Modified
Form U-13-60
ANNUAL REPORT
FOR THE PERIOD
Beginning January 1, 1997 and Ending December 31, 1997
TO THE
U. S. SECURITIES AND EXCHANGE COMMISSION
OF
CHARTER OAK ENERGY INC. AND SUBSIDIARIES
A Subsidiary Investment Company
Date of Incorporation - September 28, 1988
State of Sovereign Power under which Incorporated
or Organized - Connecticut
Location of Principal Executive Offices of Reporting Company
Selden Street, Berlin, CT. 06037
Name, title, and address of officer to whom correspondence
concerning this report should be addressed:
John J. Roman, Vice President and Controller
P.O. Box 270, Hartford, Ct. 06141-0270
Name of principal holding company
NORTHEAST UTILITIES
INSTRUCTIONS FOR THE USE OF MODIFIED FORM U-13-60
-------------------------------------------------
1. Time of Filing.--Annual Report essentially in the form of U-13-60
shall be filed appended to Form U5S, Annual Report of the Parent
and Associated Companies pursuant to the Public Utility Holding
Company Act of 1935. Form U5S is required to be filed by May 1.
2. Number of Copies.--Each annual report shall be filed in duplicate.
The company should prepare and retain at least one extra copy for
itself in case correspondence with reference to the report becomes
necessary.
3. Period Covered by Report.--This information is not applicable to
the company's line of business.
4. Report Format.--Reports shall be submitted using this format of
presentation. If the space provided on any sheet of such form is
inadequate, additional sheets may be inserted of the same size as
a sheet of the form or folded to such size.
5. Money Amounts Displayed.--All money amounts required to be shown
in financial statements may be expressed in whole dollars, in
thousands of dollars or in hundred thousands of dollars, as
appropriate and subject to provisions of Regulation S-X (Section
210.3-01(b)).
6. Deficits Displayed.--Deficits and other like entries shall be
indicated by the use of either brackets or a parenthesis with
corresponding reference in footnotes. (Regulation S-X, Section
210.3-01(c)).
7. Major Amendments or Corrections.--Any company desiring to amend or
correct a major ommission or error in a report after it has been
filed with the Commission shall submit an amended report
including only those pages, schedules, and entries that are to be
amended or corrected. A cover letter shall be submitted
requesting the Commission to incorporate the amended report
changes and shall be signed by a duly authorized officer of the company.
8. Definitions.--This information is not applicable to the company's
line of business.
9. Organization Chart.--The company shall submit with each annual
report a copy of its current organization chart.
10. Methods of Allocation.--The company shall submit with each annual
report a listing of the currently effective methods of allocation
being used by the company and on file with the Securities and
Exchange Commission pursuant to the Public Utility Holding Company
Act of 1935.
11. Annual Statement of Compensation for Use of Capital Billed.--This
information is not applicable to the company's line of business.
ANNUAL REPORT OF CHARTER OAK ENERGY AND SUBSIDIARIES
LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNTS
----------------------------------------------------
Schedule or Page
Description of Schedules and Accounts Account No. Number
- ------------------------------------- ----------- ------
Comparative Balance Sheet Schedule I 3-4
- -------------------------
Property Schedule II 5
Accumulated provision for depreciation and
amortization of property Schedule III 6
Investments Schedule IV 7
Accounts receivable from associated companies Schedule V 8
Fuel stock expenses undistributed * Schedule VI 9
Stores expenses undistributed * Schedule VII 10
Miscellaneous current and accrued assets Schedule VIII 11
Miscellaneous deferred debits Schedule IX 12
Research, development or demonstration expenditures * Schedule X 13
Proprietary capital Schedule XI 14
Long-term debt Schedule XII 15
Current and accrued liabilities Schedule XIII 16
Notes to financial statements Schedule XIV 17
Comparative Income Statement Schedule XV 18
- ----------------------------
Analysis of billing - associated companies * Account 457 19
Analysis of billing - nonassociated companies * Account 458 20
Analysis of charges for service - associated
and nonassociated companies Schedule XVI 21
Schedule of expenses by department or service
function * Schedule XVII 22-23
Departmental analysis of salaries * Account 920 24
Outside services employed Account 923 25
Employee pensions and benefits * Account 926 26
Other administrative & general expenses Account 930 27
Rents Account 931 28
Taxes Account 408 29
Donations * Account 426.1 30
Other deductions * Account 426.5 31
Notes to statement of income Schedule XVIII 32
LISTING OF INSTRUCTIONAL FILING REQUIREMENTS
--------------------------------------------
Organization Chart 33
Method of Allocation * 34
Annual Statement of Compensation For Use of Capital Billed * 35
Signature Page 36
* The information on these schedules is not applicable to the Company's line of
business for the year 1997.
ANNUAL REPORT OF CHARTER OAK ENERGY AND SUBSIDIARIES (COE)
SCHEDULE I - COMPARATIVE BALANCE SHEET
<TABLE>
<CAPTION>
Give balance sheet of the Company as of December 31 of the current and prior year.
- -----------------------------------------------------------------------------------------
ACCOUNT* ASSETS AND OTHER DEBITS AS OF DECEMBER 31
- -----------------------------------------------------------------------------------------
1997 1996
(Thousands of Dollars)
<S> <C> <C>
PROPERTY
--------
101 Property (Schedule II) 52 52
----------- -----------
108 Less accumulated provision for depreciation and
amortization of property (Schedule III) 52 49
----------- -----------
Net Property 0 3
----------- -----------
INVESTMENTS
-----------
124 Other investments (Schedule IV) 33,391 57,188
----------- -----------
Total Investments 33,391 57,188
----------- -----------
CURRENT AND ACCRUED ASSETS
--------------------------
131 Cash 1,637 2,843
134 Special deposits 0 0
135 Working funds 0 0
136 Temporary cash investments (Schedule IV) 0 0
141 Notes receivable 0 0
143 Accounts receivable 14 84
144 Accumulated provision of uncollectible accounts 0 0
146 Accounts receivable from associated companies (Schedule V) 4,364 1,522
165 Prepayments 0 0
174 Miscellaneous current and accrued assets (Schedule VIII) 0 0
----------- -----------
Total Current and Accrued Assets 6,015 4,449
----------- -----------
DEFERRED DEBITS
---------------
181 Unamortized debt expense 0 0
184 Clearing accounts 0 0
186 Miscellaneous deferred debits (Schedule IX) 296 595
190 Accumulated deferred income taxes 1,028 130
197 Deferred development costs 4,335 9,348
----------- -----------
Total Deferred Debits 5,659 10,073
----------- -----------
TOTAL ASSETS AND OTHER DEBITS 45,065 71,713
=========== ===========
* The Uniform System of Accounts (USA) for mutual and subsidiary companies is not
relevant to COE and its activities. The Federal Energy Regulatory Commission USA
is used throughout this filing.
</TABLE>
ANNUAL REPORT OF CHARTER OAK ENERGY AND SUBSIDIARIES
SCHEDULE I - COMPARATIVE BALANCE SHEET
<TABLE>
<CAPTION>
Give balance sheet of the Company as of December 31 of the current and prior year.
- -----------------------------------------------------------------------------------------
ACCOUNT* LIABILITIES AND PROPRIETARY CAPITAL AS OF DECEMBER 31
- -----------------------------------------------------------------------------------------
1997 1996
(Thousands of Dollars)
<S> <C> <C>
PROPRIETARY CAPITAL
-------------------
201 Common stock issued (Schedule XI) 0 0
211 Miscellaneous paid-in-capital (Schedule XI) 102,344 87,651
215 Appropriated retained earnings (Schedule XI) 0 0
216 Unappropriated retained earnings (Schedule XI) (58,129) (18,126)
----------- -----------
Total Proprietary Capital 44,215 69,525
----------- -----------
253 Minority interest in common equity in subsidiaries 0 (28)
----------- -----------
CURRENT AND ACCRUED LIABILITIES
-------------------------------
231 Notes payable 0 0
232 Accounts payable 205 459
233 Notes payable to associated companies (Schedule XIII) 0 0
234 Accounts payable to associated companies (Schedule XIII) 400 235
236 Taxes accrued 25 1,229
237 Interest accrued 0 0
238 Dividends declared 0 0
241 Tax collections payable (Schedule XIII) 0 293
242 Miscellaneous current and accrued
liabilities (Schedule XIII) 3 0
----------- -----------
Total Current and Accrued Liabilities 633 2,216
----------- -----------
DEFERRED CREDITS
----------------
253 Other deferred credits 217 0
255 Accumulated deferred investment tax credits 0 0
----------- -----------
Total Deferred Credits 217 0
----------- -----------
282 ACCUMULATED DEFERRED INCOME TAXES 0 0
--------------------------------- ----------- -----------
TOTAL LIABILITIES AND PROPRIETARY CAPITAL 45,065 71,713
=========== ===========
* The Uniform System of Accounts (USA) for mutual and subsidiary companies is not
relevant to COE and its activities. The Federal Energy Regulatory Commission USA
is used throughout this filing.
</TABLE>
ANNUAL REPORT OF CHARTER OAK ENERGY AND SUBSIDIARIES
For the Year Ended December 31, 1997
SCHEDULE II - PROPERTY
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
BALANCE AT RETIREMENTS BALANCE
BEGINNING OR OTHER AT CLOSE
DESCRIPTION OF YEAR ADDITIONS SALES CHANGES(1) OF YEAR
- -----------------------------------------------------------------------------------------
(Thousands of Dollars)
<S> <C> <C> <C> <C> <C>
PROPERTY
- --------
Account
- -------
301 ORGANIZATION 52 0 0 0 52
303 MISCELLANEOUS INTANGIBLE PLANT
304 LAND AND LAND RIGHTS
305 STRUCTURES AND IMPROVEMENTS
306 LEASEHOLD IMPROVEMENTS
307 EQUIPMENT
308 OFFICE FURNITURE AND EQUIPMENT
309 AUTOMOBILES, OTHER VEHICLES
AND RELATED GARAGE EQUIPMENT
310 AIRCRAFT AND AIRPORT EQUIPMENT
311 OTHER PROPERTY
---------- --------- ----------- ---------- --------
SUB-TOTAL 52 0 0 0 52
---------- --------- ----------- ---------- --------
107 CONSTRUCTION WORK IN
PROGRESS
---------- --------- ----------- ---------- --------
TOTAL 52 0 0 0 52
========== ========= =========== ========== ========
- -----------------------------------------------------------------------------------------
(1) PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL:
</TABLE>
ANNUAL REPORT OF CHARTER OAK ENERGY AND SUBSIDIARIES
For the Year Ended December 31, 1997
SCHEDULE III
ACCUMULATED PROVISION FOR DEPRECIATION AND
AMORTIZATION OF PROPERTY
------------------------------------------
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
ADDITIONS OTHER
BALANCE AT CHARGED CHANGES BALANCE
BEGINNING TO ADD AT CLOSE
DESCRIPTION OF YEAR ACCT 403 RETIREMENTS (DEDUCT)(1) OF YEAR
- -------------------------------------------------------------------------------------------
(Thousands of Dollars)
<S> <C> <C> <C> <C> <C>
Account
- -------
301 ORGANIZATION 49 3 0 0 52
303 MISCELLANEOUS INTANGIBLE PLANT
304 LAND AND LAND RIGHTS
305 STRUCTURES AND IMPROVEMENTS
306 LEASEHOLD IMPROVEMENTS
307 EQUIPMENT
308 OFFICE FURNITURE AND FIXTURES
309 AUTOMOBILES, OTHER VEHICLES
AND RELATED GARAGE EQUIPMENT
310 AIRCRAFT AND AIRPORT EQUIPMENT
311 OTHER PROPERTY
---------- --------- ----------- ---------- ----------
TOTAL 49 3 0 0 52
========== ========= =========== ========== ==========
- -------------------------------------------------------------------------------------------
(1) PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL:
</TABLE>
ANNUAL REPORT OF CHARTER OAK ENERGY AND SUBSIDIARIES
For the Year Ended December 31, 1997
SCHEDULE IV - INVESTMENTS
INSTRUCTIONS: Complete the following schedule concerning investments.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
BALANCE AT BALANCE AT
BEGINNING CLOSE
DESCRIPTION OF YEAR OF YEAR
- ---------------------------------------------------------------------------------------
(THOUSANDS OF DOLLARS)
<S> <C> <C>
ACCOUNT 124 - INVESTMENTS
Tucuman Project - Argentina 18,205 0
Ave Fenix Energia SA 18,366 17,407
Encoe (Teesside) - United Kingdom 3,539 0
Paris, Texas Cogeneration Plant 2,235 0
Plantas Eolicas - COE Tejona 13,986 15,984
Other investment activity
- currency translation - United Kingdom 857 0
----------- ----------
TOTAL 57,188 33,391
=========== ==========
</TABLE>
ANNUAL REPORT OF CHARTER OAK ENERGY AND SUBSIDIARIES
For the Year Ended December 31, 1997
SCHEDULE V - ACCOUNTS RECEIVABLE FROM ASSOCIATED COMPANIES
INSTRUCTIONS: Complete the following schedule listing accounts receivable from
each associate company.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
BALANCE AT BALANCE AT
BEGINNING CLOSE
DESCRIPTION OF YEAR OF YEAR
- ------------------------------------------------------------------------------------------
(Thousands of Dollars)
<S> <C> <C>
ACCOUNT 146 - ACCOUNTS RECEIVABLE FROM ASSOCIATED COMPANIES
ACCOUNTS RECEIVABLE FROM ASSOCIATED COMPANIES
- ---------------------------------------------
Taxes Receivable from Various Associated Companies 1,522 4,364
---------- -----------
TOTAL 1,522 4,364
========== ===========
</TABLE>
ANNUAL REPORT OF CHARTER OAK ENERGY AND SUBSIDIARIES
For the Year Ended December 31, 1997
SCHEDULE VI - FUEL STOCK EXPENSES UNDISTRIBUTED
INSTRUCTIONS: Report the amount of labor and expenses incurred with respect to
fuel stock expenses during the year and indicate amount
attributable to each associate company. Under the section headed
"Summary" listed below, give an overall report of the fuel
functions performed by the service company.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
DESCRIPTION LABOR EXPENSES TOTAL
- --------------------------------------------------------------------------------------
(Thousands of Dollars)
<S> <C> <C> <C
ACCOUNT 152 - FUEL STOCK EXPENSES
UNDISTRIBUTED
------- ------- -------
TOTAL 0 0 0
======= ======= =======
Not applicable to the Company's line of business in 1997.
</TABLE>
ANNUAL REPORT OF CHARTER OAK ENERGY AND SUBSIDIARIES
For the Year Ended December 31, 1997
SCHEDULE VII - STORES EXPENSE UNDISTRIBUTED
INSTRUCTIONS: Report the amount of labor and expenses incurred with respect to
stores expense during the year and indicate amount attributable
to each associate company.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
DESCRIPTION LABOR EXPENSES TOTAL
- --------------------------------------------------------------------------------------
(Thousands of Dollars)
<S> <C> <C> <C>
ACCOUNT 163 - STORES EXPENSE
UNDISTRIBUTED
------- ------- -------
TOTAL 0 0 0
======= ======= =======
Not applicable to the Company's line of business in 1997.
</TABLE>
ANNUAL REPORT OF CHARTER OAK ENERGY AND SUBSIDIARIES
For the Year Ended December 31, 1997
SCHEDULE VIII
MISCELLANEOUS CURRENT AND ACCRUED ASSETS
INSTRUCTIONS: Provide detail of items in this account. Items less than $10,000
may be grouped, showing the number of items in each group.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
BALANCE AT BALANCE AT
BEGINNING CLOSE
DESCRIPTION OF YEAR OF YEAR
- ----------------------------------------------------------------------------------------
(Thousands of Dollars)
<S> <C> <C>
ACCOUNT 174 - MISCELLANEOUS CURRENT AND ACCRUED ASSETS 0 0
----------- ----------
TOTAL 0 0
=========== ==========
</TABLE>
ANNUAL REPORT OF CHARTER OAK ENERGY AND SUBSIDIARIES
For the Year Ended December 31, 1997
SCHEDULE IX
MISCELLANEOUS DEFERRED DEBITS
INSTRUCTIONS: Provide detail of items in this account. Items less than $10,000
may be grouped, showing the number of items in each group.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
BALANCE AT BALANCE AT
BEGINNING CLOSE
DESCRIPTION OF YEAR OF YEAR
- -----------------------------------------------------------------------------------------
(Thousands of Dollars)
<S> <C> <C>
ACCOUNT 186 - MISCELLANEOUS DEFERRED DEBITS
Settlement costs 469 346
Goodwill from investment in subsidiary 107 0
Other (three items in 1997 and three items in 1996) 19 (50)
----------- ----------
TOTAL 595 296
=========== ==========
</TABLE>
ANNUAL REPORT OF CHARTER OAK ENERGY AND SUBSIDIARIES
For the Year Ended December 31, 1997
SCHEDULE X
RESEARCH, DEVELOPMENT, OR DEMONSTRATION EXPENDITURES
INSTRUCTIONS: Provide a description of each material research, development, or
demonstration project which incurred costs by the service
corporation during the year.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
DESCRIPTION AMOUNT
- ------------------------------------------------------------------------------------
(Thousands of Dollars)
<S> <C>
ACCOUNT 188 - RESEARCH, DEVELOPMENT OR
DEMONSTRATION EXPENDITURES
-------------
TOTAL 0
=============
Not applicable to the Company's line of business in 1997.
</TABLE>
ANNUAL REPORT OF CHARTER OAK ENERGY AND SUBSIDIARIES
For the Year Ended December 31, 1997
SCHEDULE XI
PROPRIETARY CAPITAL
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
NUMBER OF PAR OR STATED OUTSTANDING CLOSE OF PERIOD
ACCOUNT SHARES VALUE ---------------------------
NUMBER CLASS OF STOCK AUTHORIZED PER SHARE NO. OF SHARES TOTAL AMOUNT
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
201 COMMON STOCK ISSUED 5,000 1.00 100 100.00
------------------------------------------------------------------------------------------
INSTRUCTIONS: Classify amounts in each account with brief explanation, disclosing the
general nature of transactions which give rise to the reported amounts.
------------------------------------------------------------------------------------------
DESCRIPTION AMOUNT
------------------------------------------------------------------------------------------
(Thousands of Dollars)
ACCOUNT 207 - PREMIUM ON CAPITAL STOCK 10
ACCOUNT 211 - MISCELLANEOUS PAID-IN-CAPITAL 102,334
ACCOUNT 215 - APPROPRIATED RETAINED EARNINGS 0
--------------
TOTAL 102,344
==============
------------------------------------------------------------------------------------------
INSTRUCTIONS: Give particulars concerning net income or (loss) during the year,
distinguishing between compensation for the use of capital owed or net loss
remaining from servicing nonassociated per the General Instructions of the
Uniform Systems of Accounts. For dividends paid during the year in cash or
otherwise, provide rate pecentage, amount of dividend, date declared and
date paid.
------------------------------------------------------------------------------------------
BALANCE AT NET INCOME BALANCE AT
BEGINNING OR DIVIDENDS CLOSE
DESCRIPTION OF YEAR (LOSS) PAID OF YEAR
------------------------------------------------------------------------------------------
(Thousands of Dollars)
ACCOUNT 216-UNAPPROPRIATED RETAINED
EARNINGS (18,126) (40,003) 0 (58,129)
======== ======== ======== =========
</TABLE>
ANNUAL REPORT OF CHARTER OAK ENERGY AND SUBSIDIARIES
For the Year Ended December 31, 1997
SCHEDULE XII
LONG-TERM DEBT
INSTRUCTIONS: Advances from associate companies should be reported separately
for advances on notes and advances on open account. Names of
associate companies from which advances were received shall be
shown under the class and series of obligation column. For Account
224 -- Other long-term debt, provide the name of creditor company
or organization, terms of obligation, date of maturity, interest
rate, and the amount authorized and outstanding.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
TERMS OF OBLIG. DATE BALANCE AT BALANCE AT
CLASS & SERIES OF INTEREST AMOUNT BEGINNING CLOSE
NAME OF CREDITOR OF OBLIGATION MATURITY RATE AUTHORIZED OF YEAR ADDITIONS DEDUCTIONS OF YEAR
- ---------------------------------------------------------------------------------------------------------
(Thousands of Dollars)
<S> <C> <C> <C> <C> <C>
ACCOUNT 223-ADVANCES FROM
ASSOCIATE
COMPANIES: 0 0 0 0 0
ACCOUNT 224-OTHER
LONG-TERM
DEBT: 0 0 0 0 0
------ ------ ------ ------ ------
0 0 0 0 0
====== ====== ====== ====== ======
</TABLE>
ANNUAL REPORT OF CHARTER OAK ENERGY AND SUBSIDIARIES
For the Year Ended December 31, 1997
SCHEDULE XIII - CURRENT AND ACCRUED LIABILITIES
<TABLE>
INSTRUCTIONS: Provide balance of notes and accounts payable to each associate company.
Give description and amount of miscellaneous current and accrued
liabilities. Items less than $10,000 may be grouped, showing the number of
items in each group.
<CAPTION>
- ------------------------------------------------------------------------------------------
BALANCE AT BALANCE AT
BEGINNING CLOSE
DESCRIPTION OF YEAR OF YEAR
- ------------------------------------------------------------------------------------------
(Thousands of Dollars)
<S> <C> <C>
ACCOUNT 234 - ACCOUNTS PAYABLE TO ASSOCIATED COMPANIES
Northeast Utilities Service Company (NUSCO) 235 (115)
The Connecticut Light and Power Company 0 515
----------- ----------
TOTAL 235 400
=========== ==========
ACCOUNT 241 - TAX COLLECTIONS PAYABLE 293 0
=========== ==========
ACCOUNT 242 - MISCELLANEOUS CURRENT AND ACCRUED LIABILITIES
(3 ITEMS) 0 3
=========== ==========
</TABLE>
ANNUAL REPORT OF CHARTER OAK ENERGY AND SUBSIDIARIES
FOR THE YEAR ENDED DECEMBER 31, 1997
SCHEDULE XIV
NOTES TO FINANCIAL STATEMENTS
INSTRUCTIONS: The space below is provided for important notes regarding the
financial statements or any account thereof. Furnish particulars
as to any significant contingent assets or liabilities existing
at the end of the year. Notes relating to financial statements
shown elsewhere in this report may be indicated here by
reference.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. ABOUT CHARTER OAK ENERGY, INC.
The consolidated financial statements of Charter Oak Energy,
Incorporated and Subsidiaries (the company or COE) include the
accounts of all wholly owned and majority owned subsidiaries.
Significant intercompany transactions have been eliminated in
consolidation. COE is a wholly owned subsidiary of Northeast
Utilities (NU or the NU system).
COE was established to develop and invest in cogeneration, qualifying
facilities (QFs), small power projects and in exempt wholesale
generators (EWGs) and foreign utility companies (FUCOs), as permitted
under the Energy Policy Act of 1992. These investments could be
direct or through subsidiaries. During 1997, NU's management offered
the company for sale. See Note 2, "Proposed Sale of COE," for further
information.
Charter Oak Paris, Inc. (Paris), COE Development Corporation, COE (UK)
Corp. (UK) , COE (GENCOE) Corp. (GENCOE), COE Argentina I Corp., COE
Argentina II Corp., COE Tejona Corporation (Tejona), and COE Ave Fenix
Corporation are or were subsidiaries of COE. Paris, UK, and GENCOE
were sold during 1997. The investments of each subsidiary are
accounted for on either a cost or equity basis based upon the level of
participation in these projects.
Northeast Utilities Service Company (NUSCO), a wholly owned subsidiary
of NU, provides support services including centralized accounting,
administrative, data processing, engineering, financial, legal,
operational, planning, purchasing and other services to COE. COE has
no employees.
All transactions among affiliated companies are on a recovery of cost
basis, which may include amounts representing a return on equity, and
are subject to approval of various federal and state regulatory
agencies.
B. PUBLIC UTILITY REGULATION
NU is registered with the Securities and Exchange Commission (SEC) as
a holding company under the Public Utility Holding Company Act of
1935 (the 1935 Act). NU and its subsidiaries, including COE, are
subject to the provisions of the 1935 Act.
C. CAPITAL CONTRIBUTIONS
As authorized by the SEC, NU has made capital contributions of an
approved amount for preliminary development activities and for
acquisitions of interests in specified power projects (i.e., EWGs and
FUCOs). Through December 31, 1996, the SEC had authorized NU to make
investments in COE, and COE to make investments in COE Development
Corporation, in an amount up to $400 million. Effective January 1,
1997, the SEC approved a lower NU investment limit of $200 million.
As of December 31, 1997, NU had made approximately $102.3 million in
capital contributions to COE.
D. DEFERRED DEVELOPMENT COSTS
COE incurs costs for development activities related to the acquisition
of interests in EWGs and FUCOs. The acquisition of interests in EWG
and FUCO projects are subject to approval by the Federal Energy
Regulatory Commission and the SEC, respectively. Development costs
incurred in conjunction with EWG or FUCO projects that are expected to
be successfully completed are deferred and subsequently transferred to
a special purpose subsidiary. All other development costs are
expensed when it has been determined that the project is not
considered viable. As of December 31, 1997 and 1996, COE's deferred
development costs totaled approximately $4.3 million and $9.3
million, respectively.
2. PROPOSED SALE OF COE
On March 25, 1997, the Board of Trustees approved the offering for sale of
COE. NU had a net investment in COE's projects of approximately $33.4
million and $57.2 million as of December 31, 1997 and 1996, respectively.
COE 's revenues and earnings historically have not been material to NU.
During the fourth quarter of 1997, NU established a reserve of $25 million
to reflect the anticipated loss from the sale of one of the two remaining
COE projects at December 31, 1997.
Since March 1997, three of the five operating projects (Paris QF, Tucuman
FUCO and Teeside FUCO) in which COE had invested through Paris, COE
Argentina II, UK and GENCOE were sold for an aggregate purchase price of
$19.5 million. The sales of the Paris QF and Teeside FUCO projects were
accomplished though the sales of the respective subsidiaries with interests
in the projects (i.e., Paris, UK and GENCOE). The sale of the Tucuman FUCO
project was accomplished through sale of the project assets. COE incurred
a loss of approximately $3.3 million on the sale of these three projects.
3. INVESTMENTS IN PROJECTS
A. AVE FENIX FUCO PROJECT
On October 30, 1996, the 168-MW natural gas-fired Ave Fenix Project
located in the Republic of Argentina, commenced operation. As of
December 31, 1997 and 1996, COE's investment in Ave Fenix totaled
$17.4 million and $18.4 million, respectively. COE now owns
approximately 83 percent of the issued and outstanding common stock of
the Ave Fenix Project.
B. COSTA RICA FUCO PROJECT
Tejona holds an investment in a 20-MW wind project located in the
Republic of Costa Rica. Tejona's investment in the project as of
December 31, 1997 and 1996 totaled $16.0 million and $14.0 million,
respectively. The project began full commercial operation in the
second quarter of 1996.
ANNUAL REPORT OF CHARTER OAK ENERGY AND SUBSIDIARIES
FOR THE YEAR ENDED DECEMBER 31, 1997
SCHEDULE XV
COMPARATIVE INCOME STATEMENT
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
ACCOUNT* DESCRIPTION 1997 1996
- --------------------------------------------------------------------------------------
(Thousands of Dollars)
<S> <C> <C>
REVENUE
-------
421 Miscellaneous income (31,001) 2,408
419 Interest and dividend income 31 44
------------ -----------
Total Revenue (30,970) 2,452
------------ -----------
EXPENSE
-------
920 Salaries and wages 2,525 226
921 Office supplies and expenses 855 194
922 Administrative expense transferred-credit 0 0
923 Outside services employed 594 92
924 Property insurance 0 0
925 Injuries and damages 33 12
926 Employee pensions and benefits 119 40
928 Regulatory commission expense 1 0
930.1 General advertising expenses 0 0
930.2 Miscellaneous general expenses 7,376 3,934
931 Rents 38 11
932 Maintenance of structures and equipment 2 2
403 Depreciation and amortization expense 896 435
408 Taxes other than income taxes 247 21
409 Income taxes (3,041) (1,108)
410 Provision for deferred income taxes 0 0
411 Provision for deferred income taxes-credit (637) 0
411.5 Investment tax credit 0 0
426.1 Donations 0 0
426.5 Other deductions 0 0
427 Interest on long-term debt 0 0
430 Interest on debt to associate companies 0 0
431 Other interest expense 25 15
------------ -----------
Total Expense 9,033 3,874
------------ -----------
Net Loss (40,003) (1,422)
============ ===========
* The Uniform System of Accounts (USA) for mutual and subsidiary companies is not
relevant to COE and its activities. The Federal Energy Regulatory Commission USA
is used throughout this filing.
</TABLE>
ANNUAL REPORT OF CHARTER OAK ENERGY AND SUBSIDIARIES
For the Year Ended December 31, 1997
ANALYSIS OF BILLING
ASSOCIATE COMPANIES
ACCOUNT 457
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
DIRECT INDIRECT COMPENSATION TOTAL
COSTS COSTS FOR USE AMOUNT
NAME OF ASSOCIATE COMPANY CHARGED CHARGED OF CAPITAL BILLED
- ------------------------------------------------------------------------------
(Thousands of Dollars)
457-1 457-2 457-3
---------------------------------------------
<S> <C> <C> <C> <C>
---------- ---------- ----------- ----------
TOTAL 0 0 0 0
========== ========== =========== ==========
Not applicable to the Company's line of business in 1997.
</TABLE>
ANNUAL REPORT OF CHARTER OAK ENERGY AND SUBSIDIARIES
For the Year Ended December 31, 1997
ANALYSIS OF BILLING
NONASSOCIATE COMPANIES
ACCOUNT 458
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
DIRECT INDIRECT COMPENSATION EXCESS TOTAL
COSTS COSTS FOR USE TOTAL OR AMOUNT
NAME OF NONASSOCIATE COMPANY CHARGED CHARGED OF CAPITAL COSTS DEFICIENCY BILLED
- ------------------------------------------------------------------------------------------
(Thousands of Dollars)
458-1 458-2 458-3 458-4
--------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
-------- -------- ----------- ------- --------- -------
0 0 0 0 0 0
======== ======== =========== ======= ========= =======
Not applicable to the Company's line of business in 1997.
</TABLE>
ANNUAL REPORT OF CHARTER OAK ENERGY AND SUBSIDIARIES
For the Year Ended December 31, 1997
SCHEDULE XVI
ANALYSIS OF CHARGES FOR SERVICE
ASSOCIATE AND NONASSOCIATE COMPANIES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
ASSOCIATED CHARGES NONASSOCIATED CHARGES TOTAL CHARGES FOR SERVICE
------------------------------------------------------------------------
ACCOUNT DIRECT INDIRECT DIRECT INDIRECT DIRECT INDIRECT
NUMBER DESCRIPTION OF ITEMS COST COST TOTAL COST COST TOTAL COST COST TOTAL
- -------------------------------------------------------------------------------------------------------------------
(Thousands of Dollars)
<S> <C> <C><C> <C> <C> <C><C> <C><C>
920 SALARIES AND WAGES 2,525 0 2,525 0 0 0 2,525 0 2,525
921 OFFICE SUPPLIES AND EXPENSES 855 0 855 0 0 0 855 0 855
922 ADMINISTRATIVE EXPENSE TRANSFRD-CR 0 0 0 0 0 0 0 0 0
923 OUTSIDE SERVICES EMPLOYED 594 0 594 0 0 0 594 0 594
924 PROPERTY INSURANCE 0 0 0 0 0 0 0 0 0
925 INJURIES AND DAMAGES 33 0 33 0 0 0 33 0 33
926 EMPLOYEE PENSIONS AND BENEFITS 119 0 119 0 0 0 119 0 119
928 REGULATORY COMMISSION EXPENSE 1 0 1 0 0 0 1 0 1
930.1 GENERAL ADVERTISING EXPENSES 0 0 0 0 0 0 0 0 0
930.2 MISCELLANEOUS GENERAL EXPENSES 7,376 0 7,376 0 0 0 7,376 0 7,376
931 RENTS 38 0 38 0 0 0 38 0 38
932 MAINTENANCE OF STRUCTURES AND EQUIP. 2 0 2 0 0 0 2 0 2
403 DEPRECIATION AND AMORTIZATION EXP. 896 0 896 0 0 0 896 0 896
408 TAXES OTHER THAN INCOME TAXES 247 0 247 0 0 0 247 0 247
409 INCOME TAXES (3,041) 0 (3,041) 0 0 0 (3,041) 0 (3,041)
410 PROVISION FOR DEF INCOME TAXES 0 0 0 0 0 0 0 0 0
411 PROVISION FOR DEF INCOME TAXES-CR (637) 0 (637) 0 0 0 (637) 0 (637)
411.5 INVESTMENT TAX CREDIT 0 0 0 0 0 0 0 0 0
426.1 DONATIONS 0 0 0 0 0 0 0 0 0
426.5 OTHER DEDUCTIONS 0 0 0 0 0 0 0 0 0
427 INTEREST ON LONG-TERM DEBT 0 0 0 0 0 0 0 0 0
431 OTHER INTEREST EXPENSE 25 0 25 0 0 0 25 0 25
------------------------------------------------------------------------
SUBTOTAL EXPENSES 9,033 0 9,033 0 0 0 9,033 0 9,033
430 INTEREST ON DEBT TO ASSOC. COMPANIES
419 INTEREST AND DIVIDEND INCOME (31) (31) (31) 0 (31)
421 MISCELLANEOUS INCOME - CREDIT 31,001 31,001 31,001 0 31,001
NET LOSS (40,003) (40,003) (40,003) 0 (40,003)
------------------------------------------------------------------------
TOTAL COST OF SERVICE 0 0 0 0 0 0 0 0 0
========================================================================
INSTRUCTION: Total cost of service will equal for associate and nonassociate companies the total amount billed
under their separate analysis of billing schedules.
</TABLE>
ANNUAL REPORT OF CHARTER OAK ENERGY AND SUBSIDIARIES
For the Year Ended December 31, 1997
SCHEDULE XVII
SCHEDULE OF EXPENSE DISTRIBUTION BY
DEPARTMENT OR SERVICE FUNCTION
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
DEPARTMENT OR SERVICE FUNCTION
ACCOUNT TOTAL -------------------------------
NUMBER DESCRIPTION OF ITEMS AMOUNT OVERHEAD (1) (2) (3)
- ---------------------------------------------------------------------------------------------
(Thousands of Dollars)
<S> <C> <C> <C> <C> <C>
920 SALARIES AND WAGES 2,525
921 OFFICE SUPPLIES AND EXPENSES 855
922 ADMINISTRATIVE EXPENSE TRANSFERRED-CR 0
923 OUTSIDE SERVICES EMPLOYED 594
924 PROPERTY INSURANCE 0
925 INJURIES AND DAMAGES 33
926 EMPLOYEE PENSIONS AND BENEFITS 119
928 REGULATORY COMMISSION EXPENSE 1
930.1 GENERAL ADVERTISING EXPENSES 0
930.2 MISCELLANEOUS GENERAL EXPENSES 7,376
931 RENTS 38 Not applicable to the Company's
932 MAINTENANCE OF STRUCTURES AND EQUIPMENT 2 line of business in 1997.
403 DEPRECIATION AND AMORTIZATION EXPENSE 896
408 TAXES OTHER THAN INCOME TAXES 247
409 INCOME TAXES (3,041)
410 PROVISION FOR DEFERRED INCOME TAXES 0
411 PROVISION FOR DEFERRED INCOME TAXES-CR (637)
411.5 INVESTMENT TAX CREDIT 0
426.1 DONATIONS 0
426.5 OTHER DEDUCTIONS 0
427 INTEREST ON LONG-TERM DEBT 0
430 INTEREST ON DEBT TO ASSOCIATE COMPANIES 0
431 OTHER INTEREST EXPENSE 25
-----------------------------------------------
TOTAL EXPENSES 9,033 0 0 0 0
===============================================
INSTRUCTIONS: Indicate each department or service function. (See Instruction 01-3
General Structure of Accounting System: Uniform System of Accounts)
See page 23 for explanation of above service functions.
</TABLE>
ANNUAL REPORT OF CHARTER OAK ENERGY AND SUBSIDIARIES
For the Year Ended December 31, 1997
SCHEDULE XVII
-------------
KEYS FOR SERVICE FUNCTIONS
--------------------------
SERVICE FUNCTION
----------------
Not applicable to the Company's line of business in 1997
ANNUAL REPORT OF CHARTER OAK ENERGY AND SUBSIDIARIES
For the Year Ended December 31, 1997
DEPARTMENTAL ANALYSIS OF SALARIES
---------------------------------
<TABLE>
<CAPTION>
DEPARTMENTAL SALARY EXPENSE
NAME OF DEPARTMENT INCLUDED IN AMOUNTS BILLED TO NUMBER OF
- ----------------------------------------------------------------- PERSONNEL
Indicate each dept. TOTAL PARENT OTHER NON END
or service function. AMOUNT COMPANY ASSOCIATES ASSOCIATES OF YEAR
- ----------------------------------------------------------------- ---------
(Thousands of Dollars)
<S> <C> <C> <C> <C> <C>
NUSCO personnel
assigned to COE* 2,369 0 2,369 0 4
----------------------------------------- ---------
2,369 0 2,369 0 4
========================================= =========
* NUSCO employees who are assigned full time to Charter Oak Energy
and its subsidiaries are billed to each company by NUSCO.
</TABLE>
ANNUAL REPORT OF CHARTER OAK ENERGY AND SUBSIDIARIES
For the Year Ended December 31, 1997
OUTSIDE SERVICES EMPLOYED
ACCOUNT 923
INSTRUCTIONS: Provide a breakdown by subaccount of outside services employed.
If the aggregate amounts paid to any one payee and included
within one subaccount is less than $100,000, only the aggregate
number and amount of all such payments included within the
subaccount need be shown. Provide a subtotal for each type of
service.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
RELATIONSHIP
"A"-ASSOCIATE
"NA"-NON
FROM WHOM PURCHASED ASSOCIATE AMOUNT
- -----------------------------------------------------------------------------------------
(Thousands
of Dollars)
<S> <C>
Legal services (8 payees) NA 16
Temporary personnel (1 payee) NA 1
Financial Services (5 payees) NA 73
Engineering Services (4 payees) NA 189
Other Services
--------------
Goldman Sachs and Co. * NA 200
Miscellaneous (10 payees) NA 93
Northeast Utilities Service Company
-----------------------------------
(Supplies centralized, accounting,
administrative, data processing,
engineering, financial, legal,
operational, planning, purchasing
and other services) A 22
-----------
594
===========
* Initial Fee for Sale of Company
</TABLE>
ANNUAL REPORT OF CHARTER OAK ENERGY AND SUBSIDIARIES
For the Year Ended December 31, 1997
EMPLOYEE PENSIONS AND BENEFITS
ACCOUNT 926
INSTRUCTIONS: Provide a listing of each pension plan and benefit
program provided by the service company. Such
listing should be limited to $25,000.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------
DESCRIPTION AMOUNT
- ------------------------------------------------------------------------
(Thousands of Dollars)
<S> <C>
NUSCO services * 119
-------------
TOTAL 119
=============
* NUSCO employees perform services for Charter Oak Energy and its
subsidiaries and all related expenses are billed to each company
by NUSCO.
</TABLE>
ANNUAL REPORT OF CHARTER OAK ENERGY AND SUBSIDIARIES
For the Year Ended December 31, 1997
MISCELLANEOUS GENERAL EXPENSES
ACCOUNT 930
INSTRUCTIONS: Provide a listing of the amount included in Account 930,
"Miscellaneous General Expenses," classifying such expenses
according to their nature. Payments and expenses permitted
by Section 321(b)(2) of the Federal Election Campaign Act,
as amended by Public Law 94-283 in 1976 (2 U.S.C. Section
441(b)(2)) shall be separately classified.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
DESCRIPTION AMOUNT
- -----------------------------------------------------------------------------------
(Thousands
of Dollars)
<S> <C>
Project development expenses 3,166
NUSCO Services 472
Record loss on sale of investment in Tucuman,
Argentina project, COE Paris and
COE UK/Gencoe 3,204
Administrative services 534
-----------
TOTAL 7,376
===========
</TABLE>
ANNUAL REPORT OF CHARTER OAK ENERGY AND SUBSIDIARIES
For the Year Ended December 31, 1997
RENTS
ACCOUNT 931
INSTRUCTIONS: Provide a listing of the amount included in Account 931,
"Rents," classifying such expenses by major groupings of
property, as defined in the account definition of the
Uniform System of Accounts.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------
TYPE OF PROPERTY AMOUNT
- ------------------------------------------------------------------------
(Thousands of Dollars)
<S> <C>
NUSCO Services 38
---------
TOTAL 38
=========
</TABLE>
ANNUAL REPORT OF CHARTER OAK ENERGY AND SUBSIDIARIES
For the Year Ended December 31, 1997
TAXES OTHER THAN INCOME TAXES
ACCOUNT 408
INSTRUCTIONS: Provide an analysis of Account 408, "Taxes Other Than
Income Taxes." Separate the analysis into two groups:
(1) Other than U.S. Government taxes, and (2) U.S.
Government taxes. Specify each of the various kinds of
taxes and show the amounts thereof. Provide a subtotal
for each class of tax.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------
KIND OF TAX AMOUNT
- -------------------------------------------------------------------------
(Thousands of Dollars)
<S> <C>
(1) Other Than U.S. Government Taxes:
Connecticut Corporate Business Taxes 169
Local Property Taxes 3
NUSCO Services 75
---------
Sub-Total 247
---------
(2) U.S. Government Taxes 0
---------
TOTAL 247
=========
</TABLE>
ANNUAL REPORT OF CHARTER OAK ENERGY AND SUBSIDIARIES
For the Year Ended December 31, 1997
DONATIONS
ACCOUNT 426.1
INSTRUCTIONS: Provide a listing of the amount included in Account 426.1,
"Donations," classifying such expenses by its purpose. The
aggregate number and amount of all items of less than $3,000 may
be shown in lieu of details.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
NAME OF RECIPIENT PURPOSE OF DONATION AMOUNT
- ---------------------------------------------------------------------------------------
(Thousands
of Dollars)
<S> <C>
------------
TOTAL 0
============
Not applicable to the Company's line of business in 1997.
</TABLE>
ANNUAL REPORT OF CHARTER OAK ENERGY AND SUBSIDIARIES
For the Year Ended December 31, 1997
OTHER DEDUCTIONS
ACCOUNT 426.5
INSTRUCTIONS: Provide a listing of the amount included in Account 426.5,
"Other Deductions," classifying such expenses according
to their nature.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
DESCRIPTION NAME OF PAYEE AMOUNT
- ---------------------------------------------------------------------------
(Thousands
of Dollars)
<S> <C>
--------
TOTAL 0
========
Not applicable to the Company's line of business in 1997.
</TABLE>
ANNUAL REPORT OF CHARTER OAK ENERGY AND SUBSIDIARIES
For the Year Ended December 31, 1997
SCHEDULE XVIII
NOTES TO STATEMENTS OF INCOME
INSTRUCTIONS: The space below is provided for important notes regarding the
statement of income or any account thereof. Furnish
particulars as to any significant increases in services rendered
or expenses incurred during the year. Notes relating to
financial statements shown elsewhere in this report may be
indicated here by reference.
See Notes to Financial Statements on pages 17 through 17B.
ANNUAL REPORT OF CHARTER OAK ENERGY AND SUBSIDIARIES
ORGANIZATION CHART (AS OF DECEMBER 31, 1997)
Charter Oak Energy, Inc. (COE)
COE Development Corporation - 100%
COE Argentina I Corp. - 100%
COE Argentina II Corp. - 100%
COE Tejona Corporation - 100%
COE Ave Fenix Corporation - 100%
CHARTER OAK ENERGY AND SUBSIDIARIES
-----------------------------------
METHODS OF ALLOCATION
---------------------
For the year ended December 31, 1997
------------------------------------
Not applicable to the Company's line of business in 1997.
ANNUAL REPORT OF CHARTER OAK ENERGY AND SUBSIDIARIES
ANNUAL STATEMENT OF COMPENSATION FOR USE OF CAPITAL BILLED
Not applicable to the Company's line of business in 1997.
ANNUAL REPORT OF CHARTER OAK ENERGY AND SUBSIDIARIES
SIGNATURE CLAUSE
Pursuant to the requirements of the Public Utility Holding Company Act of 1935
and the rules and regulations of the Securities and Exchange Commission issued
thereunder, the undersigned company has duly caused this report to be signed on
its behalf by the undersigned officer thereunto duly authorized.
CHARTER OAK ENERGY, INC.
(Name of Reporting Company)
/s/ John J. Roman
By:
(Signature of Signing Officer)
John J. Roman - Vice President and Controller
(Printed Name and Title of Signing Officer)
Date: April 23, 1998
<TABLE> <S> <C>
<ARTICLE>OPUR2
<CIK>0000888707
<NAME>CHARTER OAK ENERGY, INC. AND SUBSIDIARIES
<MULTIPLIER>1,000
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1996
<PERIOD-END> DEC-31-1997 DEC-31-1996
<BOOK-VALUE> PER-BOOK PER-BOOK
<NET-SERVICE-COMPANY-PROPERTY> 0 3
<TOTAL-INVESTMENTS> 33,391 57,188
<TOTAL-CURRENT-ASSETS> 6,015 4,449
<TOTAL-DEFERRED-DEBITS> 5,659 10,073
<OTHER-ASSETS-AND-DEBITS> 0 0
<TOTAL-ASSETS-AND-DEBITS> 45,065 71,713
<TOTAL-PROPRIETARY-CAPITAL> 44,215 69,525
<TOTAL-LONG-TERM-DEBT> 0 0
<NOTES-PAYABLE> 0 0
<NOTES-PAYABLE-ASSOCIATE-COMP> 0 0
<OTHER-CURR-AND-ACCRUED-LIAB> 633 2,216
<TOTAL-DEFERRED-CREDITS> 217 0
<DEFERRED-INCOME-TAX> 0 0
<TOT-LIABIL-AND-PROPRIET-CAP> 45,065 71,713
<SERVICES-ASSOCIATE-COMPANIES> 0 0
<SERVICES-NON-ASSOCIATE-COMP> 0 0
<MISC-INCOME-OR-LOSS> (30,970) 2,452
<TOTAL-INCOME> (30,970) 2,452
<SALARIES-AND-WAGES> 2,525 226
<EMPLOYEE-PENSION-AND-BENEFIT> 119 40
<OTHER-EXPENSES> 6,389 3,608
<TOTAL-EXPENSES> 9,033 3,874
<NET-INCOME> (40,003) (1,422)
<TOTAL-EXPENSES-DIRECT-COST> 9,033 3,874
<TOTAL-EXPENSES-INDIRECT-COST> 0 0
<TOT-EXP-DIRECT-AND-INDIRECT> 9,033 3,874
<PERSONNEL-END-OF-YEAR> 0 0
</TABLE>
