #1 above. Powerco Services agrees
to pay to Duke Guemes Operating Corp. a fixed fee of $7,650 per
month (adjusted similarly as above), and a quarterly variable fee
equal to 51% of the variable fee described in #1 above.
3. Piedra del Aguila, DHOC and two other entities are parties to a
Technological Assistance and Transfer of Technology Agreement
whereby DHOC and the other two parties provide technical knowledge
and assistance and transfers of certain technology to Piedra del
Aguila for operation of the Piedra del Aguila Facility. As
compensation under the Agreement, Piedra del Aguila agrees to pay
DHOC and the other parties 1.5% of its annual gross income. The
fee is to be distributed equally among DHOC and the other two
parties providing services under the Agreement.
4. Duke Energy International ("DEI"), a subsidiary of DEG, has
entered into a Services Agreement with Duke Guemes pursuant to
which DEI provides to Duke Guemes administrative, financial and
other services, as requested by Duke Guemes, related to the Guemes
Facility. DEI is reimbursed by Duke Guemes for all reasonable
costs incurred in its performance of such services. DEI has
identical agreements with Duke Hidronor, Duke Irian Jaya, DGOC,
DTOC, DHOC and DHCL, each agreement relating to the project with
which such company is associated.
5. PJP and DEI are parties to a Project Administrative Services
Agreement, under which DEI provides administrative services to PJP
related to PJP's insurance, credit agreement, accounting and
treasury functions. DEI receives a fee based on its cost of
providing such services, at rates which may be revised from time
to time.
6. PJP and NPS are parties to an Operation, Maintenance and Services
Agreement under which NPS provides operation, maintenance and
management services for the PJP facilities. PJP reimburses NPS for
its direct costs incurred in providing such services, spare parts,
and equipment. PJP also pays NPS a fixed annual fee of $700,000,
to be paid in equal monthly installments (adjusted annually based
on changes in the GDP Deflator Ratio), plus an incentive fee.
7. Duke Engineering & Services, Inc. ("DE&S"), an indirect wholly
owned subsidiary of Duke Capital, and Piedra del Aguila are
parties to a Master Services Agreement under which DE&S has agreed
to furnish certain engineering and related services which Piedra
del Aguila may request from time to time. Piedra del Aguila has
agreed to reimburse DE&S at agreed-upon hourly rates for labor,
DE&S' commercial rates plus 10% for non-labor charges, and any
additional amounts arising out of Argentine government
requirements.
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8. DE&S and Guemes are parties to a Master Services Agreement under
which DE&S has agreed to furnish certain engineering and related
services which Guemes may request from time to time. Guemes has
agreed to reimburse DE&S at agreed-upon hourly rates for labor,
DE&S' actual costs for non-labor charges, some of which will be
increased by 10%, and any additional amounts arising out of
Argentine government requirements.
9. Lake Charles and Trunkline LNG Company, a wholly owned indirect
subsidiary of Duke Capital, are parties to an Operating Agreement
under which Trunkline LNG Company provides operating and
maintenance services. Lake Charles pays its pro-rata share of
direct expenses.
10. Lake Charles and Duke Energy Trading and Marketing (DETM) are
parties to a service agreement under which DETM sells gas,
arranges transmission service and markets energy on behalf of Lake
Charles.
11. Transener, DTOC and four other entities were parties to a
Technical Assistance Agreement for the Operation, Maintenance and
Management of the Transener Facilities. DTOC and the other parties
provided technical assistance to Transener in connection with its
operation, maintenance and management of the Transener Facilities.
Transener paid to DTOC and the other parties a fee equal
to five percent of Transener's annual income, distributed
pro rata based upon ownership in Citelec, Transener's
direct parent. This Agreement was terminated upon the sale
of Duke Transener's interest in Citelec, as described herein.
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The above-named Claimant has caused this statement to be duly executed
on its behalf by its authorized officer on this 27th day of February, 1998.
DUKE ENERGY CORPORATION
By: _____________________________
Jeffrey L. Boyer
Vice President and
Corporate Controller
{CORPORATE SEAL}
ATTEST:
- ----------------------
Robert T. Lucas III
Name, title and address of officer to whom notices and correspondence concerning
this statement should be addressed:
W. Edward Poe, Jr.
Secretary and Deputy General Counsel
Duke Energy Corporation PB05E
422 South Church Street
Charlotte, North Carolina 28242-0001
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EXHIBIT A
A consolidating statement of income and surplus of the Claimant and its
subsidiary companies for the last calendar year, together with a consolidating
balance sheet of the Claimant and its subsidiary companies as of the close of
such calendar year.
Exhibit A-1 Consolidating Statement of Income of Duke Energy
Corporation for 1997 and Consolidating Balance Sheet of Duke
Energy Corporation as of December 31, 1997.
Exhibit A-2 Consolidating Statement of Common Stockholders' Equity of
Duke Energy Corporation for 1997.
Exhibit A-3 Unconsolidated Statements of Income and Retained Earnings of
Foreign Utility Companies Wholly Owned by Claimant for 1997
and Unconsolidated Balance Sheets of Foreign Utility
Companies Wholly Owned by Claimant as of December 31, 1997.
Exhibit A-4 Statement of Income and Retained Earnings of the
Exempt Wholesale Generator for 1997 and Balance Sheet of
the Exempt Wholesale Generator as of December 31,
1997.
Exhibit A-5 Duke Energy Corporation Capitalization and Earnings of
Foreign Utility Companies and the Exempt Wholesale Generator
as of and for the year ended December 31, 1997.
<PAGE>
DUKE ENERGY CORPORATION
CONSOLIDATING STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1997
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Exhibit A-1
UNCONSOLIDATED
DUKE ENERGY NANTAHALA DUKE
CORPORATION POWER AND LIGHT CAPITAL CORP.
----------- --------------- -------------
<S> <C> <C> <C>
OPERATING REVENUES
Natural gas and petroleum products
Sales, trading and marketing of natural gas and petroleum products $ - $ - $ 8,150.7
Transportation and storage of natural gas - - 1,503.5
Electric
Generation, transmission, and distribution 4,296.1 65.2 -
Trading and marketing of electricity - - 1,664.9
Other 463.6 - 595.7
---------------- ---------------- ----------------
Total operating revenues 4,759.7 65.2 11,914.8
---------------- ---------------- ----------------
OPERATING EXPENSES
Natural gas and petroleum products purchased - - 7,705.2
Fuel used in electric generation 742.8 - -
Net interchange and purchased power 302.1 26.9 1,658.0
Other operation and maintenance 1,446.9 13.0 1,278.8
Depreciation and amortization 493.4 5.3 342.0
Property and other taxes 269.1 4.6 95.0
---------------- ---------------- ----------------
Total operating expenses 3,254.3 49.8 11,079.0
---------------- ---------------- ----------------
OPERATING INCOME 1,505.4 15.4 835.8
---------------- ---------------- ----------------
OTHER INCOME AND EXPENSES
Deferred returns and allowance for funds used
during construction 106.4 - 3.0
Other, net (5.3) 0.3 33.7
---------------- ---------------- ----------------
Total other income and expenses 101.1 0.3 36.7
---------------- ---------------- ----------------
EARNINGS BEFORE INTEREST AND TAXES 1,606.5 15.7 872.5
INTEREST EXPENSE 252.3 5.4 214.2
MINORITY INTERESTS 1.6 - 21.4
---------------- ---------------- ----------------
EARNINGS BEFORE INCOME TAXES 1,352.6 10.3 636.9
INCOME TAXES 378.2 3.9 256.6
---------------- ---------------- ----------------
NET INCOME 974.4 6.4 380.3
DIVIDENDS AND PREMIUMS ON REDEMPTION OF
PREFERRED AND PREFERENCE STOCK 72.8 - -
---------------- ---------------- ----------------
EARNINGS AVAILABLE FOR COMMON STOCKHOLDERS $ 901.6 $ 6.4 $ 380.3
================ ================ ================
</TABLE>
<TABLE>
<CAPTION>
Exhibit A-1
(continued)
OTHER
SUBSIDIARIES & CONSOLIDATED
ELIMINATION DUKE ENERGY
ENTRIES CORPORATION
------- -----------
<S> <C> <C>
OPERATING REVENUES
Natural gas and petroleum products
Sales, trading and marketing of natural gas and petroleum products $ - $ 8,150.7
Transportation and storage of natural gas - 1,503.5
Electric
Generation, transmission, and distribution (26.8) 4,334.5
Trading and marketing of electricity - 1,664.9
Other (404.0) 655.3
---------------- -------------------
Total operating revenues (430.8) 16,308.9
---------------- -------------------
OPERATING EXPENSES
Natural gas and petroleum products purchased - 7,705.2
Fuel used in electric generation - 742.8
Net interchange and purchased power (26.8) 1,960.2
Other operation and maintenance (17.8) 2,720.9
Depreciation and amortization 0.3 841.0
Property and other taxes 0.1 368.8
---------------- -------------------
Total operating expenses (44.2) 14,338.9
---------------- -------------------
OPERATING INCOME (386.6) 1,970.0
---------------- -------------------
OTHER INCOME AND EXPENSES
Deferred returns and allowance for funds used
during construction - 109.4
Other, net - 28.7
---------------- -------------------
Total other income and expenses - 138.1
---------------- -------------------
EARNINGS BEFORE INTEREST AND TAXES (386.6) 2,108.1
INTEREST EXPENSE (0.1) 471.8
MINORITY INTERESTS - 23.0
---------------- -------------------
EARNINGS BEFORE INCOME TAXES (386.5) 1,613.3
INCOME TAXES 0.2 638.9
---------------- -------------------
NET INCOME (386.7) 974.4
DIVIDENDS AND PREMIUMS ON REDEMPTION OF
PREFERRED AND PREFERENCE STOCK - 72.8
---------------- -------------------
EARNINGS AVAILABLE FOR COMMON STOCKHOLDERS $ (386.7) $ 901.6
================ ===================
COMMON STOCK DATA
Average shares outstanding............................................................... 359.8
Earnings per share
Basic................................................................................ $ 2.51
Dilutive............................................................................. $ 2.50
Dividends per share...................................................................... $ 1.90
</TABLE>
Data reflects accounting for the merger between the Claimant and PanEnergy
as a pooling of interests. As a result, the data gives effect to the
merger as if it had occurred as of January 1, 1997.
<PAGE>
DUKE ENERGY CORPORATION Exhibit A-1
CONSOLIDATING BALANCE SHEET (continued)
DECEMBER 31, 1997
(IN MILLIONS)
<TABLE>
<CAPTION>
DIVERSIFIED
UNCONSOLIDATED BUSINESSES & CONSOLIDATED
DUKE ENERGY NANTAHALA DUKE ELIMINATION DUKE ENERGY
CORPORATION POWER AND LIGHT CAPITAL CORP. ENTRIES CORPORATION
----------- --------------- ------------- ------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 13.3 $ 0.1 $ 94.3 $ 1.7 $ 109.4
Receivables 760.0 11.1 1,621.4 (111.7) 2,280.8
Inventory 254.3 3.4 182.4 - 440.1
Current portion of natural gas transition costs - - 66.9 - 66.9
Current portion of purchased capacity costs 76.2 - - - 76.2
Unrealized gains on mark to market transactions - - 551.3 - 551.3
Other 20.4 0.1 140.0 - 160.5
------------ --------------- --------------- ------------ -----------
Total current assets 1,124.2 14.7 2,656.3 (110.0) 3,685.2
------------ --------------- --------------- ------------ -----------
INVESTMENTS AND OTHER ASSETS
Investments in affiliates - - 685.9 - 685.9
Nuclear decommissioning trust funds 471.1 - - - 471.1
Pre-funded pension costs 34.9 - 302.6 - 337.5
Goodwill, net - - 503.6 - 503.6
Notes receivable - - 239.6 - 239.6
Other 3,480.6 - 155.2 (3,425.9) 209.9
------------ --------------- --------------- ------------ -----------
Total investments and other assets 3,986.6 - 1,886.9 (3,425.9) 2,447.6
------------ --------------- --------------- ------------ -----------
PROPERTY, PLANT AND EQUIPMENT
Cost 15,484.4 237.5 9,696.5 29.7 25,448.1
Less accumulated depreciation and amortization 5,994.1 86.5 3,631.3 0.3 9,712.2
------------ --------------- --------------- ------------ -----------
Net property, plant and equipment 9,490.3 151.0 6,065.2 29.4 15,735.9
------------ --------------- --------------- ------------ -----------
REGULATORY ASSETS AND DEFERRED DEBITS
Purchased capacity costs 759.4 - - - 759.4
Debt expense 187.5 - 65.6 - 253.1
Regulatory asset related to income taxes 494.1 - 16.9 - 511.0
Natural gas transition costs - - 193.7 - 193.7
Environmental clean-up costs - - 103.6 - 103.6
Other 221.0 17.2 108.6 (7.5) 339.3
------------ --------------- --------------- ------------ -----------
Total regulatory assets and deferred debits 1,662.0 17.2 488.4 (7.5) 2,160.1
------------ --------------- --------------- ------------ -----------
TOTAL ASSETS $ 16,263.1 $ 182.9 $ 11,096.8 $ (3,514.0) $ 24,028.8
============ =============== =============== =========== ===========
</TABLE>
Data reflects accounting for the merger between the Claimant and PanEnergy as a
pooling of interests. As a result, the data gives effect to the merger as if it
had occurred as of January 1, 1997.
<PAGE>
DUKE ENERGY CORPORATION Exhibit A-1
CONSOLIDATING BALANCE SHEET (continued)
DECEMBER 31, 1997
(IN MILLIONS)
<TABLE>
<CAPTION>
UNCONSOLIDATED
DUKE ENERGY NANTAHALA DUKE
CORPORATION POWER AND LIGHT CAPITAL CORP.
----------- --------------- -------------
<S> <C> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 400.4 $ 4.3 $ 1,027.2
Notes payable and commercial paper 15.4 16.4 137.7
Taxes accrued 3.5 1.9 119.3
Interest accrued 60.5 - 50.7
Current portion of natural gas transition liabilities - - 35.0
Current portion of environmental clean-up liabilities - - 26.4
Current maturities of long-term debt 52.5 2.3 22.5
Unrealized losses on mark to market transactions - - 537.8
Other 196.2 3.6 640.5
----------- ------------- ---------------
Total current liabilities 728.5 28.5 2,597.1
----------- ------------- ---------------
LONG-TERM DEBT 3,545.9 65.3 2,918.8
----------- ------------- ---------------
DEFERRED CREDITS AND OTHER LIABILITIES
Deferred income taxes 2,334.0 8.7 1,363.9
Investment tax credit 238.0 0.9 -
Nuclear decommissioning costs externally funded 471.1 - -
Natural gas transition liabilities - - 78.4
Environmental clean-up liabilities - - 157.6
Other 577.9 11.8 447.3
----------- ------------- ---------------
Total deferred credits and other liabilities 3,621.0 21.4 2,047.2
----------- ------------- ---------------
MINORITY INTERESTS - - 168.3
----------- ------------- ---------------
GUARANTEED PREFERRED BENEFICIAL INTERESTS
IN CORPORATION'S SUBORDINATED NOTES 339.0 - -
----------- ------------- ---------------
PREFERRED AND PREFERENCE STOCK
Preferred and preference stock with sinking fund
requirements 149.0 - -
Preferred and preference stock without sinking fund
requirements 340.0 - -
----------- ------------- ---------------
Total preferred and preference stock 489.0 - -
----------- ------------- ---------------
COMMON STOCKHOLDERS' EQUITY
Common stock, no par, 500 million shares authorized;
359.8 million shares outstanding at December
31, 1997 4,283.7 0.4 -
Paid in capital - 2.3 2,765.5
Retained earnings 3,256.0 65.0 599.9
----------- ------------- ---------------
Total common stockholders' equity 7,539.7 67.7 3,365.4
----------- ------------- ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 16,263.1 $ 182.9 $ 11,096.8
=========== ============= ===============
</TABLE>
<TABLE>
<CAPTION>
Exhibit A-1
(continued)
DIVERSIFIED
BUSINESSES & CONSOLIDATED
ELIMINATION DUKE ENERGY
ENTRIES CORPORATION
------- -----------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ (73.2) $ 1,358.7
Notes payable and commercial paper - 169.5
Taxes accrued 0.1 124.8
Interest accrued - 111.2
Current portion of natural gas transition liabilities - 35.0
Current portion of environmental clean-up liabilities - 26.4
Current maturities of long-term debt - 77.3
Unrealized losses on mark to market transactions - 537.8
Other (5.8) 834.5
------------- -------------
Total current liabilities (78.9) 3,275.2
------------- -------------
LONG-TERM DEBT - 6,530.0
------------- -------------
DEFERRED CREDITS AND OTHER LIABILITIES
Deferred income taxes (0.1) 3,706.5
Investment tax credit - 238.9
Nuclear decommissioning costs externally funded - 471.1
Natural gas transition liabilities - 78.4
Environmental clean-up liabilities - 157.6
Other (1.9) 1,035.1
------------- -------------
Total deferred credits and other liabilities (2.0) 5,687.6
------------- -------------
MINORITY INTERESTS - 168.3
------------- -------------
GUARANTEED PREFERRED BENEFICIAL INTERESTS
IN CORPORATION'S SUBORDINATED NOTES - 339.0
------------- -------------
PREFERRED AND PREFERENCE STOCK
Preferred and preference stock with sinking fund
requirements - 149.0
Preferred and preference stock without sinking fund
requirements - 340.0
------------- -------------
Total preferred and preference stock - 489.0
------------- -------------
COMMON STOCKHOLDERS' EQUITY
Common stock, no par, 500 million shares authorized;
359.8 million shares outstanding at December
31, 1997 (0.4) 4,283.7
Paid in capital (2,767.8) -
Retained earnings (664.9) 3,256.0
------------- -------------
Total common stockholders' equity (3,433.1) 7,539.7
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ (3,514.0) $ 24,028.8
============= =============
</TABLE>
Data reflects accounting for the merger between the Claimant and PanEnergy as a
pooling of interests. As a result, the data gives effect to the merger as if it
had occurred as of January 1, 1997.
<PAGE>
DUKE ENERGY CORPORATION
CONSOLIDATING STATEMENT OF COMMON STOCKHOLDERS' EQUITY
YEAR ENDED DECEMBER 31, 1997
(IN MILLIONS)
<TABLE>
<CAPTION>
Exhibit A-2
UNCONSOLIDATED
DUKE ENERGY NANTAHALA DUKE
CORPORATION POWER AND LIGHT CAPITAL CORP.
----------- --------------- -------------
<S> <C> <C> <C>
COMMON STOCK
Balance at beginning of year $ 4,289.3 $ 0.4 $ -
Dividend reinvestment and employee benefits (9.9) - -
Other capital stock transactions, net 4.3 - -
------------- ---------------- ------------
BALANCE AT END OF YEAR 4,283.7 0.4 -
------------- --------------- ------------
PAID IN CAPITAL
Balance at beginning of year - 2.3 2,744.6
Other capital stock transactions, net - - 20.9
------------ --------------- -------------
BALANCE AT END OF YEAR - 2.3 2,765.5
------------ --------------- -------------
RETAINED EARNINGS
Balance at beginning of year 3,051.9 58.6 315.5
Net income 974.4 6.4 380.3
Common stock dividends (682.2) - (82.6)
Preferred and preference stock dividends and premiums
on redemptions (72.8) -
Other capital stock transactions, net (15.3) - (13.3)
------------ -------------- -------------
BALANCE AT END OF YEAR 3,256.0 65.0 599.9
------------ -------------- -------------
TOTAL COMMON STOCKHOLDERS' EQUITY $ 7,539.7 $ 67.7 $ 3,365.4
============ ============== =============
</TABLE>
<TABLE>
<CAPTION>
DIVERSIFIED
BUSINESSES & CONSOLIDATED
ELIMINATION DUKE ENERGY
ENTRIES CORPORATION
------------- -----------
<S> <C> <C>
COMMON STOCK
Balance at beginning of year $ (0.4) $ 4,289.3
Dividend reinvestment and employee benefits - (9.9)
Other capital stock transactions, net - 4.3
-------------- -------------
BALANCE AT END OF YEAR (0.4) 4,283.7
-------------- -------------
PAID IN CAPITAL
Balance at beginning of year (2,746.9) -
Other capital stock transactions, net (20.9) -
-------------- -------------
BALANCE AT END OF YEAR (2,767.8) -
-------------- -------------
RETAINED EARNINGS
Balance at beginning of year (374.1) 3,051.9
Net income (386.7) 974.4
Common stock dividends 82.6 (682.2)
Preferred and preference stock dividends and premiums
on redemptions - (72.8)
Other capital stock transactions, net 13.3 (15.3)
------------- --------------
BALANCE AT END OF YEAR (664.9) 3,256.0
------------- ---------------
TOTAL COMMON STOCKHOLDERS' EQUITY $ (3,433.1) $ 7,539.7
============= ===============
</TABLE>
Data reflects accounting for the merger between the Claimant and PanEnergy as a
pooling of interests. As a result, the data gives effect to the merger as if it
had occurred as of January 1, 1997.
<PAGE>
FOREIGN UTILITY COMPANIES WHOLLY OWNED BY CLAIMANT
UNCONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
Exhibit A-3
DUKE DUKE DUKE DUKE
GUEMES TRANSENER HIDRONOR IRIAN JAYA
-----------------------------------------------------------
<S> <C> <C> <C> <C>
Operating Revenues $ (448,068) $ 818,524 $ (4,293) $ 4,443,545
Operating Expenses
Other operation and maintenance 12,048,520 150,015 300,000 300,000
Depreciation and amortization 57,936 58,498 185,975 202,622
---------- -------- -------- -------
Total Operating Expenses 12,106,456 208,513 485,975 502,622
---------- -------- -------- -------
Operating Income (12,554,524) 610,011 (490,268) 3,940,923
Other Income, Net 162,681 9,432,743 99,160 (19)
---------- ---------- -------- ---------
Income Before Income Taxes (12,391,843) 10,042,754 (391,108) 3,940,904
Income Taxes (4,368,074) 3,478,157 (92,681) 1,693,438
---------- ---------- -------- ---------
Net Income (Loss) (8,023,769) 6,564,597 (298,427) 2,247,466
Retained earnings (deficit) - beginning of the period (8,707,146) 1,076,976 526,339 1,945,271
Dividends paid to parent - (370,000) (125,000) (2,158,000)
----------- -------- --------- ----------
Retained earnings (deficit) - end of the period $ (16,730,915) $ 7,271,573 $ 102,912 $ 2,034,737
============= =========== ========= ===========
</TABLE>
<PAGE>
FOREIGN UTILITY COMPANIES WHOLLY OWNED BY CLAIMANT
UNCONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
Exhibit A-3
(continued)
DUKE DUKE DUKE DUKE
GUEMES TRANSENER HIDRONOR IRIAN JAYA
------------------------------------------------------------
<S> <C> <C> <C> <C>
Current Assets
Cash and cash equivalents $ 73,795 $ 65,736 $ 31,409 $ 1,284,855
Receivables 363,332 526,348 309,001 53,842
Other - - 42,409 -
------- -------- ------- ---------
Total current assets 437,127 592,084 382,819 1,338,697
------- -------- ------- ---------
Investments and Other
Investments in affiliates (2,684,685) - 47,281,813 33,825,826
Other 283,121 30,540 275,941 14,022,763
---------- ------- ---------- ----------
Total investments and other (2,401,564) 30,540 47,557,754 47,848,589
---------- ------- ---------- ----------
Total Assets $ (1,964,437) $ 622,624 $ 47,940,573 $ 49,187,286
============================================================
Current Liabilities
Accounts payable $ 277,294 $ 3,348,349 $ 95,073 $ 1,123,371
Taxes accrued (3,748) 299,085 (2,693) 95,683
--------- --------- --------- ---------
Total current liabilities 273,546 3,647,434 92,380 1,219,054
--------- --------- --------- ---------
Deferred Income Taxes (8,748,068) 193,161 956,265 (1,786,782)
Common Stockholder's Equity
Common stock 1,000 1,000 1,000 1,000
Paid in capital 23,240,000 (10,490,544) 46,788,016 47,719,277
Retained earnings (deficit) (16,730,915) 7,271,573 102,912 2,034,737
----------- ---------- ---------- ----------
Total common stockholder's equity 6,510,085 (3,217,971) 46,891,928 49,755,014
----------- ---------- ---------- ----------
Total Liabilities And Stockholder's Equity $ (1,964,437) $ 622,624 $ 47,940,573 $ 49,187,286
============================================================
</TABLE>
<PAGE>
EXEMPT WHOLESALE GENERATOR OF CLAIMANT
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
Exhibit A-4
LAKE
CHARLES
----------
<S> <C>
Operating Revenues $ (34,871)
Operating Expenses-Depreciation and Amortization 79,794
----------
Operating Income (114,665)
Income Taxes -
---------
Net Income (Loss) (114,665)
Retained earnings (deficit) - beginning of the period -
---------
Retained earnings (deficit) - end of the period $ (114,665)
==========
</TABLE>
<PAGE>
EXEMPT WHOLESALE GENERATOR OF CLAIMANT
BALANCE SHEET
AS OF DECEMBER 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
Exhibit A-4
(continued)
LAKE
CHARLES
----------
<S> <C>
Property, Plant and Equipment
Cost 2,592,299
Less accumulated depreciation (79,794)
-----------
Net property, plant and equipment 2,512,505
-----------
Total Assets $ 2,512,505
===========
Current Liabilities-Accounts Payable $ 46,272
Deferred Credits and Other Liabilities 2,579,898
Common Stockholder's Equity
Common stock 1,000
Retained earnings (deficit) (114,665)
-----------
Total common stockholder's equity (113,665)
-----------
Total Liabilities and Stockholder's Equity $ 2,512,505
===========
</TABLE>
<PAGE>
DUKE ENERGY CORPORATION
CAPITALIZATION AND EARNINGS OF FOREIGN UTILITY COMPANIES
AND THE EXEMPT WHOLESALE GENERATOR
AS OF AND FOR YEAR ENDED DECEMBER 31, 1997
( US $ )
(UNAUDITED)
Exhibit A-5
CAPITALIZATION:
Amount
------
GUEMES
Shareholders' Equity $ 63,542,000
Long-term Debt 60,680,000
------------------------
Total Capitalization $ 124,222,000
========================
TRANSENER (NOTE 1)
Shareholders' Equity $ -
Short-term Debt -
Long-term Debt -
------------------------
Total Capitalization $ -
========================
PIEDRA DEL AGUILA
Shareholders' Equity $ 467,178,986
Long-term Debt 428,192,372
-------------------------
Total Capitalization $ 895,371,358
========================
PJP
Shareholders' Equity $ 78,317,157
Short-term Debt 15,664,702
Long-term Debt 466,674,300
------------------------
Total Capitalization $ 560,656,159
========================
NPS
Shareholders' Equity $725,000
Long-term Debt -
------------------------
Total Capitalization $725,000
========================
LAKE CHARLES
Shareholders' Equity $ (113,665)
Advance 2,579,898
------------------------
Total Capitalization $ 2,466,233
========================
EARNINGS (100%):
Guemes $ (3,342,170)
========================
Transener $ 11,416,009
========================
Piedra del Aguila $ (4,305,113)
========================
PJP $ 13,522,037
========================
NPS $ -
========================
Lake Charles $ (114,665)
========================
Note 1: Equity interest in Transener was sold as of June 1997.
<PAGE>
EXHIBIT B
FINANCIAL DATA SCHEDULE
DUKE ENERGY CORPORATION CONSOLIDATED INFORMATION
(DOLLARS IN MILLIONS)
Total Assets $ 24,028.8
Total Operating Revenues $ 16,308.9
Net Income $ 974.4
<PAGE>
EXHIBIT C
An organizational chart showing the relationship of each EWG or foreign
utility company to associate companies in the holding-company system.
Exhibit C-1 Chart showing relationship of Guemes to associate companies
in the holding- company system.
Exhibit C-2 Chart showing relationship of Transener to associate
companies in the holding company system.
Exhibit C-3 Chart showing relationship of Piedra del Aguila to associate
companies in the holding-company system.
Exhibit C-4 Chart showing relationship of PJP to associate companies in
the holding- company system.
Exhibit C-5 Chart showing relationship of Lake Charles to associate
companies in the holding-company system.
<PAGE>
EXHIBIT C-1
GUEMES
Claimant
Duke Capital
PanEnergy
Duke Energy Services, Inc.
DEGAD
DEG
DGOC
Duke Guemes
51% Powerco
Services
25%
Powerco S.A.
60%
Guemes
Ownership is 100% unless otherwise specified.
<PAGE>
EXHIBIT C-2
TRANSENER
Claimant
Duke Capital
PanEnergy
Duke Energy Services, Inc.
DEGAD
DEG
Duke Transener
Duke Transener
Operating Corp.
Entire equity interest in
Citelec was sold
in June 1997. Ownership
is 100% unless otherwise specified.
<PAGE>
EXHIBIT C-3
PIEDRA DEL AGUILA
Claimant
Duke Capital
PanEnergy
Duke Energy Services, Inc.
DEGAD
DEG
Duke Hidronor DHOC
DHCL
16.54%
Hidroneuquen
59%
Piedra del Aguila
Ownership is 100% unless otherwise specified.
<PAGE>
EXHIBIT C-4
PJP
Claimant
Duke Capital DPSG
PanEnergy
DCPSP
Duke Energy Services, Inc.
40%
NPS
DEGAD
DEG
Duke Irian Jaya
43%
PJP
Ownership is 100% unless otherwise specified.
<PAGE>
EXHIBIT C-5
LAKE CHARLES
Claimant
Duke Capital
PanEnergy
Panhandle Acquisition
Three, Inc.
Lake Charles
Ownership is 100% unless otherwise specified.
<PAGE>
EXHIBIT D
Map showing principal generating plants, transmission lines, and
distribution facilities of Claimant and NP&L. Reference is made to Exhibit C of
the Claimant's Form U-3A-2, File Number 69-351, for the year ended December 31,
1993, filed under cover of Form SE on February 25, 1994. Such exhibit is hereby
incorporated herein by reference.
