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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
---------------
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended......................................December 31, 2000
Commission file number: 1-3268
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
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(Exact name of Registrant as specified in its charter)
New York 14-0555980
- --------------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
284 South Avenue, Poughkeepsie, New York 12601-4879
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (845) 452-2000
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Securities registered pursuant to Section 12(b) of the Act: None
Name of each exchange
Title of each class on which registered
- ----------------------------------------- -----------------------
Common Stock, $5.00 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
-------------------
Cumulative Preferred Stock
4 1/2% Series
4.75% Series
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes No X
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting and non-voting common equity held
by non-affiliates of the Registrant as of March 15, 2001, was zero.
The number of shares outstanding of Registrant's Common Stock, as of March
15, 2001 was 16,862,087. All shares are owned by CH Energy Group, Inc.
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
None.
TABLE OF CONTENTS
Page
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PART I
------
ITEM 1 BUSINESS 1
- ------
ITEM 2 PROPERTIES 13
- ------
ITEM 3 LEGAL PROCEEDINGS 19
- ------
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY
- ------ HOLDERS 20
PART II
ITEM 5 MARKET FOR CENTRAL HUDSON'S COMMON EQUITY
- ------ AND RELATED STOCKHOLDER MATTERS 20
ITEM 6 SELECTED FINANCIAL DATA OF CENTRAL HUDSON 21
- ------
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
- ------ FINANCIAL CONDITION AND RESULTS OF OPERATIONS 23
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT
- ------- MARKET RISK 34
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 36
- ------
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
- ------ ON ACCOUNTING AND FINANCIAL DISCLOSURE 83
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF
- ------- CENTRAL HUDSON 83
ITEM 11 EXECUTIVE COMPENSATION 83
- -------
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
- ------- OWNERS AND MANAGEMENT 92
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 92
- -------
PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND
- ------- REPORTS ON FORM 8-K 92
SIGNATURES 95
(i)
PART I
------
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K for the fiscal year ended December 31,
2000 ("Form 10-K Annual Report") and the documents incorporated by reference may
contain statements which, to the extent they are not recitations of historical
fact, constitute "forward-looking statements" within the meaning of the
Securities Litigation Reform Act of 1995 ("Reform Act"). These statements will
contain words such as "believes," "expects," "intends," "plans," and other
similar words. All forward-looking statements are intended to be subject to the
safe harbor protection provided by the Reform Act. A number of important factors
affecting Central Hudson Gas & Electric Corporation ("Central Hudson") business
and financial results could cause actual results to differ materially from those
stated in the forward-looking statements. Those factors include, but are not
limited to, weather, energy supply and demand, fuel prices, interest rates,
potential future acquisitions, developments in the legislative, regulatory and
competitive environments, electric and gas industry restructuring and cost
recovery, future market prices for energy, capacity and ancillary services,
nuclear industry regulation, the outcome of pending litigation, and certain
environmental matters, particularly industrial waste site remediation
requirements.
ITEM 1 - BUSINESS
HOLDING COMPANY
After a one-for-one common stock share exchange on December 15, 1999
("Holding Company Restructuring"), CH Energy Group, Inc. ("Energy Group") became
the holding company parent corporation of, among others, Central Hudson and its
existing subsidiary company. Central Hudson's preferred stock and debt remain
securities of Central Hudson. The Consolidated Financial Statements prior to
December 15, 1999 represent the accounts of Central Hudson prior to the Holding
Company Restructuring.
For further information regarding the Holding Company Restructuring
and/or the Amended and Restated Settlement Agreement, dated January 2, 1998, and
thereafter amended ("Agreement"), among Central Hudson, the Staff of the Public
Service Commission of the State of New York ("PSC") and certain others entered
into in the PSC's Competitive Opportunities Proceeding, see the caption
"Competitive Opportunities Proceeding Settlement Agreement" in Note 2 -
"Regulatory Matters" of the Notes to the Financial Statements contained in Item
8 of this Form 10-K Annual Report (each Note being hereinafter called a "Note").
The Agreement permitted the Holding Company Restructuring and may affect future
operations of Central Hudson.
Because of its ownership of Central Hudson, Energy Group is a "public
utility holding company" under the Public Utility Holding Company Act of 1935
("PUHCA"). However, Energy Group is exempt from the provisions of PUHCA under
the intrastate exemption provisions of ss.3(a)(1) of PUHCA, except that, under
ss.9(a)(2) of PUHCA, the approval of the Securities and Exchange Commission
("SEC") is required for a direct or indirect acquisition by a public utility
holding company of five percent (5%) or more of the voting securities of any
electric or gas utility company subject to PUHCA.
1
Energy Group is not an operating company, but merely holds stock either
directly or indirectly in its affiliates.
For a discussion of Central Hudson's capital structure, financing
program and short-term borrowing arrangements, see Notes 5, 6 and 7 "Short-Term
Borrowing Arrangements," "Capitalization - Capital Stock" and "Capitalization -
Long-Term Debt," respectively, and Item 7 hereof under the subcaptions "Capital
Structure," "Financing Program" and "Short-Term Debt" of the caption "Capital
Resources and Liquidity." For information concerning revenues, certain expenses,
earnings per share and information regarding assets for Central Hudson's
Electric and Gas segments, see Note 10 - "Segments and Related Information,"
hereof.
CENTRAL HUDSON
GENERALLY: Central Hudson is a New York gas and electric corporation
formed on December 31, 1926, as a consolidation of several operating utilities
which had been accumulated under one management during the previous 26 years.
Central Hudson generates, purchases, sells at wholesale and distributes
electricity, and purchases and distributes gas in New York State.
Central Hudson, in the opinion of its general counsel, has, with minor
exceptions, valid franchises, unlimited in duration, to serve a territory
extending about 85 miles along the Hudson River and about 25 to 40 miles east
and west from the Hudson River. The southern end of the territory is about 25
miles north of New York City, and the northern end is about 10 miles south of
the City of Albany. The territory, comprising approximately 2,600 square miles,
has a population estimated at 624,800. Electric service is available throughout
the territory, and natural gas service is provided in and about the cities of
Poughkeepsie, Beacon, Newburgh and Kingston, New York and in certain outlying
and intervening territories. The number of Central Hudson employees, at December
31, 2000, was 1,075.
Central Hudson's territory reflects a diversified economy, including
manufacturing industries, research firms, farms, governmental agencies, public
and private institutions, resorts and wholesale and retail trade operations.
In 2000, the competitive marketplace continued to develop for electric
utilities, and certain Central Hudson electric customers were given the
opportunity to purchase energy and related services from other sources. These
opportunities also exist for Central Hudson natural gas customers.
SALES OF PRINCIPAL GENERATING FACILITIES
On January 30, 2001 ("Closing"), Central Hudson, after a competitive
bidding process, sold its Danskammer Point Steam Electric Generating Station
("Danskammer Plant") and its interest in the Roseton Steam Electric Generating
Plant ("Roseton Plant") to affiliates of Dynegy Power Corp. (collectively,
"Dynegy"). Central Hudson has also contracted to sell its interest in Unit No. 2
of the Nine Mile Point Nuclear Station ("Nine Mile 2 Plant") to Constellation
Energy Inc. ("Constellation"). The closing of that sale is expected to occur by
mid-2001, subject to receipt of regulatory approvals. For information regarding
the sales of the Roseton and Danskammer Plants to Dynegy, see Item 2 hereof
under the subcaptions "Electric," "Roseton Plant" and "Danskammer Plant" and
Note 2 - "Regulatory Matters" hereof under the caption
2
"Sale of Generating Plants." For further information on the sale of the Nine
Mile 2 Plant, see Note 3 - "Nine Mile 2 Plant" hereof.
RATES
GENERALLY: The electric and gas rates of Central Hudson applicable to
service supplied to retail customers within New York State are regulated by the
PSC. Transmission rates and rates for electricity sold for resale in interstate
commerce by Central Hudson are regulated by the Federal Energy Regulatory
Commission ("FERC").
Central Hudson's present full-service retail rate structure consists of
various service classifications covering residential, commercial and industrial
customers. During 2000, the average price of electricity to these customers was
8.95 cents per kilowatthour ("kWh"), representing a 5.2% increase from the 1999
average price.
RATE PROCEEDINGS - ELECTRIC AND GAS: For information regarding Central
Hudson's most recent electric and gas cases filed with the PSC, see Note 2 -
"Regulatory Matters" hereof under the caption "Rate Proceedings - Electric and
Gas."
COST ADJUSTMENT CLAUSES: For information regarding Central Hudson's
electric and gas cost adjustment clauses, see Note 1 - "Summary of Significant
Accounting Policies" hereof under the caption "Rates, Revenues and Cost
Adjustment Clauses."
REGULATION
GENERALLY: Central Hudson is subject to regulation by the PSC
regarding, among other things, service rendered (including the rates charged),
major transmission facility siting, accounting procedures and issuance of
securities. For certain restrictions on Central Hudson's activities imposed by
the Agreement, see Note 2 - "Regulatory Matters" hereof under the caption
"Competitive Opportunities Proceeding Settlement Agreement."
Certain activities of Central Hudson including accounting and the
acquisition and disposition of certain property, are subject to regulation by
the FERC, under the Federal Power Act, by reason of Central Hudson's
transmission facilities and Central Hudson's sales of wholesale electric energy
in interstate commerce.
Central Hudson is not subject to the provisions of the Natural Gas Act.
In the opinion of general counsel for Central Hudson, with the
exception of the recently acquired Groveville Hydroelectric Facility in Beacon,
New York, Central Hudson's hydroelectric facilities are not required to be
licensed under the Federal Power Act.
CONSTRUCTION PROGRAM AND FINANCING
For estimates of 2001 construction expenditures, internal funds
available, mandatory and optional redemption of long-term securities, and
working capital requirements of Central Hudson, see the subcaption "Construction
Program in Item 7 hereof under the caption "Capital Resources and Liquidity."
3
Central Hudson's Certificate of Incorporation and its various debt
instruments do not contain any limitations upon the issuance of authorized, but
unissued, preferred stock or unsecured short-term debt.
Central Hudson's various debt instruments include limitations on the
amounts of additional funded indebtedness which Central Hudson can issue.
Central Hudson believes these limitations will not impair its ability to issue
any or all of the debt described under the subcaption "Financing Program" of
Item 7 hereof.
FUEL SUPPLY AND COST
As indicated above in the caption "Sales of Principal Generating
Facilities," Central Hudson has sold its Danskammer Plant and its interest in
the Roseton Plant to Dynegy.
Units 1 and 2 of the Roseton Plant are fully equipped to burn both
residual oil and natural gas. Units 1 and 2 of the Danskammer Plant, which are
equipped to burn residual oil or natural gas, were operated during 2000 when
economical. Units 3 and 4 of the Danskammer Plant, which were operated as base
load units during 2000, are capable of burning coal, natural gas, or residual
oil.
For the 12 months ended December 31, 2000, the sources and related
costs of electric generation for Central Hudson were as follows:
Aggregate
Sources of Percentage of Costs in 2000
Generation Energy Generated ($000)
- ---------- ---------------- ------------------
Purchased Power 27.8% $129,899
Coal 38.5 38,254
Gas 4.2 9,132
Nuclear 11.5 3,146
Oil 16.0 45,821
Hydroelectric 2.0 246
-------
100.0%
=======
Nitrogen Oxide ("NOx") Allowances 245
Fuel Handling Costs 1,466
Deferred Fuel Cost (4,617)
---------
$223,592
=========
RESIDUAL OIL: At December 31, 2000, there were 445,275 barrels of fuel
oil in inventory in tanks for use at the Danskammer and Roseton Plants, which
aggregate amount represented an average daily supply for 14 days. The total oil
storage capacity as of December 31, 2000, for these Plants was 16,251 and
1,079,000 barrels, respectively, and Central Hudson's share of the Roseton Plant
oil storage capacity was 377,650 barrels.
During 2000, the Roseton Plant's fuel oil requirements were supplied by
spot market purchases. The prices of these spot market purchases were determined
on the basis of
4
published market indices in effect at the time of delivery. During 2000, Central
Hudson purchased just over 3.8 million barrels of fuel oil for the Roseton
Plant and 154,901 barrels of fuel oil for the Danskammer Plant. The oil
inventories at the Roseton and Danskammer Plants were acquired by Dynegy upon
the Closing.
COAL: Central Hudson had three supply contracts for the purchase of an
aggregate of 912,000 tons per year of low-sulfur (0.7% maximum) coal to be
burned in Units 3 and 4 of the Danskammer Plant.
Two contracts provided for the delivery of coal by water from sources
in Venezuela and Colombia, South America. The third contract provided for the
delivery of domestic coal by water. The base price of purchases under all three
contracts was renegotiated by the parties on an annual basis. These contracts,
as last renegotiated, cover the term through December 31, 2001. As authorized
under the terms of the contract, one of these three contracts was terminated,
effective December 31, 2000. The remaining two coal contracts were acquired by
Dynegy upon the Closing.
In 2000, Central Hudson purchased 858,688 tons of coal, pursuant to
these supply contracts. Central Hudson did not purchase any coal on the spot
market during 2000.
OTHER CENTRAL HUDSON MATTERS:
LABOR RELATIONS: Central Hudson has agreements with the International
Brotherhood of Electrical Workers ("IBEW") for its 750 unionized employees,
representing production and maintenance employees, customer representatives,
service workers and clerical employees (excluding persons in managerial,
professional or supervisory positions), which agreements were renegotiated,
effective July 1, 1998. An agreement with Local 320 of the IBEW Non-Production
Plant Workers continues through April 30, 2003, and an agreement with IBEW Local
320 Production Plant Workers, which expires on August 31, 2003, was assumed by
Dynegy upon the Closing. The agreements provide for an average annual general
wage increase of 3.0% and certain additional fringe benefits.
PHOENIX DEVELOPMENT COMPANY, INC.: Phoenix Development Company, Inc.
("Phoenix"), a New York corporation, is a wholly-owned subsidiary of Central
Hudson. Phoenix was established to hold or lease real property for the future
use of Central Hudson and to participate in energy-related ventures. Currently,
the assets held by Phoenix are not material.
NUCLEAR: For information regarding the proposed sale of the Nine Mile
2 Plant, see Note 3 - "Nine Mile 2 Plant."
OTHER AFFILIATES OF CENTRAL HUDSON
Central Hudson Energy Services, Inc. ("CH Services"), a New York
corporation, is wholly-owned by Energy Group and, in turn, is the holding
company parent for Energy Group's competitive business subsidiaries described
below and hereinafter referred to as "competitive business subsidiaries". CH
Services is not an operating company.
The following are the directly or indirectly owned competitive business
subsidiaries of CH Services:
5
CENTRAL HUDSON ENTERPRISES CORPORATION: Central Hudson Enterprises
Corporation ("CHEC"), a New York corporation, is a wholly-owned subsidiary of CH
Services. CHEC is engaged in the business of marketing electricity, gas, oil and
related services to retail and wholesale customers; conducting energy audits;
providing services including, but not limited to, the design, financing,
installation and maintenance of energy conservation measures and generation
systems for private businesses, institutional organizations and governmental
entities; and participating in cogeneration, small hydroelectric, alternate fuel
and energy production projects and services.
GRIFFITH ENERGY SERVICES, INC.: Griffith Energy Services, Inc.
("Griffith"), a New York corporation, is a wholly-owned subsidiary of CHEC. On
November 1, 2000, Griffith acquired the assets of AllEnergy Marketing Company,
L.L.C.'s Griffith Consumers Company, Inc. Griffith is an energy services company
engaged in the distribution of fuel oil, gasoline, diesel, kerosene, propane,
natural gas and the installation and maintenance of HVAC equipment in the
mid-Atlantic areas of Virginia, West Virginia, Maryland, Delaware and
Washington, D.C. On March 1, 2001, Griffith acquired Community Oil Company,
Inc., an energy service, fuel oil distribution company operating in West
Virginia.
PRIME INDUSTRIAL ENERGY SERVICES, INC.: Prime Industrial Energy
Services, Inc. ("Prime"), a New York corporation, a wholly-owned subsidiary of
CHEC, is engaged in project construction and providing services for electric
generators installed on customers' property, as well as for HVAC equipment.
SCASCO, INC.: SCASCO, Inc. ("SCASCO"), a Connecticut corporation, is a
wholly-owned subsidiary of CHEC. SCASCO is an energy services company engaged in
the distribution of fuel oil, gasoline, diesel, kerosene, propane and natural
gas and the installation and maintenance of electrical services and HVAC
equipment throughout the states of Connecticut, Massachusetts and Rhode Island.
During 2000, SCASCO purchased the assets of ARC Mechanical and Electrical
Contractors, Inc. ("ARC"), Capitol Fuel Co., Inc. ("Capitol"), The Seymour Oil
Company ("Seymour") and Sharon Oil Company ("Sharon"). ARC is a mechanical and
electrical contracting and HVAC company operating throughout the state of
Connecticut. Capitol, Seymour and Sharon Companies are all energy services
companies engaged in the distribution of fuel oil, gasoline, diesel, kerosene,
propane and natural gas and the installation and maintenance of electrical
services and HVAC equipment throughout the state of Connecticut.
CH RESOURCES, INC.: CH Resources, Inc. ("CH Resources"), a New York
corporation, is a wholly-owned subsidiary of CH Services established for the
purpose of acquiring, developing and operating electric generation facilities,
the output of which is sold at the wholesale level to CHEC and other energy
services companies, as well as through the New York State Independent System
Operator ("NYS ISO") described under the caption "Independent System Operator"
of Note 2 - "Regulatory Matters". CH Resources owns a 100 megawatt ("MW")
combined cycle gas turbine facility in Solvay, New York ("CH Syracuse Plant"), a
100 MW combined cycle gas turbine facility in Beaver Falls, New York ("Beaver
Falls Plant"), and a 50 MW fluidized bed, coal-fired plant in Niagara County,
New York ("CH Niagara Falls Plant").
6
CH SYRACUSE PROPERTIES, INC. and CH Niagara Properties, Inc.: CH
Syracuse Properties, Inc. ("CH Syracuse") and CH Niagara Properties, Inc. ("CH
Niagara") are New York corporations and wholly-owned subsidiaries of CH
Resources used to lease real property for the CH Syracuse Plant and CH Niagara
Falls Plants.
GREENE POINT DEVELOPMENT CORPORATION: Greene Point Development
Corporation ("Greene Point"), a New York corporation, is a wholly-owned
subsidiary of CH Services which develops and evaluates business opportunities
for CH Services' competitive business subsidiaries. The current assets held by
this subsidiary are not material.
ENVIRONMENTAL QUALITY REGULATION
Central Hudson is subject to regulation by federal, state and, to some
extent, local authorities with respect to the environmental effects of their
operations, including regulations relating to air and water quality, aesthetics,
levels of noise, hazardous wastes, toxic substances, protection of vegetation
and wildlife and limitations on land use. Environmental matters may expose
Central Hudson to potential liability which, in certain instances, may be
imposed without regard to fault or historical activities which were lawful at
the time they occurred. Central Hudson continually monitors its activities in
order to determine the impact of their activities on the environment and to
ensure compliance with various environmental requirements.
Generally, during 2000, the principal environmental areas and
requirements to which Central Hudson were subject were as follows:
Air: State regulations relating to fossil-fueled generating plants
govern the sulfur content of fuel used, the emission of particulate matter and
certain other pollutants and the visibility of these emissions. In addition,
emissions from fossil-fueled generating plants are required to meet federal and
state ambient air quality standards for sulfur dioxide ("SO2"), NOx and
suspended particulates in the areas surrounding the plants.
The Danskammer Plant burns coal having a maximum sulfur content of
0.7%, fuel oil having a maximum sulfur content of 1% and natural gas. The sulfur
content of the oil burned at the Roseton Plant is limited by stipulation with,
among others, the New York State Department of Environmental Conservation
("NYSDEC"), to an amount not exceeding 1.5% maximum and 1.3% weighted annual
average. Natural gas is also burned at the Roseton Plant.
Based on the operation of continuous emission stack monitoring systems,
Central Hudson believes that during 2000 air quality standards for NOx, SO2 and
particulates were satisfied in the areas surrounding the Roseton and Danskammer
Plants.
For information on the impact of the (i) Clean Air Act Amendments of
1990 ("CAA Amendments") on efforts to attain and maintain national ambient air
quality standards for emissions from fossil-fueled electric power plants, (ii)
the proposal of the federal Environmental Protection Agency ("EPA") to modify
emission standards for ozone and suspended particulates, (iii) the New York
State Governor's initiatives relating to air quality standards, and a proposal
of the NYSDEC to modify NOx and SO2 standards for generating facilities
operating in New York State, and (iv) an investigation by the New York State
Attorney General regarding air emissions
7
from coal-fired generating plants, see Note 9 - "Commitments and Contingencies,"
hereof under the caption, "Environmental Matters - Air."
WATER: Central Hudson is required to comply with applicable state and
federal laws and regulations governing the discharge of pollutants into
receiving waters.
The discharge of any pollution into navigable waterways is prohibited
except in compliance with a permit issued by the EPA under the National
Pollutant Discharge Elimination System ("NPDES") established under the Clean
Water Act. Likewise, under the New York Environmental Conservation Law,
pollutants cannot be discharged into state waters without a State Pollutant
Discharge Elimination System ("SPDES") permit issued by the NYSDEC. Issuance of
a SPDES permit satisfies the NPDES permit requirement.
Central Hudson has SPDES permits for its Eltings Corners maintenance
and warehouse facility and its Rifton Recreation and Training Center in New
York. The SPDES permits for the Roseton and Danskammer Plants expired on October
1 and November 1, 1992, respectively, and permit renewal applications are
pending before the NYSDEC. The SPDES permits subject to the renewal proceedings
for the Roseton and Danskammer Plants were assigned to Dynegy at the Closing.
For further discussion regarding renewal of the SPDES permits for the
Roseton and Danskammer Plants, see Note 9 - "Commitments and Contingencies,"
hereof under the caption "Environmental Matters - Water."
For a description of litigation commenced against Central Hudson for
alleged violation of the Endangered Species Act at the Roseton and Danskammer
Plants, see Item 3 hereof under the caption - "Environmental Litigation, Roseton
and Danskammer Plants."
TOXIC SUBSTANCES AND HAZARDOUS WASTES: Central Hudson is subject to
state and federal laws and regulations relating to the use, handling, storage,
treatment, transportation and disposal of industrial, hazardous and toxic
wastes.
For a discussion of (i) environmental litigation filed by the City of
Newburgh, New York against Central Hudson involving one of Central Hudson's
eight former manufactured gas sites and a related court ruling, and (ii) issues
raised by the NYSDEC relating to (a) site investigations at other former Central
Hudson manufactured gas facilities, (b) Central Hudson's offices at Little
Britain Road in New Windsor, New York, and (c) the Orange County Landfill in
Goshen, New York and Central Hudson, see Note 9 - "Commitments and
Contingencies," hereof under the subcaptions "Environmental Matters - Former
Manufactured Gas Plant Facilities - City of Newburgh," "Other Former
Manufactured Gas Plant Sites," "Little Britain Road," and "Orange County
Landfill."
OTHER: Central Hudson expenditures attributable in whole or in
substantial part, to environmental considerations totaled $11.2 million in 2000,
of which approximately $1.6 million related to capital projects and $9.6 million
were charged to expense. It is estimated that in 2001 the total of these
expenditures will be approximately $3.2 million.
Central Hudson is not involved as a defendant in any other court
litigation regarding environmental matters and, to the best of its knowledge, no
other environmental litigation
8
against it is threatened, except with respect to the litigation described in
Item 3 "Legal Proceedings" hereof under the subcaption "Environmental Litigation
- - Roseton and Danskammer Plants," and as described in Note 9 - "Commitments and
Contingencies," hereof under the subcaption "Environmental Matters - Former
Manufactured Gas Plant Facilities."
9
EXECUTIVE OFFICERS
All executive officers of Central Hudson are elected or appointed
annually by the Central Hudson Board of Directors. There are no family
relationships existing among any of the executive officers of Central Hudson or
Energy Group. The names of the current Central Hudson Board of Directors and the
executive officers of Central Hudson, their positions held and business
experience during the past five (5) years and ages (at December 31, 2000) are as
follows:
Age at
Executive 12/31/00 Current and Prior Positions Date Commenced
- -----------------------------------------------------------------------------------------------------------------------------------
Paul J. Ganci(1) 62 Chairman of the Board and Chief Executive Officer(a)(b) November 2000
Director(a)(b) November 1999
Chairman of the Board, President and Chief Executive Officer(a)(b) November 1999
Chairman of the Board and Chief Executive Officer(c) April 1999
President and Chief Executive Officer(c) August 1998
President and Chief Operating Officer(c) December 1995
Director(c) December 1995
Allan R. Page(3) 53 President(a) November 2000
President and Chief Operating Officer(b) December 1999
Executive Vice President(a) November 1999
Vice President(c) November 1999
Director(b) November 1999
Executive Vice President(c) April 1998
Senior Vice President - Corporate Services(c) April 1996
Vice President - Corporate Services(c) December 1995
Carl E. Meyer(2) 53 Director(c) December 1999
Executive Vice President(a) November 1999
President and Chief Operating Officer(c) April 1999
Executive Vice President(c) April 1998
Senior Vice President - Customer Services(c) April 1996
Vice President - Customer Services(c) December 1995
10
Age at
Executive 12/31/00 Current and Prior Positions Date Commenced
- -----------------------------------------------------------------------------------------------------------------------------------
Arthur R. Upright(2) 57 Director(b)(c) November 1999
Senior Vice President(a) November 1999
Senior Vice President(c) November 1998
Assistant Vice President - Cost & Rate/ Financial Planning(c) December 1995
Steven V. Lant(1) 43 Chief Financial Officer and Treasurer(a)(b)(c) November 1999
Director(b)(c) November 1999
Chief Financial Officer, Treasurer and Corporate Secretary(c) November 1998
Treasurer and Assistant Corporate Secretary(c) December 1995
Ronald P. Brand 62 Senior Vice President, Special Projects(c) April 2000
Senior Vice President - Engineering, Environmental Affairs
and Special Projects(c) November 1998
Vice President - Engineering and Environmental Affairs(c) December 1995
Joseph J. DeVirgilio, 49 Senior Vice President - Corporate Services and Administration(c) November 1998
Jr. Vice President - Human Resources and Administration(c) December 1995
Donna S. Doyle(2) 52 Vice President - Accounting and Controller(a)(c) November 1999
Controller(c) December 1995
James P. Lovette 51 Vice President(b) January 2001
Vice President - Production(c) November 1998
Assistant Vice President - Fossil Production(c) October 1997
Plant Superintendent(c) December 1995
Denise D. VanBuren(2) 39 Vice President - Corporate Communications and Community
Relations(a)(c) November 2000
Assistant Vice President - Corporate Communications(c) November 1999
Manager - Corporate Communications(c) October 1998
Director - Media Relations (c) December 1995
11
Age at
Executive 12/31/00 Current and Prior Positions Date Commenced
- -----------------------------------------------------------------------------------------------------------------------------------
Charles A. Freni 41 Vice President - Engineering and Environmental Affairs(c) November 2000
Assistant Vice President - Engineering and Environmental Affairs(c) March 2000
Customer Accounts Services Division Manager(c) December 1995
Gladys L. Cooper(1) 49 Corporate Secretary(a)(b)(c) July 2000
Corporate Secretary and Assistant Vice President -
Governmental Relations(a)(c) November 1999
Assistant Vice President - Governmental Relations(c) December 1995
John C. Checklick 52 Vice President - Customer Services and Marketing(c) November 2000
Assistant Vice President - Customer Services and Marketing(c) March 2000
Assistant Vice President - Customer Services(c) November 1998
Manager - Customer Services(c) December 1995
Christopher M. Capone(2) 38 Assistant Treasurer March 2000
Assistant Treasurer - Investor Relations(a) March 2000
Vice President/Division Head, Personal Fixed Income Division December 1995
Bank of New York
(1) Executive is an officer of Central Hudson, Energy Group and CH Services
(2) Executive is an officer of Central Hudson and Energy Group
(3) Executive is an officer of Energy Group and CH Services
(a) For Energy Group
(b) For CH Services
(c) For Central Hudson
12
ITEM 2 - PROPERTIES
ELECTRIC: The net capability of Central Hudson's electric generating
plants as of December 31, 2000, the net output of each plant for the year ended
December 31, 2000, and the year each plant was placed in service or
rehabilitated are as set forth below:
13
Megawatt ("MW")*
Electric Year Placed Net Capability 2000 Unit
Generating In Service/ (2000) (99-2000) Net Output
Plant Type of Fuel Rehabilitated Summer Winter (MWh)
- ---------- ------------ -------------- ------ ---------- --------------
Danskammer Residual Oil, Natural 1951-1967 500 493 2,715,855
Plant** Gas and Coal
Roseton Plant Residual Oil 1974 417 409 1,023,232
(35% share)** and Natural Gas
Neversink Water 1953 21 22 49,827
Hydro Station
Dashville Water 1920 4 4 6,575
Hydro Station
Sturgeon Pool Water 1924 16 16 63,417
Hydro Station
High Falls Water 1986 3 3 6,755
Hydro Station
Coxsackie Gas Kerosene or 1969 19 19 2,068
Turbine ("GT") Natural Gas
So. Cairo GT Kerosene 1970 18 22 1,425
Nine Mile 2 Nuclear 1988 103 103 734,554
Plant (9%
share)***
Groveville Water 2000 N/A N/A --
Hydro St.**** ------- ------- ------------
Total 1,101 1,091 4,603,708
======= ======= ============
14
* Reflects maximum one-hour net capability of Central Hudson's ownership
of generation resources and, therefore, does not include firm
purchases or sales.
** Plants sold on January 30, 2001; see Item 1, under the caption
"Central Hudson - Sales of Principal Generating Facilities."
*** Plant expected to be sold to Constellation as described in Note 3 -
"Nine Mile 2 Plant."
**** Acquired in October 2000.
Central Hudson has a contract with the Power Authority of the State of
New York ("PASNY") which entitles Central Hudson to 49 MW net capability from
the Blenheim-Gilboa Pumped Storage Hydroelectric Plant through 2002.
Central Hudson owns 86 substations having an aggregate transformer
capacity of 5.1 million kVa. The transmission system consists of 588 pole miles
of line and the distribution system of 7,387 pole miles of overhead lines and
905 trench miles of underground lines.
LOAD AND CAPACITY: Central Hudson's maximum one-hour demand within its
own territory, for the year ended December 31, 2000, occurred on June 26, 2000,
and amounted to 945 MW. Central Hudson's maximum one-hour demand within its own
territory, for that part of the 2000-2001 winter capability period, through
January 9, 2001, occurred on January 2, 2001 and amounted to 844 MW.
As of the Closing, Central Hudson no longer owned sufficient capacity
to serve the peak demands of its transmission and distribution customers and now
will need to rely on purchased capacity from third-party providers to meet these
demands. To partially supply its full service customers, Central Hudson entered
into a transition power agreement with another Dynegy affiliate for a period
from January 30, 2001 to and including October 31, 2003, subject to a one-year
extension option at the election of Central Hudson, to provide for the purchase
of energy and capacity from that affiliate. Central Hudson has entered into an
agreement with Constellation to purchase capacity and energy from the Nine Mile
2 Plant for a ten-year period after that Plant is sold to Constellation. In the
case of both contracts, the energy will be purchased at defined prices which
escalate over the life of the contracts. These defined price contracts will
provide a measure of stability to the prices Central Hudson will charge its full
service electric customers.
See Note 2 under the caption "Independent System Operator" for
information regarding the termination of the New York Power Pool ("NYPP") and
the formation of the NYS ISO and the New York State Reliability Council
("Reliability Council") to coordinate reliability and operation of New York
State's bulk power transmission systems.
15
The following table sets forth the amounts of any excess capacity of Central
Hudson by summer and winter capability periods for 2001 and 2002:
Forecasted Forecasted
Peak - Peak - Peak Plus Excess of Capacity
Total Full Installed Availabe Over Peak Plus NYS ISO
Delivery Service Reserve of Capacity Installed Reserve
Capability Rqts. (MW) Rqts. Only 18% (MW) (MW) Requirements
Period (1) (2) (2) (3) (4) (5) (MW)(3) Percent (3)
- ------------------ ------------- ----------- ----------- -------- -----------------------
2001 Summer 975 972 1,147 1,151 4 0.3
2001-2002 Winter 870 867 1,147* 949 (198) (17.3)
* Summer period peak plus reserve requirements carry over to the
following winter period.
(1) Total delivery requirements include requirements for both full service
(delivery and energy) and retail access (delivery only) customers.
(2) Excludes retail access customer requirements.
(3) Based on full service requirements.
(4) Owned capacity of 180 MW plus firm contract capacity of 971 MW as of
January 31, 2001 for the summer 2001 period.
(5) Owned capacity of 180 MW plus firm contract capacity of 769 MW as of
January 31, 2001 for the winter 2001/2002 period.
16
ROSETON PLANT:: See the above caption in Item 1 "Sales of Principal
Generating Facilities" and Note 2 - "Regulatory Matters", under the caption
"Sale of Generating Plants" regarding the sale, on January 30, 2001, of Central
Hudson's interest in the Roseton Plant which is located in Roseton, New York.
The Roseton Plant was owned by Central Hudson, Consolidated Edison Company of
New York, Inc. ("Con Edison") and Niagara Mohawk Power Corporation ("Niagara
Mohawk") as tenants-in-common and was sold to Dynegy. The Roseton Plant, placed
in commercial operation in 1974, has a generating capacity of 1,200 MW,
consisting of two 600 MW generating units, both of which are capable of being
fired either by residual oil or natural gas (see also the subcaption below
entitled "Gas"). Central Hudson acted as agent for the cotenant owners with
respect to the operation of the Roseton Plant. Generally, these owners shared
the costs and expenses of the operation of that Plant in accordance with their
respective ownership interests.
The 345 kV transmission lines and related facilities to connect the
Roseton Plant with other points in the system of Central Hudson and with the
systems of Con Edison and Niagara Mohawk to the north and west of the Roseton
Plant prior to and after the Closing are 100%-owned by Central Hudson. The share
of each of the cotenant owners of the Plant in the output of the Roseton Plant
was transmitted over these lines under a transmission agreement relating to the
Plant, which provided, among other things, for compensation to Central Hudson
for use of the facilities and lines by these other parties. In addition, Central
Hudson has contract rights which entitle it to the lesser of 300 MW, or one
quarter of the capacity in a 345 kV transmission line owned by PASNY which
connects the Roseton Plant with a Con Edison substation in East Fishkill, New
York. In exchange for these rights, Central Hudson has agreed to provide PASNY
capacity in the 345 kV transmission lines Central Hudson owns from the Roseton
Plant.
DANSKAMMER PLANT: The Danskammer Plant consists of four generating
units placed into operation over the thirteen-year period 1954 through 1967.
Units 3 and 4 of the Danskammer Plant have generating capacities of 135 MW and
235 MW, respectively, while Units 1 and 2 have generating capacities of 63 MW
each.
NINE MILE 2 PLANT: For a discussion of Central Hudson's contract to
sell its ownership interest in and certain operating matters relating to the
Nine Mile 2 Plant, see Item 7 hereof under the subcaption "Nuclear Operations,"
Note 3 - "Nine Mile 2 Plant," and Note 1 - "Summary of Significant Accounting
Policies," under the subcaption "Jointly-Owned Facilities."
GAS: Central Hudson's gas system consists of 161 miles of
transmission pipelines and 1,012 miles of distribution pipelines.
For the year ended December 31, 2000, the total amount of gas
purchased by Central Hudson from all sources was 15,938,968 thousand cubic feet
("Mcf."), which includes 914,760 Mcf. purchased directly for use as a boiler
fuel at the Roseton Plant.
Central Hudson also owns two propane-air mixing facilities for
emergency and peak shaving purposes located in Poughkeepsie and Newburgh, New
York. Each facility is capable of supplying 8,000 Mcf. per day with propane
storage capability adequate to provide maximum facility sendout for up to three
consecutive days.
17
The peak daily demand for natural gas by Central Hudson's customers for
the year ended December 31, 2000, occurred on January 27, 2000, and amounted to
107,964 Mcf. Central Hudson's firm peak-day gas capability in 2000 was 124,491
Mcf. The peak daily demand for natural gas by Central Hudson's customers for
that part of the 2000-2001 heating season through January 9, 2001, occurred on
January 2, 2001, and amounted to 92,012 Mcf.
OTHER GAS MATTERS: FERC permits non-discriminatory access to the
pipeline facilities of interstate gas pipeline transmission companies subject to
the jurisdiction of FERC under the Natural Gas Act. This rule allows access to
these pipelines by the pipeline transmission company's customers, enabling them
to transport gas purchased directly from third parties and spot sources. This
access also permits industrial customers of gas distribution utilities to
connect directly and contract directly with the pipeline transmission companies
to transport gas, thereby bypassing the distribution utility. None of Central
Hudson's customers has elected this bypass option.
The PSC has authorized New York State gas distribution utilities to
transport customer-owned gas through their facilities upon request of a
customer. Currently, interstate pipeline transmission companies are located in
certain areas where Central Hudson provides retail gas service (the Towns of
Carmel, Pleasant Valley, Coxsackie, and LaGrange in New York State).
OTHER MATTERS:: All of Central Hudson's generating plants and important
property units are held by it in fee simple, except (1) certain rights-of-way,
and (2) a portion of the property used in connection with hydroelectric plants
consisting of flowage or other riparian rights. Certain of the Central Hudson
properties are subject to rights-of-way and easements which do not interfere
with operations. In the case of certain distribution lines, Central Hudson owns
only a part interest in the poles upon which its wires are installed, the
remaining interest being owned by telephone companies. Certain electric
transmission facilities owned by others are used by Central Hudson under
long-term contractual arrangements.
All of the physical properties of Central Hudson, other than property
such as material and supplies excluded in Central Hudson's First Mortgage Bond
Indenture ("Mortgage") and its franchises, are subject to the lien of the
Mortgage under which all of its Mortgage Bonds are outstanding. These properties
are, from time to time, subject to liens for current taxes and assessments which
Central Hudson pays regularly as and when due.
During the three-year period ended December 31, 2000, Central Hudson
made gross property additions of $150.8 million and property retirements and
adjustments of $37.2 million, resulting in a net increase (including
Construction Work in Progress or "CWIP") in utility plant of $113.6 million, or
7.5%.
18
ITEM 3 - LEGAL PROCEEDINGS
ASBESTOS LITIGATION
For a discussion of litigation against Central Hudson involving
asbestos, see Note 9 - "Commitments and Contingencies," hereof under the caption
"Asbestos Litigation."
ENVIRONMENTAL LITIGATION
ROSETON PLANT: Compliance with a Consent Order, approved by the
Supreme Court of the State of New York, Albany County in 1992, in an action
against the NYSDEC and Central Hudson brought in 1991 by the Natural Resources
Defense Council, Inc., the Hudson River Fisherman's Association and Scenic
Hudson, Inc. was assumed by Dynegy upon the Closing. The Consent Order provides
for certain operating restrictions at the Roseton Plant regarding the use of
river water for plant cooling purposes.
ROSETON AND DANSKAMMER PLANTS: In January 2001, a citizen suit
brought against Central Hudson in 1999 by Riverkeeper, Inc., in the United
States District Court for the Southern District of New York, under ss.11 of the
Endangered Species Act, 16 U.S.C. ss.1540, seeking injunctive relief from
Central Hudson's alleged unpermitted takings of the endangered shortnose
sturgeon through the Roseton and Danskammer Plants, was dismissed by the Court
on January 23, 2001, as a result of the issuance of a permit, in November 2000,
by the United States Marine Fisheries Service which allows these takings.
For a description of the NYSDEC proceeding involving the renewal of the
SPDES permits for the Roseton and Danskammer Plants and the assignment of the
applications for the permits at the Closing to Dynegy, see Item 1 hereof under
the subcaption "Environmental Quality Regulation - Water," and Note 9 -
"Commitments and Contingencies," under the caption "Environmental Matters -
Water."
NEWBURGH MANUFACTURED GAS SITE: For a discussion of litigation filed
against Central Hudson by the City of Newburgh, New York, on May 26, 1995, in
the United States District Court, Southern District of New York, and Central
Hudson's response, see Note 9 - "Commitments and Contingencies," under the
subcaption "Environmental Matters - Former Manufactured Gas Plant Facilities."
WAPPINGERS FALLS INCIDENT
For information regarding a lawsuit filed against Central Hudson for an
explosion and fire in Wappingers Falls, New York, see Note 9 - "Commitments and
Contingencies", hereof.
19
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On April 18, 2000, by unanimous written consent of Energy Group as sole
shareholder, Paul J. Ganci, Carl E. Meyer, Steven V. Lant and Arthur R. Upright
were appointed directors of Central Hudson until the next annual meeting of
shareholders of Central Hudson or until their successors are elected and
qualified.
PART II
ITEM 5 - MARKET FOR CENTRAL HUDSON'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
For information regarding the market for Energy Group's Common Stock
and related stockholder matters, see Item 7 hereof under the captions "Capital
Resources and Liquidity - Financing Program" and "Dividends to Energy Group" and
Note 6 - "Capitalization - Capital Stock."
Under applicable statutes and their respective Certificates of
Incorporation, Energy Group may pay dividends on shares of its Common Stock and
Central Hudson may pay dividends on its Common Stock and its Preferred Stock
only out of surplus.
20
ITEM 6 - SELECTED FINANCIAL DATA OF CENTRAL HUDSON*
FIVE-YEAR SUMMARY OF CONSOLIDATED OPERATIONS AND SELECTED FINANCIAL DATA
(In Thousands)
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Operating Revenues
Electric .................... $531,820 $427,809 $418,507 $416,429 $418,761
Gas ......................... 107,039 94,131 84,962 103,848 95,210
-------- ------- -------- -------- --------
Total .................... 638,859 521,940 503,469 520,277 513,971
-------- ------- ------- -------- --------
Operating Expenses
Operations .................. 425,319 312,277 293,376 312,288 296,717
Depreciation and amortization 47,914 46,913 45,560 43,864 42,580
Taxes, other than income tax 53,993 63,986 63,458 64,879 66,145
Federal/State income tax .... 36,374 27,852 29,775 29,190 32,700
-------- ------- ------- -------- --------
Total .................... 563,600 451,028 432,169 450,221 438,142
Operating Income .............. 75,259 70,912 71,300 70,056 75,829
-------- ------- ------- -------- --------
Other Income
Allowance for equity funds
used during construction ... - - 585 387 466
Federal/State income tax .... (776) (292) 1,148 2,953 1,632
Other - net ................. 8,960 10,875 6,865 8,079 4,815
-------- ------- ------- -------- --------
Total ................. 8,184 10,583 8,598 11,419 6,913
-------- ------- ------- -------- --------
Income before Interest Charges 83,443 81,495 79,898 81,475 82,742
Interest Charges .............. 30,848 29,614 27,354 26,389 26,660
-------- ------- ------- -------- --------
21
FIVE-YEAR SUMMARY OF CONSOLIDATED OPERATIONS AND
SELECTED FINANCIAL DATA*, (CONT'D)
(In Thousands)
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Net Income ..................................... $52,595 $51,881 $52,544 $55,086 $56,082
Premium on Pref. Stock Redemption - Net ........ - - -
- 378
Dividends Declared on Cumulative Pref. Stock .. 3,230 3,230 3,230 3,230 3,230
--------- --------- ---------- --------- ----------
Income Available for Common Stock .............. 49,365 48,651 49,314 51,856 52,474
Dividend Declared on Common Stock .............. - 27,317 36,567 37,137 37,128
Dividends Declared to Parent-Energy Group ...... 27,600 7,000 - - -
--------- --------- ---------- --------- ----------
Amount Retained in the Business ................ 21,765 14,334 12,747 14,719 15,346
Reverse Equity Transfer ........................ 26,000 - - - -
Common Stock Retirement ........................ - (12,642) -
- -
Transfer of Business Affiliates to Energy Group (2,500) (65,698) -
- -
Retained Earnings - beginning of year .......... 69,281 133,287 120,540 105,821 90,475
--------- --------- ---------- ---------- ----------
Retained Earnings - end of year ................ $114,546 $69,281 $133,287 $120,540 $105,821
======== ========= ========== ========== ==========
Total Assets ................................... $1,332,298 $1,259,390 $1,316,038 $1,252,090 $1,249,106
Long-term Debt ................................. 320,370 335,451 356,918
361,829 362,040
Cumulative Preferred Stock ..................... 56,030 56,030 56,030 56,030 56,030
Common Equity .................................. 466,230 420,891 472,180 477,104 471,709
* This summary should be read in conjunction with the Consolidated Financial
Statements and Notes thereto included in Item 8 of this Form 10-K Annual
Report.
22
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
COMPETITION/DEREGULATION
Energy Group
Energy Group is the holding company parent corporation of Central
Hudson and CH Services and its competitive business subsidiaries, as described
in Item 1 hereof. Energy Group is not an operating entity, and its operations
are conducted through Central Hudson and CH Services. Energy Group trades on the
New York Stock Exchange under the symbol "CHG."
The holding company structure was formed to permit quick response to
changes in the evolving competitive energy industry. The structure permits the
use of financing techniques that are better suited to the particular
requirements, characteristics and risks of competitive operations without
affecting the capital structure or creditworthiness of Energy Group and its
affiliates. This increases Energy Group's financial flexibility by allowing it
to establish different capital structures for each of its individual lines of
business.
COMPETITIVE OPPORTUNITIES PROCEEDING SETTLEMENT AGREEMENT
For a discussion of the Agreement approved by the PSC in its
Competitive Opportunities Proceeding and a discussion of the impact of the
Agreement on Central Hudson's Accounting Policies, see the caption "Competitive
Opportunities Proceeding Settlement Agreement" in Note 2 - "Regulatory Matters"
hereof.
DIVESTITURE OF FOSSIL-FUELED GENERATION
For information regarding the sale, on January 30, 2001, of Central
Hudson's Danskammer Plant and its interest in the Roseton Plant to Dynegy, see
Item 1 hereof under the caption "Sales of Principal Generating Facilities" and
Note 2 - "Sale of Generating Plants." Central Hudson received cash proceeds from
the sale of these Plants of approximately $713 million, subject to possible
post-Closing adjustments. For further information on the proposed disposition of
the proceeds from the sale, see Note 7 - "Capitalization - Long-Term Debt"
hereof, under the caption "Use of Proceeds from Sale of Generating Plants."
FERC - ELECTRIC
For information with respect to the establishment of the NYS ISO and
Reliability Council and termination of the NYPP, see the caption "Independent
System Operator" of Note 2 - "Regulatory Matters" herein.
23
RATE PROCEEDINGS - ELECTRIC AND GAS
For information regarding Central Hudson's most recent electric and gas
rate restructuring request to the PSC, see Note 2 - "Regulatory Matters" under
the caption "Rate Proceedings - Electric and Gas."
CAPITAL RESOURCES AND LIQUIDITY
CONSTRUCTION PROGRAM
As shown in the Consolidated Statement of Cash Flows, the cash
expenditures related to Central Hudson's construction program amounted to $58.7
million in 2000, a $12.2 million increase from the $46.5 million expended in
1999. Cash construction expenditures for 2001 are estimated to be $51.5 million,
a decrease of $7.2 million compared to 2000 expenditures.
Central Hudson's estimates of construction expenditures, internal funds
available, mandatory and optional redemption or repurchase of long-term
securities, and working capital requirements for 2001 are set forth in the
following table:
2001
----
(In Thousands)
Construction Expenditures*
Cash Construction Expenditures ....................... $51,500
Internal Funds Available ............................... 31,100
--------
Balance of Construction Requirements to be Financed .... 20,400
--------
Mandatory and Optional Refunding of Long-Term Securities 217,500
Other Cash Requirements ................................ 9,000
--------
Total Cash Requirements ............................ $246,900
========
*Excluding the equity portion of Allowance for Funds Used During Construction
("AFDC"), a noncash item.
Estimates of construction expenditures are subject to continuous review
and adjustment, and actual expenditures may vary from estimates. These
construction expenditures include capitalized overheads, nuclear fuel and the
debt portion of AFDC.
It is presently estimated that funds available from internal sources
will finance 60% of Central Hudson's cash construction expenditures in 2001.
During this same period, total external financing of construction expenditure
requirements of Central Hudson are projected to amount to $20.4 million.
The external financing requirements for construction expenditures are
greater than in past years because of a reduction in depreciation which will
occur due to the sale of
24
the Roseton, Danskammer and Nine Mile 2 Plants. Central Hudson's retained
earnings will also decrease as Central Hudson expects to pay 100% of its net
income as a dividend to Energy Group.
Following changes to its capital structure through the disbursement of
funds described in Note 7 - "Capitalization - Long-Term Debt," hereof, Central
Hudson may issue securities from time to time as needed to fund its working
capital requirements and construction budget.
In 2001, Central Hudson expects to satisfy its external funding
requirements, either through short-term borrowings or issuances of Medium-Term
Notes.
CAPITAL STRUCTURE
Since 1996, Central Hudson has maintained its common equity ratio
between 50% and 53%, which range was targeted in order to maintain a solid A
senior debt rating. Central Hudson's senior debt ratings are A2 by Moody's
Investors Service and A by Standard and Poor's Corporation and Fitch, Duff &
Phelps Credit Rating Company.
As described under the caption "Use of Proceeds from Sale of Generating
Plants" in Note 7 - "Capitalization - Long-Term Debt," hereof, a portion of the
proceeds from the sale of the Roseton and Danskammer Plants is planned to be
used to redeem a portion of the existing debt and preferred stock of Central
Hudson, and Central Hudson intends to redeem sufficient debt to maintain a
strong investment grade bond rating. The capital structure required to realize
this goal will depend on the evolving policies of the credit rating agencies,
the perceived risk profile of Central Hudson following the sale of the Plants,
and its prospective financial ratios.
Central Hudson's capital structure is set forth below at the end of
2000, 1999 and 1998:
Year-end Capital Structure
----------------------------
2000 1999 1998
---- ---- ----
Long-term debt............... 41.2% 41.3% 41.0%(a)
Short-term debt.............. 2.7% 5.6% 1.9%
Preferred stock.............. 6.0% 6.2% 6.1%
Common equity................ 50.1% 46.9% 51.0%
----- ----- -----
100.0% 100.0% 100.0%
===== ===== =====
(a) Excludes $16.7 million of bonds issued through the New York Energy
Research and Development Authority ("NYSERDA") on December 2, 1998, see
Note 7 - "Capitalization - Long-Term Debt."
In 2001, Central Hudson expects to redeem or repurchase a significant
percentage of its long-term debt and preferred stock and expects a reduction in
debt expense and effective rate. The amount of the reduction depends on the
outcome of Central Hudson's pending regulatory proceeding before the PSC,
described above under the caption "Rate Proceedings - Electric and Gas" in Note
2 - "Regulatory Matters" hereof.
25
FINANCING PROGRAM
Central Hudson may, pursuant to PSC authorization, issue, not later than
June 30, 2001, up to $100 million of new securities, including up to one million
shares of Common Stock for its business plan. Central Hudson has requested
authority from the PSC to issue, after June 30, 2001, up to $125 million of
unsecured Medium-Term Notes during the three years ending June 30, 2004. Central
Hudson issued unsecured Medium-Term Notes, Series C, in January and June 2000,
and during 2000 two Central Hudson debt series totaling $35 million matured.
During 2001, Central Hudson will be required to finance a portion of its planned
construction expenditures externally, as discussed above. These cash
requirements will be financed by a combination of temporary cash reserves,
short-term borrowing and the issuance of Medium-Term Notes.
For more information with respect to Central Hudson's financing program
in general, see Note 6 - "Capitalization - Capital Stock" and Note 7 -
"Capitalization - Long-Term Debt."
SHORT-TERM DEBT
As more fully discussed in Note 5 - "Short-Term Borrowing Arrangements"
hereof, Central Hudson has a revolving credit agreement with four commercial
banks for borrowing up to $50 million through October 23, 2001. Central Hudson
has requested authority from the PSC to enter into a $75 million revolving
agreement, effective upon the expiration of the existing $50 million revolving
credit agreement. In addition, Central Hudson maintains confirmed lines of
credit totaling $1.5 million with regional banks. These agreements give Central
Hudson competitive options to minimize its cost of short-term borrowing.
Authorization from the PSC limits the amount Central Hudson may have outstanding
at any time under all of its short-term borrowing arrangements to $52 million in
the aggregate.
RESULTS OF OPERATIONS
The following discussion and analysis includes an explanation of the
significant changes in revenues and expenses when comparing the 1999 results to
the 2000 results and the 1998 results to the 1999 results. Additional
information relating to changes between these years is provided in the Notes.
EARNINGS
Earnings in 2000, when compared to 1999, increased substantially from
an increase in Central Hudson electric net operating revenues (net of the cost
of fuel, purchased electricity and revenue taxes). The increase, despite a drop
in cooling degree days, is due primarily to increases in electric sales to
own-territory commercial and industrial customers and an increase in the profits
retained from sales of electricity to other utilities and marketers. Commercial
sales increased due primarily to an increase in the number of customers while
the increase in industrial sales resulted from increased usage by existing
customers. Actual cooling degree days were 35% lower than last year and 13%
lower
26
than normal. An increase in non-recoverable fuel costs related to Central
Hudson's fuel cost incentive partially offset the total increase to electric net
revenues. Another reason for the increase in earnings was the increase in
Central Hudson gas net operating revenues (net of the cost of gas and revenue
taxes), largely due to an overall increase in own territory sales. Increases in
residential and commercial gas sales reflect increased heating sales due to an
increase in heating degree days. Actual heating degree days approximated normal
for 2000 and were 10% higher than in 1999.
The above increases in earnings were partially offset by an increase in
operation and maintenance costs incurred by Central Hudson. That increase
reflects increases in the cost of normal storm restoration efforts, gas site
remediation, routine and scheduled generating plant maintenance, maintenance of
gas mains and workers compensation insurance. The increase in workers
compensation insurance is due to the elimination of substantial dividends
received in 1999. Other items impacting earnings unfavorably were non-recurring
items; primarily the activity of Energy Group prior to the Holding Company
Restructuring on December 15, 1999; increased depreciation on Central Hudson's
utility plant and equipment; and, the net effect of various other items,
including increases in taxes other than income taxes and Central Hudson's cost
of capital.
Earnings in 1999, when compared to 1998, decreased primarily from
increased employee welfare costs due to a favorable insurance premium adjustment
recorded in 1998, plus an increase in 1999 in labor costs charged to operations
expense instead of capital construction costs. In addition, the decrease was due
to increased depreciation on Central Hudson's plant and equipment and an
increase in maintenance costs due largely to scheduled maintenance performed on
one of the electric generating plants.
The decreased earnings in 1999 were partially offset by the net effect
of various nonrecurring items; primarily the activity of Energy Group prior to
the Holding Company Restructuring on December 15, 1999; and, in 1998, the
write-off of nonrecoverable purchased power expenses. Additional offsets include
increases in electric net operating revenues from an increase in own-territory
sales due largely to warmer summer weather (cooling degree days were 32% higher
than 1998) and from sales of electricity for resale. These increases were
reduced, in accordance with the Agreement's return on equity cap provision, by
the deferral of revenues in excess of the cap. Gas net operating revenues
remained flat compared to 1998. Firm gas sales increased by 8%; however, the
resulting increase in net operating revenues in 1999 was offset by the effect of
a favorable reconciling gas cost adjustment recorded in 1998.
27
OPERATING REVENUES
Total operating revenues increased $116.9 million (22%) in 2000, as
compared to 1999, and increased $18.5 million (4%) in 1999, as compared to 1998.
See the table below for details of the variations:
Increase or (Decrease) from Prior Year
------------------------------------------------------------------------------
2000 1999
------------------------------------------------------------------------------
Electric Gas Total Electric Gas Total
-------- --- ----- -------- --- -----
Operating Revenues (In Thousands)
Customer sales ......... $ 5,058 $ 2,731 $ 7,789 $ 7,527 $ 8,432 $ 15,959
Sales to other utilities 38,803 4,873 43,676 2,254 (436) 1,818
Fuel cost adjustment ... 44,567 5,061 49,628 8,473 2,727 11,200
Deferred revenues ...... 16,985 819 17,804 (10,195) (1,844) (12,039)
Miscellaneous .......... (1,402) (576) (1,978) 1,243 290 1,533
-------- -------- --------- -------- -------- --------
Total ........ 104,011 12,908 116,919 9,302 9,169 18,471
-------- -------- --------- -------- -------- --------
28
SALES
Central Hudson's sales vary seasonally in response to weather.
Generally, electric revenues peak in the summer, and gas revenues peak in the
winter.
Utility sales of electricity within Central Hudson's service territory,
plus delivery of electricity supplied by others, increased 1% in 2000 compared
to 1999. The slight improvement in sales, despite the 35% decrease in the number
of cooling degree days, is due primarily to an increase in the average number of
customers.
Electric sales increased 4% in 1999 versus 1998 primarily due to the
hotter weather in 1999. Cooling degree days in 1999 were 32% higher than in
1998.
Utility sales of firm natural gas within Central Hudson's service
territory, plus transportation of gas supplied by others, increased by 9% from
1999 to 2000 resulting, in part, from a 5% increase in heating degree days.
Residential and commercial sales increased 7% and 9%, respectively. The
increases are primarily driven by an increase in demand from space heating
customers due to somewhat colder weather. The increases also resulted from an
increase in the average number of customers. Industrial sales increased by 5%
partially due to increased usage by existing customers. Interruptible sales
decreased by 34% due to a reduction in boiler gas usage for electric generation.
Sales of firm natural gas increased 8% from 1998 to 1999, resulting, in
part, from a 3% increase in heating degree days due to colder weather
experienced in 1999.
Changes in sales from the prior year by major customer classification,
including interruptible gas sales are set forth below. Also included are the
changes related to energy delivery service.
% Increase (Decrease) from Prior Year
---------------------------------------------
Electric (MWh) Gas (Mcf)
---------------- ---------------
2000 1999 2000 1999
------- ------ ----- ------
Residential ................ -- 6 7 6
Commercial ................. 2 5 9 7
Industrial ................. 2 1 5 11
Interruptible............... N/A N/A (34) 14
Due to sharing arrangements, as described in the caption "Incentive
Arrangements" below that are in place for interruptible gas sales and
interruptible transportation of customer-owned gas, variations from year to year
typically have a minimal impact on earnings.
INCENTIVE ARRANGEMENTS
Under certain incentive formulas approved by the PSC, Central Hudson
either shares with its customers certain revenues and/or cost savings exceeding
defined predetermined levels, or is penalized in some cases for shortfalls from
the targeted levels or defined performance standards.
29
Incentive formulas are in place for fuel cost variations, sales of
electricity to other utilities, interruptible gas sales, gas capacity release
transactions and customer satisfaction, electric reliability and keeping
customer appointments.
The net results of these incentive formulas were to increase pretax
earnings by $4.8 million, $2.3 million and $1.0 million during 2000, 1999, and
1998, respectively.
As part of its pending regulatory proceeding before the PSC, described
under the caption "Rate Proceedings - Electric and Gas," in Note 2 - "Regulatory
Matters," Central Hudson is seeking new incentive provisions related to service
quality and reliability; however, the outcome of the proceeding relative to the
requested new incentive provisions cannot be predicted at this time.
OPERATING EXPENSES
The most significant elements of operating expenses are fuel and
purchased electricity in Central Hudson's electric department and purchased
natural gas in Central Hudson's gas department. Approximately 42% in 2000, and
31% in 1999 of every revenue dollar billed by Central Hudson's electric
department was expended for the combined cost of fuel used in electric
generation and purchased electricity. The corresponding figures in Central
Hudson's gas department for the cost of purchased gas were 60% and 57%,
respectively.
In an effort to keep the cost of electricity at the lowest reasonable
level, Central Hudson purchases energy from sources such as the NYS ISO,
Canadian hydro sources and energy marketers whenever energy can be purchased at
a unit cost lower than the incremental cost of generating the energy in Central
Hudson's plants.
For information regarding agreements entered into by Central Hudson
effective upon the sales of the Roseton and Danskammer Plants and the Nine Mile
2 Plant for the purchase by Central Hudson of capacity and energy, see Note 2 -
"Regulatory Matters," hereof, under the caption "Sale of Generating Plants" and
Note 3 - "Nine Mile 2 Plant."
Fuel and purchased electricity increased $92.0 million (70%) in 2000
due to the increase in electric sales as well as sales of electricity for
resale. The rise in costs reflects increasing fossil fuel prices and also the
impact of changing market conditions brought about by the formation of the NYS
ISO in November 1999.
Purchased natural gas costs increased $10.3 million (19%) in 2000 and
$9.0 million (20%) in 1999, largely due to higher firm and interruptible gas
sales, including the use of natural gas as a boiler fuel.
All other expenses increased $10.3 million, reflecting an increase in
costs for normal storm restoration, gas site remediation, workers compensation
insurance and routine and scheduled generating plant maintenance.
See Note 4 - "Income Tax," hereof for an analysis and reconciliation of
the federal and state income tax.
30
OTHER INCOME AND INTEREST CHARGES
Other income and deductions decreased $2.4 million in 2000 as compared
to 1999. The decrease results primarily from the non-operating income reported
last year. In 1999 other income and deductions increased $2.0 million (23%),
again reflecting activities of Energy Group prior to the Holding Company
Restructuring on December 15, 1999.
Total interest charges (excluding AFDC) increased $1.6 million (5%) in
2000 and increased $2.3 million (8%) in 1999 because of an increase in financing
activity.
The following table sets forth some of the pertinent data on Central
Hudson's outstanding debt:
2000 1999 1998
---- ---- ----
(In Thousands)
Long-term debt:
Debt retired ....................... $ 35,100 $ 25,818 $ 90
Outstanding at year-end:*
Amount (including current
portion) ......................... 382,979 370,551 396,425
Effective rate .................... 6.54% 6.43% 6.56%
Short-term debt:
Average daily amount
outstanding ....................... $ 13,490 $ 10,274 $ 1,171
Weighted average interest rate ..... 6.55% 6.22% 5.51%
*Including debt of competitive business subsidiaries of $9.0 million in 1998.
In 2001, Central Hudson expects to redeem or repurchase a significant
percentage of its long-term debt and preferred stock and expects a reduction in
debt expense and effective rate. The amount of the reduction depends on the
outcome of Central Hudson's pending regulatory proceeding before the PSC,
described above under the caption "Rate Proceedings - Electric and Gas" in Note
2 - "Regulatory Matters" hereof.
See Note 5 - "Short-Term Borrowing Arrangements" and Note 7 -
"Capitalization - Long-Term Debt" hereof for additional information on
short-term and long-term debt of Central Hudson.
NUCLEAR OPERATIONS
NINE MILE 2 PLANT: Central Hudson owns a 9% interest in the Nine Mile 2
Plant. For information regarding Central Hudson's plans to sell its ownership
interest in the Nine Mile 2 Plant, see Note 3 - "Nine Mile 2 Plant."
31
Central Hudson's share of operating expenses, taxes and depreciation
pertaining to the operation of the Nine Mile 2 Plant are included in the
financial results. In both 2000 and 1999, underruns in costs of operations and
maintenance expenses were entirely deferred for the future benefit of customers.
For further information, see Note 2 - "Regulatory Matters".
NUCLEAR DECOMMISSIONING: For information regarding exposure drafts of
the Financial Accounting Standards Board ("FASB"), a Nuclear Regulatory
Commission ("NRC") policy statement, and estimates for nuclear decommissioning
costs relating to the Nine Mile 2 Plant, see Note 1 - "Summary of Significant
Accounting Policies" and Note 3 - "Nine Mile 2 Plant" hereof.
OTHER MATTERS
New Accounting Standards: For information about market risk and
activities relating to derivative financial instruments and other financial
instruments, see Item 7A - "Quantitative and Qualitative Disclosure about Market
Risk" and Note 1 - "Summary of Significant Accounting Policies" under the
caption "New Accounting Standards, Other FASB Projects and NRC Policy
Statement."
32
FINANCIAL INDICES
Selected financial indices for the last five years are set forth in the
following table:
2000 1999 1998 1997 1996
------ ------- ------- ------- -------
Pretax coverage of total interest charges:
Including AFDC ...................... 3.55x 3.58x 3.83x 3.94x 4.08x
Excluding AFDC ...................... 3.26x 3.29x 3.54x 3.69x 3.83x
Funds from Operations ............... 4.32x 4.34x 4.39x 5.18x 5.29x
Pretax coverage of total interest
charges and preferred stock dividends ... 3.08x 3.09x 3.27x 3.37x 3.47x
Percent of construction expenditures
financed from internal funds ............ 100% 100% 100% 100% 100%
AFDC and Mirror CWIP* as a percentage
of income available for common stock .... 19% 19% 17% 13% 13%
Effective tax rate ....................... 41% 35% 35% 32% 36%
*Refer to Note 2 - "Regulatory Matters" under the caption "Summary of Regulatory
Assets and Liabilities" and the subcaption "Deferred Finance Charges - Nine Mile
2 Plant" for a definition of Mirror CWIP.
The effective tax rate for 2000 consists of a 36.6% effective rate for
federal income taxes and a 4.8% effective rate for state income taxes. The
effective tax rates for prior years are solely the effective tax rates for
federal income tax.
33
DIVIDENDS TO ENERGY GROUP
Energy Group and/or Central Hudson and its principal predecessors have
paid dividends on common stock in each year commencing in 1903, which common
stock has been listed on the New York Stock Exchange since 1945. Since the
formation of the Holding Company on December 15, 1999, the Board of Directors of
Central Hudson has declared quarterly dividends payable to its sole shareholder,
Energy Group, per the Agreement.
The Agreement provides certain dividend payment restrictions on Central
Hudson, including the following: in the event of a downgrade of Central Hudson
senior debt rating below BBB+ by more than one credit rating agency, if the
stated reason(s) for the downgrade is the performance of, or concerns about, the
financial condition of Central Hudson or any affiliate other than Central
Hudson, dividends will be limited to a rate of not more than 75% of the average
annual income available for dividends on a two-year rolling average basis. In
the event that Central Hudson's senior debt is placed on "Credit Watch" (or the
equivalent) for a rating below BBB by more than one credit rating agency, if the
stated reason(s) for the downgrade is the performance of, or concerns about, the
financial condition of Central Hudson or any affiliate other than Central
Hudson, dividends will be limited to a rate of not more than 50% of the average
annual income available for dividends on a two-year rolling average basis. In
the event of a downgrade of Central Hudson's senior debt rating below BBB- by
more than one credit rating agency, if the action is stated as being due in
substantial part to the performance of, or concerns about, the financial
condition of Central Hudson or any affiliate other than Central Hudson, no
dividends will be paid by Central Hudson until Central Hudson's senior debt
rating has been restored to BBB- or higher by all credit rating agencies then
rating Central Hudson.
The number of registered holders of Common Stock of Central Hudson as of
December 31, 2000, was one, which was Energy Group.
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT
MARKET RISK
The Central Hudson's primary market risks are commodity price risk and
interest rate risk. Exposure to commodity price risk related to its purchases
and/or sales of natural gas, fuel for electric generation and power supplies is
mitigated in several different ways. Depending on market conditions, Central
Hudson enters into long-term fixed supply and long-term forward supply contracts
for the purchase and/or sale of these commodities. Central Hudson also uses
storage gas facilities to purchase blocks of natural gas at preheating season
prices for use during the heating season. Central Hudson also enters into
derivative transactions to hedge market price fluctuations.
Central Hudson has in place an energy risk management program with the
primary goal to further manage, through the use of defined risk management
practices, price risk associated with commodity purchases in its operations.
Central Hudson's written policy and procedures for this program permit the use
of derivative financial instruments to hedge price risk but prohibit their use
for speculative purposes. Central Hudson has entered into either exchange-traded
futures contracts and over-the-counter
34
contracts with third parties to hedge commodity price risk associated with the
purchase and/or sale of natural gas and electricity and derivative contracts to
hedge a small portion of its total gas supply requirements as well as some
purchased electric and electric sales for resale transactions. The fair value of
open positions at December 31, 2000, as well as the resultant net transaction
gains related to derivative transactions, were not material to Central Hudson's
financial position or results of operation. Derivative transactions occurring in
1999 were not material to Central Hudson's financial position or results of
operation. All hedge transactions were accounted for under the deferral method
(SFAS 80, "Accounting for Futures Contracts") with gains and losses from the
hedging activity included in either the cost of the commodity or as an
adjustment to revenues.
Central Hudson's exposure to commodity price risk related to its
purchases of natural gas, fuel for electric generation, and other power sales is
also mitigated by its electric and gas cost adjustment clauses. These adjustment
clauses provide for the return or collection of costs, including risk management
costs, to or from customers for costs below or in excess of base costs included
in rates charged to customers. Risk management costs are defined by the PSC as
"costs associated with transactions that are intended to reduce price volatility
or reduce overall costs to customers. These costs include transaction costs, and
gains and losses associated with other risk management entities." Variations in
Central Hudson electric fuel costs are also subject to a fuel cost incentive
mechanism with an annual exposure of up to $3.0 million in either additional
revenues or costs.
Central Hudson manages its interest rate risk through the issuance of
fixed-rate debt with varying maturities and through economic refunding of debt
through optional refundings. A portion of Central Hudson's long-term debt
consists of variable rate debt for which interest is reset on a periodic basis
reflecting current market conditions. The difference between costs associated
with actual variable interest rates and costs embedded in customer rates is
deferred for eventual passback or recovery to or from customers.
35
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Page
----
I - Index to Financial Statements:
Report of Independent Accountants 37
Statement of Management's Responsibility 38
Consolidated Statement of Income for the three years
ended December 31, 2000 39
Consolidated Statement of Retained Earnings for the
three years ended December 31, 2000 41
Consolidated Balance Sheet at December 31, 2000 and 1999 42
Consolidated Statement of Cash Flows for the three years
ended December 31, 2000 44
Notes to Consolidated Financial Statements 46
Selected Quarterly Financial Data (Unaudited) 81
II - Schedule II - Reserves
All other schedules are omitted because they are not applicable or the
required information is shown in the Consolidated Financial Statements or the
Notes thereto.
SUPPLEMENTARY DATA
Supplementary data are included in "Selected Quarterly Financial Data
(Unaudited)" referred to in I above, and reference is made thereto.
36
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholder of Central Hudson Gas & Electric
Corporation
In our opinion, the consolidated financial statements listed in the
accompanying index present fairly, in all material respects, the financial
position of Central Hudson Gas & Electric Corporation ("Central Hudson") at
December 31, 2000 and 1999, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 2000, in conformity
with accounting principles generally accepted in the United States of America.
These financial statements are the responsibility of Central Hudson's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these financial
statements in accordance with auditing standards generally accepted in the
United States of America which require that we plan and perform the audit to
obtain reasonable assurance about whether or not the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
/s/ PRICEWATERHOUSECOOPERS LLP
- -------------------------------
PRICEWATERHOUSECOOPERS LLP
New York, New York
March 26, 2001
37
STATEMENT OF MANAGEMENT'S RESPONSIBILITY
Management is responsible for the preparation, integrity and objectivity
of the consolidated financial statements of Central Hudson Gas & Electric
Corporation ("Central Hudson"), as well as all other information contained in
this Form 10-K Annual Report for the fiscal year ended December 31, 2000. The
consolidated financial statements have been prepared in conformity with
generally accepted accounting principles and, in some cases, reflect amounts
based on the best estimates and judgments of Central Hudson's Management, giving
due consideration to materiality.
Central Hudson maintains adequate systems of internal control to provide
reasonable assurance, that, among other things, transactions are executed in
accordance with Management's authorization, that the consolidated financial
statements are prepared in accordance with generally accepted accounting
principles and that the assets of Central Hudson are properly safeguarded. The
systems of internal control are documented, evaluated and tested by Central
Hudson's internal auditors on a continuing basis. Due to the inherent
limitations of the effectiveness of internal controls, no internal control
system can provide absolute assurance that errors will not occur. Management
believes that Central Hudson has maintained an effective system of internal
control over the preparation of its financial information, including the
consolidated financial statements of Central Hudson as of December 31, 2000.
Independent accountants were engaged to audit the consolidated financial
statements of Central Hudson and issue their report thereon. The Report of
Independent Accountants, which is presented herein, does not limit the
responsibility of Management for information contained in the consolidated
financial statements and elsewhere in this Form 10-K Annual Report.
The Board of Directors of CH Energy Group, Inc. the sole shareholder and
holding company parent of Central Hudson, maintains a Committee on Audit which
is composed of Directors who are not employees of Energy Group or Central
Hudson. The Committee on Audit meets with Management, the Internal Auditing
Manager, and Central Hudson's independent accountants several times a year to
discuss internal controls and accounting matters, Central Hudson's financial
statements, the scope and results of the audits performed by the independent
accountants and the Internal Auditing Department.
The independent accountants and the Internal Auditing Manager have
direct access to the Committee on Audit.
PAUL J. GANCI DONNA S. DOYLE
Chairman of the Board and Vice President - Accounting
Chief Executive Officer and Controller
January 26, 2001
38
CONSOLIDATED STATEMENT OF INCOME
(In Thousands)
Year ended December 31,
2000 1999 1998
---- ---- ----
Operating Revenues
Electric ....................... $ 531,820 $ 427,809 $ 418,507
Gas ............................ 107,039 94,131 84,962
--------- --------- ---------
Total - own territory ...... 638,859 521,940 503,469
Operating Expenses
Operation:
Fuel used in electric generation 100,305 85,848 84,688
Purchased electricity .......... 123,287 45,731 40,573
Purchased natural gas .......... 64,212 53,957 44,964
Other expenses of operation .... 137,515 126,741 123,151
Depreciation and amortization
(Note 1) ........................ 47,914 46,913 45,560
Taxes, other than income tax .... 53,993 63,986 63,458
Federal/State income tax
(Note 4) ....................... 36,374 27,852 29,775
--------- --------- ---------
Total Operating Expenses ..... 563,600 451,028 432,169
--------- --------- ---------
Operating Income ................. 75,259 70,912 71,300
--------- --------- ---------
Other Income
Allowance for equity funds
used during construction
(Note 1) ...................... -- -- 585
Federal/State income tax
(Note 4) ...................... (776) (292) 1,148
Other - net .................... 8,960 10,875 6,865
--------- --------- ---------
Total Other Income ........... 8,184 10,583 8,598
--------- --------- ---------
Income before Interest
Charges ........................ 83,443 81,495 79,898
--------- --------- ---------
The Notes to Consolidated Financial Statements are an integral part hereof.
39
CONSOLIDATED STATEMENT OF INCOME (CONT'D)
(In Thousands)
Year ended December 31,
2000 1999 1998
---- ---- ----
Interest Charges
Interest on other long-term debt 24,206 24,151 23,115
Other interest ................. 7,421 5,853 4,563
Allowance for borrowed
funds used during
construction (Note 1) ......... (779) (390) (324)
-------- -------- --------
Total Interest Charges ........ 30,848 29,614 27,354
-------- -------- --------
Net Income ...................... $ 52,595 $ 51,881 $ 52,544
======== ======== ========
Dividends Declared on Cumulative
Preferred Stock ............... 3,230 3,230 3,230
-------- -------- --------
Income Available for Common
Stock ......................... $ 49,365 $ 48,651 $ 49,314
======== ======== ========
The Notes to Consolidated Financial Statements are an integral part hereof.
40
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
(In Thousands)
Year ended December 31,
2000 1999 1998
---- ---- ----
Balance at beginning of year .. $ 69,281 $ 133,287 $ 120,540
Net Income ..................... 52,595 51,881 52,544
Reverse Equity Transfer ........ 26,000 -- --
Common Stock Retirement
(cancellation) ............... -- (12,642) --
Transfer of Competitive Business
Subsidiaries to Energy Group (2,500) (65,698) --
Dividends declared:
On cumulative preferred
stock ...................... (3,230) (3,230) (3,230)
On common stock .............. -- (27,317) (36,567)
To parent - Energy Group ..... (27,600) (7,000) --
--------- --------- ---------
Total Dividends Declared ..... (30,830) (37,547) (39,797)
--------- --------- ---------
Balance at end of year ......... $ 114,546 $ 69,281 $ 133,287
========= ========= =========
The Notes to Consolidated Financial Statements are an integral part hereof.
41
CONSOLIDATED BALANCE SHEET
(In Thousands)
December 31,
ASSETS 2000 1999
---- ----
Utility Plant
Electric .................................. $1,277,617 $1,250,456
Gas ....................................... 172,242 164,767
Common .................................... 99,353 100,659
Nuclear fuel .............................. 46,688 42,847
---------- ----------
1,595,900 1,558,729
Less: Accumulated depreciation ............ 668,168 638,910
Nuclear fuel amortization ........... 40,762 38,354
---------- ----------
886,970 881,465
Construction work in progress ............. 43,882 39,951
---------- ----------
Net Utility Plant ....................... 930,852 921,416
---------- ----------
Other Property and Plant .................... 973 975
---------- ----------
Prefunded Pension Costs and Other Investments
Prefunded pension costs ................... 63,390 46,038
Other Investments ......................... 18,199 17,611
---------- ----------
Total Prefunded Pension Costs and Other
Investments .......................... 81,589 63,649
---------- ----------
Current Assets
Cash and cash equivalents ................. 17,279 11,756
Accounts receivable from customers -
net of allowance for doubtful accounts;
$2.5 million in 2000 and $2.9 million
in 1999 .................................. 70,072 46,483
Accrued unbilled utility revenues ......... 19,751 16,327
Other receivables ......................... 4,377 4,123
Fuel, materials and supplies, at average
cost .................................... 27,460 30,285
Special deposits and prepayments .......... 14,379 14,574
---------- ----------
Total Current Assets .................... 153,318 123,548
---------- ----------
Deferred Charges and Other Assets
Regulatory assets (Note 2) ................ 155,230 137,487
Unamortized debt expense .................. 4,869 5,016
Other Assets .............................. 5,467 7,299
---------- ----------
Total Deferred Charges .................. 165,566 149,802
---------- ----------
TOTAL ASSETS ..................... $1,332,298 $1,259,390
========== ==========
The Notes to Consolidated Financial Statements are an integral part hereof.
42
CONSOLIDATED BALANCE SHEET (CONT'D)
(In Thousands)
CAPITALIZATION AND LIABILITIES December 31,
2000 1999
---- ----
Capitalization
Common Stock Equity
Common stock, $5 par value (Note 6) . $ 84,311 $ 84,311
Paid-in capital (Note 6) ............ 273,238 273,238
Retained earnings ................... 114,546 69,281
Capital stock expense ............... (5,865) (5,939)
----------- -----------
Total Common Stock Equity .......... 466,230 420,891
----------- -----------
Cumulative Preferred Stock (Note 6)
Not subject to mandatory redemption . 21,030 21,030
Subject to mandatory redemption ..... 35,000 35,000
----------- -----------
Total Cumulative Preferred Stock ... 56,030 56,030
----------- -----------
Long-term Debt (Note 7) ............... 320,370 335,451
----------- -----------
Total Capitalization ............... 842,630 812,372
----------- -----------
Current Liabilities
Current maturities of long-term debt .. 62,610 35,100
Notes payable ......................... 25,000 50,000
Accounts payable ...................... 36,719 28,026
Accrued interest ...................... 11,307 4,405
Dividends payable ..................... 807 7,808
Accrued vacation ...................... 4,472 4,344
Customer deposits ..................... 4,637 4,471
Other ................................. 7,703 1,939
----------- -----------
Total Current Liabilities .......... 153,255 136,093
----------- -----------
Deferred Credits and Other Liabilities
Regulatory liabilities (Note 2) ....... 118,574 87,039
Operating reserves .................... 4,755 6,294
Other ................................. 18,636 18,351
----------- -----------
Total Deferred Credits and
Other Liabilities ................ 141,965 111,684
----------- -----------
Accumulated Deferred Income Tax (Note 4) 194,448 199,241
----------- -----------
TOTAL CAPITALIZATION AND LIABILITIES .. $ 1,332,298 $ 1,259,390
=========== ===========
The Notes to Consolidated Financial Statements are an integral part hereof.
43
CONSOLIDATED STATEMENT OF CASH FLOWS
(In Thousands)
Year ended December 31,
2000 1999 1998
---- ---- ----
Operating Activities
Net Income .................................... $ 52,595 $ 51,881 $ 52,544
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation and amortization
including nuclear fuel
amortization ........................ 51,757 51,186 49,011
Deferred income taxes, net ................. 2,940 4,219 (116)
Allowance for equity funds used
during construction ................... -- -- (585)
Nine Mile 2 Plant deferred
finance charges, net .................. (3,286) (4,855) (4,855)
Provisions for uncollectibles .............. 3,350 2,930 2,639
Net accrued deferred pension
costs ..................................... (13,789) (10,968) (12,277)
Deferred gas costs ......................... (4,652) 3,080 1,072
Deferred gas refunds ....................... (117) (19) (1,640)
Other - net ................................ 10,380 9,297 4,888
Changes in current assets and liabilities, net:
Accounts receivable and unbilled
utility revenues ...................... (30,617) (10,385) (46)
Fuel, materials and supplies ............... 2,825 (6,975) 513
Special deposits and
prepayments ........................... 195 17,746 (20,613)
Accounts payable ........................... 8,693 8,784 (777)
Accrued taxes and interest ................. 12,508 (6,715) 3,094
Other current liabilities .................. 452 (221) 1,695
--------- --------- ---------
Net cash provided by operating
activities ................................... 93,234 108,985 74,547
--------- --------- ---------
The Notes to Consolidated Financial Statements are an integral part hereof.
44
CONSOLIDATED STATEMENT OF CASH FLOWS (CONT'D)
(In Thousands)
2000 1999 1998
---- ---- ----
Investing Activities
Additions to plant .......................... (58,656) (46,495) (45,661)
Allowance for equity funds used
during construction ........................ -- -- 585
-------- -------- --------
Net additions to plant ...................... (58,656) (46,495) (45,076)
Net return of equity from affiliates ........ 26,000 -- --
Investment activity of unregulated
affiliate .................................. -- (38,381) (19,460)
Equity contributions to affiliates .......... (2,500) -- --
Nine Mile 2 Plant decommissioning
trust fund ................................. (868) (868) (868)
Other - net ................................. (854) (589) (801)
-------- -------- --------
Net cash used in investing
activities ................................. (36,878) (86,333) (66,205)
-------- -------- --------
Financing Activities
Proceeds from issuance of:
long-term debt ............................ 47,500 176,250 35,250
Net borrowings (repayments) of
short-term debt ............................ (25,000) 32,000 18,000
Retirement & redemption
of long-term debt .......................... (35,100) (185,462) (2,466)
Dividends paid on common
stock ...................................... (37,830) (39,652) (36,936)
Issuance and redemption costs ............... (403) (4,531) --
Reacquired capital stock .................... -- -- (17,745)
-------- -------- --------
Net cash used in financing
activities ................................. (50,833) (21,395) (6,897)
-------- -------- --------
Net Change in Cash and Cash
Equivalents .................................. 5,523 1,257 1,445
Cash and Cash Equivalents at
Beginning of Year ............................ 11,756 10,499 9,054
-------- -------- --------
Cash and Cash Equivalents at End
of Year ...................................... $ 17,279 $ 11,756 $ 10,499
======== ======== ========
Supplemental Disclosure of Cash
Flow Information
Interest paid (net of amounts
capitalized) .............................. $ 22,922 $ 26,236 $ 24,002
Federal income taxes paid ................. 22,300 29,025 26,900
The Notes to Consolidated Financial Statements are an integral part hereof.
45
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
After a one-for-one common stock share exchange on December 15, 1999
("Holding Company Restructuring"), Central Hudson Gas & Electric Corporation
("Central Hudson") became a wholly-owned subsidiary of CH Energy Group, Inc.
("Energy Group"). Phoenix Development Company, Inc. is a wholly-owned subsidiary
of Central Hudson. See Note 2 - "Regulatory Matters," under the caption
"Competitive Opportunities Proceeding Settlement Agreement" for further details.
PHOENIX DEVELOPMENT COMPANY, INC.: Phoenix Development Company, Inc.
("Phoenix"), a New York corporation, is a wholly-owned subsidiary of Central
Hudson. Phoenix was established to hold or lease real property for the future
use of Central Hudson and to participate in energy-related ventures. Currently,
the assets held by Phoenix are not material.
The fully consolidated financial statements include the accounts of
Central Hudson and its subsidiary. Intercompany balances and transactions have
been eliminated.
RATES, REVENUES AND COST ADJUSTMENT CLAUSES
Central Hudson's electric and gas retail rates are regulated by the
Public Service Commission of the State of New York ("PSC"). Transmission rates,
facilities charges and rates for electricity sold for resale in interstate
commerce are regulated by the Federal Energy Regulatory Commission ("FERC").
Central Hudson's tariff for retail electric service includes a fuel
cost adjustment clause by which electric rates are adjusted to reflect changes
in the average cost of fuels used for electric generation and in certain
purchased power costs from the average of these costs included in base rates.
Central Hudson's tariff for gas service contains a comparable clause to adjust
gas rates for changes in the price of purchased natural gas.
For Central Hudson revenue is recognized at the point of delivery for
electricity, natural gas and oil delivery.
UTILITY PLANT
The costs of additions to utility plant and replacements of retired
units of property are capitalized at original cost. Central Hudson's share of
the costs of Unit No. 2 of the Nine Mile Point Nuclear Station ("Nine Mile 2
Plant") are capitalized at original cost, less the disallowed investment of
$169.3 million which was recorded in 1987. Capitalized costs include labor,
materials and supplies, indirect charges for such items as transportation,
certain taxes, pension and other employee benefits and Allowance for the Cost of
Funds Used During Construction ("AFDC"), a noncash item, or capitalized
interest. Replacement of minor items of property is included in maintenance
expenses.
46
The original cost of property, together with removal cost, less
salvage, is charged to accumulated depreciation at the time the property is
retired and removed from service.
Central Hudson accrues in advance for planned maintenance and nuclear
fuel reloadings performed at the Nine Mile 2 Plant. All other maintenance is
expensed as incurred.
JOINTLY-OWNED FACILITIES
Central Hudson has a 9%, or 103 megawatt ("MW"), undivided interest in
the 1,143 MW Nine Mile 2 Plant (see Note 3 - "Nine Mile 2 Plant") and a 35%, or
420 MW, undivided interest in the 1,200 MW Roseton Electric Generating Station
("Roseton Plant"). For information on Central Hudson's sale of its interest in
the Roseton Plant and the proposed sale of its interest in the Nine Mile 2
Plant, see Note 2 - "Regulatory Matters - Sale of Generating Plants" and Note 3
- - "Nine Mile 2 Plant," respectively.
Central Hudson's share of the respective interests in the Nine Mile 2
Plant and the Roseton Plant, as included in its Consolidated Balance Sheet at
December 31, 2000 and 1999, were:
2000 1999
---- ----
(In Thousands)
Nine Mile 2 Plant
Plant in service ............ $ 315,210 $ 314,844
Accumulated depreciation .... (91,197) (84,263)
--------- ---------
Net Plant ................. 224,013 230,581
Construction work in progress 2,197 2,204
Roseton Plant
Plant in service ............ $ 135,711 $ 135,561
Accumulated depreciation .... (86,688) (83,754)
--------- ---------
Net Plant ................. 49,023 51,807
Construction work in progress 656 325
ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION
Central Hudson's regulated utility plant includes AFDC, which is
defined in applicable regulatory systems as the net cost of borrowed funds used
for construction purposes and a reasonable rate on other funds when so used. The
concurrent credit for the amount so capitalized is reported in the Consolidated
Statement of Income as follows: the portion applicable to borrowed funds is
reported as a reduction of interest charges while the portion applicable to
other funds (the equity component, a noncash item) is reported as other income.
The AFDC rate was 6.5% in 2000, 6.25% in 1999 and 8.5% in 1998.
For a discussion of the effect of Statement of Financial Accounting
Standards No. 71, "Accounting for the Effects of Certain Types of Regulation
("SFAS 71"), as issued by the Financial Accounting Standards Board ("FASB"), on
Central Hudson's fossil-fueled generating
47
plants, see Note 2 - "Regulatory Matters," under the caption "Impact of
Settlement Agreement on Accounting Policies." Accordingly, beginning in 1998,
significant capital projects relating to the fossil-fueled generating plants
included capitalized interest instead of AFDC. For 2000 and 1999, none of these
projects met the criteria for capitalized interest.
DEPRECIATION AND AMORTIZATION
For financial statement purposes, Central Hudson's depreciation
provisions are computed on the straight-line method using rates based on studies
of the estimated useful lives and estimated net salvage value of properties,
with the exception of the Nine Mile 2 Plant, which is depreciated on a remaining
life amortization method. The year 2026, the year in which the Nine Mile 2 Plant
operating license expires, is used as the end date in the development of the
remaining life amortization. Central Hudson performs depreciation studies on a
continuing basis and, upon approval by the PSC, periodically adjusts the rates
of its various classes of depreciable property.
Central Hudson's composite rates for depreciation were 3.21% in 2000,
3.22% in 1999 and 3.21% in 1998 of the original cost of average depreciable
property. The ratio of the amount of accumulated depreciation to the cost of
depreciable property at December 31 was 42.1% in 2000, 41.0% in 1999 and 39.6%
in 1998.
The cost of the Nine Mile 2 Plant nuclear fuel assemblies and
components is amortized to operating expense based on the quantity of heat
produced for the generation of electric energy.
CASH AND CASH EQUIVALENTS
For purposes of the Consolidated Statement of Cash Flows, Central
Hudson considers temporary cash investments with a maturity, when purchased, of
three months or less to be cash equivalents.
INCOME TAX
Central Hudson and its affiliates file a consolidated federal income
tax return. In 2000, New York State law was changed so that Central Hudson and
other New York State utilities are now subject to a state income tax. Central
Hudson and its affiliates will file a consolidated state income tax return.
Federal and state income taxes are allocated to operating expenses and other
income and deductions in the Consolidated Statement of Income. Income taxes are
deferred under the liability method in accordance with Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes," ("SFAS 109"). Under
the liability method, deferred income taxes are provided for all differences
between the financial statement and the tax basis of assets and liabilities.
Additional deferred income taxes and offsetting regulatory assets or liabilities
are recorded by Central Hudson to recognize that income taxes will be
recoverable or refundable through future revenues. For federal income tax
purposes, Central Hudson uses an accelerated method of depreciation and
generally uses the shortest life permitted for each class of assets. For state
income tax purposes, Central Hudson uses the same method of depreciation as for
federal income taxes for all property placed in service after
48
1999. For property placed in service in 1999 or earlier, Central Hudson uses
book depreciation in accordance with transition property rules under Article 9-A
of the New York State Tax Law.
USE OF ESTIMATES
Preparation of the financial statements in accordance with generally
accepted accounting principles includes the use of estimates and assumptions by
Management that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and reported amount of revenues and expenses during the reporting
period. Actual results may differ from those estimated.
NEW ACCOUNTING STANDARDS, OTHER FASB PROJECTS AND NRC POLICY STATEMENT
In June 1998, the FASB issued Statement No. 133 "Accounting for
Derivative Instruments and Hedging Activities" ("SFAS 133"), which standard was
subsequently amended in June 2000 by FASB Statement No. 138. SFAS 133
establishes accounting and reporting requirements for derivative instruments and
for hedging activities. The standard requires that an entity recognize the fair
value of all derivative instruments as either assets or liabilities in the
balance sheet with the offsetting gains or losses recognized in earnings. The
standard permits the deferral of hedge gains and losses, under stringent hedge
accounting provisions, until the hedged transaction is realized. SFAS 133 also
provides an exception for certain derivative transactions that meet the criteria
of "normal purchases and normal sales." Transactions that can be excepted from
SFAS 133 are those that provide for the purchase or sale of something other than
a financial or derivative instrument that will be delivered in quantities
expected to be used or sold by the reporting entity over a reasonable period in
the normal course of business.
Central Hudson implemented SFAS 133 on January 1, 2001. A contract
review system for the ongoing identification of derivative transactions
(freestanding and embedded in host transactions) was implemented during the
fourth quarter of 2000 and Central Hudson believes that all contracts that
contain derivative transactions have been identified. The majority of the
transactions reviewed qualify for the "normal purchases and normal sales"
exception and include commodity transactions for the purchase and/or sale of
natural gas, electricity and petroleum products. The derivative transactions
that do not qualify for the exception are those resulting from hedging
activities consistent with Central Hudson's risk management policy relating to
the use of derivative instruments. Hedge instruments for Central Hudson were not
redesignated under the provisions of SFAS 133 because the related gains and
losses are included as part of Central Hudson's total commodity costs reconciled
in its gas and fuel adjustment clauses and thus, deferrable under these
mechanisms. The implementation of SFAS 133 will not have a significant impact on
the financial results of Central Hudson since the majority of its transactions
are either excluded under the "normal purchases and normal sales" exception or
qualify for hedge accounting. Had Central Hudson implemented SFAS 133 as of
December 31, 2000, it would have recognized a negative $3.2 million deferral to
Other Comprehensive Income, the current fair value of hedges that would be
redesignated under SFAS 133 provisions.
In February 1996, the FASB issued an exposure draft entitled
"Accounting for Certain Liabilities Related to Closure and Removal of Long-Lived
Assets," which includes nuclear plant
49
decommissioning. Over the past four years, this exposure draft has been the
source of continual debate. On February 17, 2000, the FASB issued an exposure
draft entitled "Accounting for Obligations Associated with the Retirement of
Long-Lived Assets," to amend its initial draft and which proposed that the
exposure draft be effective for financial statements for fiscal years beginning
after June 15, 2001. During the first quarter of 2001, the FASB will continue to
redeliberate issues raised in comment letters received and a final statement is
expected to be issued during the second quarter of 2001. If the accounting
standard proposed in this exposure draft were adopted, it could result in higher
annual provisions for removal or decommissioning to be recognized earlier in the
operating life of nuclear and other generating units and an accelerated
recognition of the decommissioning obligation. The FASB is continuing to explore
various issues associated with this project, including liability measurement and
recognition issues, and the resulting final pronouncement could be different
from that proposed in the exposure draft. Central Hudson can make no prediction
at this time as to the ultimate form of the proposed accounting standard,
assuming it is adopted, nor can it make any prediction as to its ultimate
effect(s) on the financial condition of Central Hudson.
The Nuclear Regulatory Commission ("NRC") issued a policy statement on
the Restructuring and Economic Deregulation of the Electric Utility Industry
("Policy Statement") in 1997. The Policy Statement addresses the NRC's concerns
about the adequacy of decommissioning funds and about the potential impact on
operational safety and reserves. It gives the NRC the right, in highly unusual
situations where adequate protection of public health and safety would be
compromised, to consider imposing joint and several liability on minority
co-owners when one or more co-owners have defaulted on their contractual
obligations. On January 5, 1999, the NRC commenced review of a petition for
rulemaking filed by a group of utilities which are non-operating joint owners of
nuclear plants. These utilities requested that the enforcement provisions of the
NRC regulations be amended to clarify NRC policy regarding the potential
liability of joint owners if other joint owners become financially incapable of
bearing their share of the burden for safe operation or decommissioning of a
nuclear power plant. On July 25, 2000, the NRC denied the petition and
reaffirmed its position recognizing joint and several regulatory responsibility
on co-owners. Central Hudson is unable to predict how this increased stringency
may affect the results of operations or financial condition of the Nine Mile 2
Plant.
NOTE 2 - REGULATORY MATTERS
COMPETITIVE OPPORTUNITIES PROCEEDING SETTLEMENT AGREEMENT
In response to the May 1996 Order of the PSC issued in its generic
Competitive Opportunities Proceeding ("Proceeding"), Central Hudson, the PSC
Staff and certain other parties entered into an Amended and Restated Settlement
Agreement, dated January 2, 1998. The PSC approved the Amended and Restated
Settlement Agreement by its final Order issued and effective June 30, 1998,
which Order was subsequently amended (hereinafter called the "Agreement").
Shortly after the PSC issued its May 1996 Order, Central Hudson and
other electric utilities filed a court challenge to the Order, which was later
denied. Central Hudson, the other electric utilities and the Public Utility Law
Project ("PULP"), which had intervened in the
50
proceeding, appealed the denial. PULP subsequently filed court challenges to the
PSC's Order approving the Agreement of Central Hudson and of other electric
utilities. Central Hudson subsequently moved to dismiss PULP's challenge to the
Agreement. In August 1999, Central Hudson and other electric utilities filed
with the court a request to withdraw their appeal of the denial of their
challenge to the PSC's May 1996 Order without prejudice, subject to restoration
of the appeal should PULP's challenge to the restructuring agreement of any of
the electric utilities be successful. The request to withdraw the appeal without
prejudice was granted by the Appellate Court on January 12, 2000. The appeal of
PULP remains pending at this time, and Central Hudson can make no prediction as
to the potential outcome.
The Agreement generally includes the following major provisions: (i)
continuation of a basic electric rate freeze, along with a phase-in of retail
access, for residential, commercial and small industrial customers through June
2001; (ii) a 5% reduction in base electric rates for large industrial customers;
(iii) a 10.6% return on equity ("ROE") cap with excess earnings, if any,
deferred for stranded cost mitigation (as of December 31, 2000, Central Hudson
has recorded an estimated regulatory liability of $7.7 million due to excess
earnings); (iv) a reasonable opportunity to recover all prudently incurred
strandable costs, defined as "production expenditures made by Central Hudson in
fulfilling its obligation to serve and provide safe, reliable electric service
to customers within its franchise territory which are not expected to be
recoverable in a competitive electricity market"; (v) functional separation of
Central Hudson's Danskammer Point Steam Electric Generating Station ("Danskammer
Plant") and its interest in the Roseton Plant in 1998; (vi) transfer of title by
an auction of Central Hudson's Danskammer Plant and its interest in the Roseton
Plant to be completed by June 30, 2001 (a subsidiary of Central Hudson was given
the option to bid, and the PSC reserved its authority to require an auction and
transfer of Central Hudson's fossil-fueled electric generating assets prior to
June 30, 2001, if this action was found by the PSC to be in the public
interest); (vii) approval to effect a holding company restructuring not later
than June 30, 2001; (viii) certain regulation of Central Hudson's operations;
(ix) standards of conduct in transactions between Central Hudson and the
competitive business subsidiaries of Energy Group; (x) prohibitions against
Central Hudson making loans to Energy Group or any other affiliate or Central
Hudson guaranteeing debt of Energy Group or any other affiliate; (xi)
limitations on the transfer of Central Hudson employees to subsidiaries and on
the use of Central Hudson officers in common with subsidiaries and (xii)
permission for Central Hudson to transfer up to $100 million of equity to the
competitive business subsidiaries up to the earlier of (a) receipt by Central
Hudson of the proceeds of the sale of the Roseton and Danskammer Plants or (b)
June 30, 2001.
In addition, the PSC directed the PSC Staff to provide assurance that Central
Hudson did not incur imprudent generation costs which could be avoided by
divestiture of fossil-fueled electric generating assets prior to June 30, 2001,
and a provision dealing with mergers and acquisitions; namely, that Central
Hudson will have the flexibility to retain, on a cumulative basis, all savings
associated with an acquisition or merger with another utility for a period of
five years from the date of closing of any merger or acquisition, up to the
amount of the acquisition premium paid over the lesser of book value or fair
market value of assets merged or acquired. Savings in excess of the recovery of
this premium will be disposed of by the PSC for the benefit of customers.
51
Under the Agreement, the consideration received by Central Hudson in an
auction, referred to in (vi) of the second preceding paragraph above, will, up
to the net book value of the assets sold, be available for disposition for the
benefit of shareholders without PSC approval. Any excess over net book value
will be required to be used to offset Central Hudson's fossil-fueled generation
related regulatory assets and, to the extent of any remaining consideration, to
reduce the book cost of Central Hudson's investment in the Nine Mile 2 Plant.
Also under the Agreement, Central Hudson could retain for Unregulated
Investments, an additional amount of consideration equal to 10% of the
consideration of the sale in excess of the net book value of its interest in the
Plants (the "Earned Auction Incentive"), and the aggregate of all consideration
to be available to Central Hudson was not to exceed $17.5 million ("Cap").
On February 23, 2000, the PSC approved the auction plan ("Auction
Plan") filed by Central Hudson for a combined auction of the Roseton Plant and
the Danskammer Plant and Central Hudson's request for PSC approval of certain
accounting and rate-making proposals relating to the Agreement, including the
following: (i) an increase in the Cap, on a formula basis, not to exceed $18.5
million; (ii) to have any Earned Auction Incentive recognized as income over a
period of three to five years and (iii) to have the Earned Auction Incentive
apply not just to Central Hudson's interest in the Roseton and Danskammer
Plants, but also to the gross consideration received from a combined auction of
the Plants, less the gross proceeds to be provided to the other owners of the
Roseton Plant.
SALE OF GENERATING PLANTS
Based on the competitive bidding processes approved in the Auction
Plan, Central Hudson entered into an agreement, dated August 7, 2000, with
affiliates of Dynegy Power Corp. (collectively "Dynegy") to sell the Danskammer
Plant and, together with the other cotenant owners, entered into an agreement
with Dynegy, also dated August 7, 2000, to sell the Roseton Plant. The PSC, by
order issued and effective on December 20, 2000, and thereafter clarified,
approved these sales.
On January 30, 2001 ("Closing") Central Hudson, after a competitive
bidding process, sold its Danskammer Plant and its interest in the Roseton Plant
to Dynegy. Although provided for in the Agreement, Central Hudson's right for a
subsidiary to participate in the auction process of the Plants was not
exercised.
The approximately $713 million proceeds to Central Hudson from the sale
will be applied to recover the book value of these Plants and the net related
regulatory assets of Central Hudson's interest in these Plants, and the excess
is expected to be sufficient to recover the net plant costs and deferred finance
charges for the Nine Mile 2 Plant.
52
Central Hudson, together with Niagara Mohawk, New York State Electric &
Gas Corporation ("NYSEG") and Rochester Gas and Electric Corporation
("Rochester"), has contracted to sell its interest in the Nine Mile 2 Plant to
Constellation Energy Corporation ("Constellation"). The closing of that sale is
expected to occur by mid-2001, subject to receipt of all regulatory approvals.
Long Island Lighting Company ("LILCO"), d/b/a Long Island Power Authority
("LIPA"), will not participate in the sale.
After the Closing, and after the sale of Central Hudson's interest in
the Nine Mile 2 Plant, Central Hudson remains obligated to continue to serve its
electric customers. Central Hudson cannot predict the amount of service that it
will be obligated to provide or the cost or availability of electricity to
satisfy its customer service obligations. To partially supply its full service
customers, Central Hudson has entered into an agreement with Dynegy to purchase
capacity and energy from January 30, 2001 through October 31, 2003 (with the
right of Central Hudson to extend that period to October 31, 2004). Central
Hudson has also entered into an agreement with Constellation to purchase
capacity and energy from the Nine Mile 2 Plant during the ten-year period
beginning on the sale of that Plant. In the case of each of these contracts, the
energy will be purchased at defined prices which escalate over the life of the
contract. These defined price contracts were entered into to provide a measure
of stability to the prices Central Hudson will charge its full service electric
customers.
IMPACT OF SETTLEMENT AGREEMENT ON ACCOUNTING POLICIES
The Agreement created certain changes to Central Hudson's accounting
policies. Central Hudson's accounting policies conform to generally accepted
accounting principles, which, for regulated public utilities, include SFAS 71.
Under SFAS 71, regulated companies apply AFDC to the cost of construction
projects and defer costs and credits on the balance sheet as regulatory assets
and liabilities when it is probable that those costs and credits will be allowed
in the rate-making process in a period different from when they otherwise would
have been reflected in income. These deferred regulatory assets and liabilities
are then reflected in the income statement in the period in which the same
amounts are reflected in rates. If some of an enterprise's operations are
regulated and meet the appropriate criteria, SFAS 71 is applied only to that
regulated portion of the enterprise's operations. However, if cash flows from
the regulated business are for recovery of regulatory assets of the
fossil-fueled generating plants, those regulatory assets may remain on the
balance sheet. The requirement of Central Hudson to divest its fossil-fueled
generating plants resulted in SFAS 71 no longer applying to those assets and
instead of applying AFDC to construction projects at the fossil-fueled
generating plants, capitalized interest is now applied to qualifying projects.
At December 31, 2000 and 1999, net regulatory assets associated with
the fossil-fueled generating assets, including asbestos litigation costs and
Clean Air Act credits, totaled $1.9 million and $2.5 million, respectively. The
fossil-fueled net regulatory assets were offset at the Closing by the fossil
auction sale proceeds in excess of the net book value of the Danskammer Plant
and Central Hudson's interest in the Roseton Plant.
53
Summary of Regulatory Assets and Liabilities
The following table sets forth Central Hudson's regulatory assets and
liabilities:
At December 31, 2000 1999
- --------------------------------------------------------------
REGULATORY ASSETS (DEBITS): (In Thousands)
Deferred finance charges -
Nine Mile 2 Plant ................. $ 65,036 $ 66,181
Income taxes recoverable
through future rates .............. 26,129 26,426
Deferred Newburgh Gas Site (Note 9) . 15,612 15,114
Other ............................... 48,453 29,766
-------- --------
Total Regulatory Assets ........... $155,230 $137,487
-------- --------
REGULATORY LIABILITIES (CREDITS):
Deferred finance charges -
Nine Mile 2 Plant ................. $ -- $ 4,431
Income taxes refundable ............. 23,414 15,978
Deferred Nine Mile 2 Plant costs .... 22,534 20,895
Deferred pension costs overcollection
(Note 8) ........................... 10,108 6,545
Deferred OPEB costs overcollection
(Note 8) ........................... 19,049 13,035
Customer benefits account ........... 14,418 9,158
Other ............................... 29,051 16,997
-------- --------
Total Regulatory Liabilities ...... $118,574 $ 87,039
-------- --------
Net Regulatory Assets .......... $ 36,656 $ 50,448
======== ========
Some of the significant regulatory assets and liabilities include:
DEFERRED FINANCE CHARGES - NINE MILE 2 PLANT: During the construction
of the Nine Mile 2 Plant, the PSC authorized the inclusion in rate base of
increasing amounts of Central Hudson's investment in that Plant. Central Hudson
did not accrue AFDC on any of the Nine Mile 2 Plant construction work in
progress ("CWIP") which was included in rate base and for which a cash return
was being allowed; however, the PSC ordered, effective January 1, 1983, that
amounts be accumulated in deferred debit and credit accounts equal to the amount
of AFDC which was not being accrued on the CWIP included in rate base ("Mirror
CWIP"). The balance in the deferred credit account was available to reduce
future revenue requirements by amortizing portions of the deferred credit to
other income or by the elimination through writing off other deferred balances
as directed by the PSC. When amounts of the deferred credit were applied in
order to reduce revenue requirements, amortization was started for a
corresponding amount of the deferred debit, which amortization was to continue
on a level basis over the remaining life of the Nine Mile 2 Plant and result in
recovery of the corresponding amount through rates. The net effect of this
procedure was to be that at the end of the amortization
54
period for the deferred credit, the accounting and rate-making treatment was the
same as if the Nine Mile 2 Plant CWIP had not been included in rate base during
the construction period.
As authorized by PSC Order issued and effective February 11, 1994 in an
electric rate proceeding, a $6 million deferred Mirror CWIP credit was to be
amortized annually. The Mirror CWIP credit was fully amortized in 2000, and
under provisions of the Agreement, the amortization was replaced with
amortization of other deferred credits. The current level of the deferred debit
amortization of $1.1 million is based on the level of deferred credits that have
been used through the most recent rate year. The remaining deferred debit will
be written off in 2001 as part of the sale of the Roseton and Danskammer Plants
and amortization of the deferred debit will be discontinued. Other deferred
credits will continue to be amortized until new rates are established pursuant
to the restructuring petition discussed under "Rate Proceedings - Electric and
Gas" below.
INCOME TAXES RECOVERABLE/REFUNDABLE: The adoption of SFAS 109 in 1993
increased Central Hudson's net deferred tax obligation. As it is probable that
the increase will be recovered from customers, Central Hudson established a net
regulatory asset for the recoverable future taxes. The SFAS 109 amounts related
to the sale of the Roseton and Danskammer Plants and the Nine Mile 2 Plant were
eliminated at the time of the Closing, with no impact on earnings.
DEFERRED NINE MILE 2 PLANT COSTS: The existing rate-making for the Nine
Mile 2 Plant, as directed by the PSC in its Order on Nine Mile 2 Operating and
Capital Forecast for 1996 ("Supplement No. 5"), provides for the deferral of the
difference between actual and authorized operating and maintenance expenses.
Supplement No. 5 continues in effect until changed by a subsequent rate order.
For 2000 and 1999, the Nine Mile 2 Plant incurred less actual expense than
authorized, and Central Hudson's share has been recorded as a regulatory
liability in accordance with Supplement No. 5.
CUSTOMER BENEFITS ACCOUNT:: The Agreement requires that Central Hudson
set aside $10.0 million per calendar year in a Customer Benefits Account to fund
rate reductions and retail access options. Funding sources include $3.0 million
from shareholder sources, $3.5 million from fuel cost savings generated by the
installation of Central Hudson's coal dock unloading facility at the Danskammer
Plant and $3.5 million from deferred credits related to the reconciliation of
pension and other post-employment benefit costs. The Agreement also stipulates
that unused funding accumulated to the end of the Agreement term is to be used
for offsetting strandable costs or providing other ratepayer benefits.
RATE PROCEEDINGS - ELECTRIC AND GAS
On August 1, 2000, Central Hudson filed a major rate and restructuring
request with the PSC which proposes, among other things: (a) unbundled gas and
electric delivery rates, (b) purchased power and gas cost recovery mechanisms,
(c) retail choice for all customers, (d) to increase its return on equity to
12%, (e) removal of all fossil production costs, (f) enhanced electric
reliability programs, and (g) a performance incentive and penalty system to
reflect Central Hudson's performance on meeting important customer service
objectives. New electric
55
and gas delivery prices resulting from this filing would go into effect on July
1, 2001 at the expiration of the Agreement. Also pursuant to the Agreement,
interim electric delivery rates reflecting the sale of Central Hudson's
interests in the Roseton and Danskammer Plants became effective on February 1,
2001. Central Hudson can made no prediction as to what determinations the PSC
will make with respect to this filing. The PSC is expected to act on this
request by July 1, 2001.
INDEPENDENT SYSTEM OPERATOR
Central Hudson was a member of the New York Power Pool ("NYPP"), whose
members, major investor-owned New York State electric utility companies, LILCO,
d/b/a LIPA, and the Power Authority of the State of New York ("PASNY"), by
agreement, provided for coordinated operation of their bulk power electric
systems.
As part of the ongoing discussions regarding the restructuring of the
electric industry in New York State referred to under the caption "Competitive
Opportunities Proceeding Settlement Agreement" of this Note 2, proposals were
made to terminate the NYPP and establish the following: a new market structure
that included as its key elements the establishment of an Independent System
Operator ("NYS ISO") and the New York State Reliability Council ("Reliability
Council"), collectively to replace the NYPP. On September 15, 1999, FERC gave
its final approval for the NYS ISO and the Reliability Council. In November
1999, the NYPP was terminated and the NYS ISO and Reliability Council began
operations.
The NYS ISO is open to buyers, sellers, consumers and transmission
providers; each of these groups is represented on the Board of Directors of the
NYS ISO, which is a not-for-profit New York corporation. The Reliability
Council's mission is to promote and preserve the reliability of the bulk power
system within New York State through its primary responsibility for the
promulgation of reliability rules; the NYS ISO developed the procedures
necessary to operate the system within these reliability rules. The Reliability
Council is governed by a committee comprised of transmission providers and
representatives of buyers, sellers and consumer and environmental groups.
NOTE 3 - NINE MILE 2 PLANT
GENERAL
The Nine Mile 2 Plant is located in Oswego County, New York, and is
operated by Niagara Mohawk. The Nine Mile 2 Plant is owned as tenants-in-common
by Central Hudson (9% interest), Niagara Mohawk (41% interest), NYSEG (18%
interest), LILCO, d/b/a LIPA (18% interest) and Rochester (14% interest).
Central Hudson, together with Niagara Mohawk, NYSEG and Rochester, has
contracted to sell its interest in the Nine Mile 2 Plant to Constellation. The
closing of that sale is expected to occur by mid-2001, subject to receipt of all
regulatory approvals. LILCO, d/b/a LIPA, will not participate in the sale.
In addition to the Nine Mile 2 Plant, Niagara Mohawk also contracted
with Constellation to sell the Unit No. 1 of the Nine Mile Point Nuclear Station
("Nine Mile 1 Plant"). Under the
56
contract to sell the Nine Mile 2 Plant, Constellation is not required to close
unless it simultaneously has closed on the Nine Mile 1 Plant.
Upon the sale of the Nine Mile 2 Plant, Central Hudson will receive $74
million, including $32 million to be paid at closing and another $42 million in
principal and interest payments in five annual installments. As part of a
purchase power agreement with Constellation, Central Hudson will also buy, at
negotiated competitive prices, 90 percent of the electricity currently received
from the Nine Mile 2 Plant for the next ten years. After the completion of the
purchase power agreement, a revenue sharing agreement begins which will provide
a hedge against electricity price increases and could provide additional future
revenue for Central Hudson through 2021. Both the purchase power agreement and
revenue sharing agreement are based on plant output.
The output of the Nine Mile 2 Plant, which has a rated net capability
of 1,143 MW, is shared, and the operating expenses of the Plant are allocated to
the cotenants in the same proportions as the cotenants' respective ownership
interests. Central Hudson's share of direct operating expense for the Nine Mile
2 Plant is included in the appropriate expense classifications in the
accompanying Consolidated Statement of Income.
RADIOACTIVE WASTE
Niagara Mohawk has contracted with the U.S. Department of Energy
("DOE") for disposal of high-level radioactive waste ("spent fuel") from the
Nine Mile 2 Plant. Despite a court order reaffirming the DOE's obligation to
accept spent nuclear fuel by January 31, 1998, the DOE has forecast the start of
operations of its high-level radioactive waste repository to be no earlier than
2010. Central Hudson has been advised by Niagara Mohawk that the Nine Mile 2
Plant spent fuel storage pool has a capacity for spent fuel that is adequate
until 2012. If the DOE schedule slippage should occur, facilities that extend
the on-site storage capability for spent fuel at the Nine Mile 2 Plant beyond
2012 would need to be acquired, should the sale of that Plant not occur.
NUCLEAR PLANT DECOMMISSIONING COSTS
Central Hudson's 9% share of costs to decommission the Nine Mile 2
Plant is estimated to be approximately $209.6 million ($86.2 million in 2000
dollars) and assumes that decommissioning will begin shortly after the operating
license expires in the year 2026. This estimate is based upon a site-specific
study completed in December 1995.
Central Hudson makes annual contributions of $868,000 to a qualified
external decommissioning trust fund. The total annual amount allowed in rates is
$999,000, but the maximum annual tax deduction allowed is $868,000. Currently,
the difference between the rate allowance and the amount contributed to the
external qualified fund is recorded as an internal reserve, and the funds are
held by Central Hudson.
The qualified external decommissioning trust fund at December 31, 2000
and 1999, amounted to $16.6 million and $17.4 million, respectively, including
net reinvested earnings to date of $7.3 million. The qualified external
decommissioning trust fund is reflected in the
57
Consolidated Balance Sheet in "Other Investments." The internal reserve held by
Central Hudson at December 31, 2000 and 1999, amounted to $2.0 million and $1.8
million, respectively.
As part of the sale of the Nine Mile 2 Plant, the external
decommissioning fund and the obligation of the selling owners for
decommissioning will be transferred to Constellation.
NOTE 4 - INCOME TAX
Central Hudson and its affiliates file a consolidated federal income
tax return.
In 2000, New York State law was changed so that Central Hudson and
other New York State utilities are now subject to a state income tax. The tax
law repealed the .75 percent tax on gross earnings and the excess dividends tax
under Section 186 of the New York State Tax Law and replaced it with an
income-based tax under Article 9-A of the New York State Tax Law. Central Hudson
and its affiliates will also file a consolidated state income tax return. See
Note 2 - "Regulatory Matters - Summary of Regulatory Assets and Liabilities" for
additional information regarding Central Hudson's income taxes.
COMPONENTS OF INCOME TAX
The following is a summary of the components of state and federal
income tax as reported in the Consolidated Statement of Income:
2000 1999 1998
------- ------ ------
(In Thousands)
Charged to operating expense:
Federal income tax ............................. $ 27,297 $ 22,254 $ 28,408
State income tax ............................... 5,582 -- --
Deferred federal income tax .................... 2,725 5,598 1,367
Deferred state income tax ...................... 770 -- --
-------- -------- --------
Income tax charged to
operating expense .......................... 36,374 27,852 29,775
-------- -------- --------
Charged (credited) to other income and deductions:
Federal income tax ............................. 1,142 1,670 335
State income tax ............................... 189 -- --
Deferred federal income tax .................... (731) (1,378) (1,483)
Deferred state income tax ...................... 176 -- --
-------- -------- --------
Income tax (credited)
to other income and
deductions ............................. 776 292 (1,148)
-------- -------- --------
Total income tax ............................. $ 37,150 $ 28,144 $ 28,627
======== ======== ========
58
RECONCILIATION: The following is a reconciliation between the amount of federal
income tax computed on income before taxes at the statutory rate and the amount
reported in the Consolidated Statement of Income:
2000 1999 1998
-------- -------- --------
(In Thousands)
Net income ............................ $ 49,365 $ 48,651 $ 49,314
Preferred Stock Dividend of Central
Hudson .............................. 3,230 3,230 3,230
Federal income tax .................... 28,437 23,924 28,743
State income tax ...................... 5,771 -- --
Deferred federal income tax ........... 1,994 4,220 (116)
Deferred state income tax ............. 946 -- --
-------- -------- --------
Income before taxes ................. $ 89,743 $ 80,025 $ 81,171
======== ======== ========
Computed federal tax @ 35%
statutory rate ....................... $ 31,410 $ 28,008 $ 28,396
SIT net of federal tax benefit ........ 4,958 -- --
Increase (decrease) to computed
tax due to:
Pension expense ..................... (5,822) (3,697) (4,486)
Deferred finance charges -
Nine Mile 2 Plant ................. (2,480) (1,699) (1,700)
Alternative minimum tax ............. -- -- (1,048)
Tax depreciation .................... 2,786 (550) 4,248
Customer Benefits Account ........... 2,288 1,299 1,906
Deferred gas costs .................. (2,140) 1,078 375
NYPP Assessment - NYS ISO
Transition Cost ................... 1,892 (798) (405)
Deferred Fossil Generation Separation
Cost .............................. (2,251) (507) (245)
Deferred Excess Earnings ............ 2,099 982 228
Unbilled Revenue .................... 3,803 315 (414)
OPEB Expense ........................ 1,886 1,587 1,306
Deferred Electric Fuel Costs ........ (2,011) (897) 100
Other ............................... (2,208) (1,197) 482
-------- -------- --------
Subtotal income tax ................... 34,210 23,924 28,743
Deferred income tax ................... 2,940 4,220 (116)
-------- -------- --------
Total income tax .................... $ 37,150 $ 28,144 $ 28,627
======== ======== ========
Effective tax rate .................... 41.4% 35.0% 35.2%
======== ======== ========
The effective tax rate for 2000 consists of a 36.6% effective rate for
federal income taxes and a 4.8% effective rate for state income taxes. The
effective tax rates for 1999 and 1998 are solely the effective tax rates for
federal income tax.
59
The following is a summary of the components of deferred taxes at
December 31, 2000 and 1999, as reported in the Consolidated Balance Sheet:
2000 1999
------ -------
(In Thousands)
Accumulated Deferred Income
Tax Assets:
Future tax benefits on
investment tax credit basis
difference .................. $ 12,426 $ 13,229
Unbilled revenues ............. 9,521 5,718
Other ......................... 57,838 37,844
-------- --------
Accumulated Deferred Income
Tax Assets .......................... $ 79,785 $ 56,791
-------- --------
Accumulated Deferred Income
Tax Liabilities:
Tax depreciation .............. $179,120 $179,927
Accumulated deferred investment
tax credit .................. 23,076 24,569
Future revenues - recovery of
plant basis differences ..... 11,825 8,787
Other ......................... 60,212 42,749
-------- --------
Accumulated Deferred Income
Tax Liabilities ..................... $274,233 $256,032
-------- --------
Net Accumulated Deferred Income
Tax Liability ....................... $194,448 $199,241
======== ========
NOTE 5 - SHORT-TERM BORROWING ARRANGEMENTS
Central Hudson has in effect a revolving credit agreement with four
commercial banks which allows it to borrow up to $50 million through October 23,
2001 ("Borrowing Agreement"). Compensating balances are not required under the
Borrowing Agreement. In addition, Central Hudson maintains confirmed lines of
credit totaling $1.5 million with regional banks. There were no outstanding
loans under the Borrowing Agreement or the line of credit at December 31, 2000
or 1999. In order to diversify its sources of short-term financing, Central
Hudson has entered into short-term credit facilities agreements with several
commercial banks. At December 31, 2000, Central Hudson had outstanding
short-term debt of $25 million. Authorization from the PSC limits the amount
Central Hudson may have outstanding, at any time, under all of its short-term
borrowing arrangements to $52 million in the aggregate.
60
NOTE 6 - CAPITALIZATION - CAPITAL STOCK
Common Stock, $5.00 par value; 30,000,000 shares authorized:
Common Stock Reacquired
---------------------------- Paid-In Capital
Shares Amount Capital Stock
Outstanding ($000) ($000) ($000)
----------- ------------ ------------ ------------
January 1, 1998 ................ 17,279,787 $ 87,775 $ 284,465 $ (9,398)
Repurchased under common
stock repurchase plan ........ (417,700) -- -- (17,745)
----------- ----------- ----------- -----------
December 31, 1998 .............. 16,862,087 87,775 284,465 (27,143)
Cancellation - Reacquired Stock -- (3,464) (11,227) 27,143
----------- ----------- ----------- -----------
December 31, 1999 .............. 16,862,087 84,311 273,238 --
----------- ----------- ----------- -----------
December 31, 2000 .............. 16,862,087 $ 84,311 $ 273,238 $ --
=========== =========== =========== ===========
61
CUMULATIVE PREFERRED STOCK, Central Hudson, $100 par value; 1,200,000 shares
authorized:
Shares Outstanding
Final Redemption ------------------
Redemption Price December 31,
Series Date 12/31/00 2000 1999
------ ----------- ------------ ---- ----
Not Subject to Mandatory Redemption:
4 1/2% $107.00 70,300 70,300
4.75% 106.75 20,000 20,000
4.35% 102.00 60,000 60,000
4.96% 101.00 60,000 60,000
------- -------
210,300 210,300
------- -------
Subject to Mandatory Redemption:
6.20% 10/1/08 (a)(c) 200,000 200,000
6.80% 10/1/27 (b)(c) 150,000 150,000
------- -------
350,000 350,000
------- -------
Total ........ 560,300 560,300
======= =======
(a) Cannot be redeemed prior to October 1, 2003. Subject to mandatory
annual sinking fund payment of $1.0 million commencing October 1, 2003
with final payment of $15.0 million on the final redemption date.
(b) Cannot be redeemed prior to October 1, 2003. Subject to mandatory
annual sinking fund payment of $600,000 commencing October 1, 2003
through final redemption date.
(c) Planned to be repurchased with proceeds from the sale of fossil
generation plants.
Central Hudson had no cumulative preferred stock redemptions or
issuances during 2000 and 1999.
In 2001, Central Hudson expects to redeem or repurchase a significant
percentage of its long-term debt and preferred stock and expects a reduction in
debt expense and effective rate. The amount of the reduction depends on the
outcome of Central Hudson's pending regulatory proceeding before the PSC,
described above under the caption "Rate Proceedings - Electric and Gas" in Note
2 - "Regulatory Matters" hereof.
Expenses incurred on issuance of capital stock are accumulated and
reported as a reduction in common stock equity. These expenses are not being
amortized, except that, as directed by the PSC, certain issuance and redemption
costs and unamortized expenses associated with certain issues of preferred stock
that were redeemed have been deferred and are being amortized over the remaining
lives of the issues subject to mandatory redemptions.
62
NOTE 7 - CAPITALIZATION - LONG-TERM DEBT
Details of long-term debt are as follows:
Series Maturity Date December 31,
------ ------------- ----------------------------
First Mortgage Bonds: 2000 1999
---- ----
(In Thousands)
6.10% (a)(d) April 28, 2000 $ -- $ 10,000
7.70% (a)(e) June 12, 2000 -- 25,000
7.97% (a) June 11, 2003 8,000 8,000
7.97% (a) June 13, 2003 8,000 8,000
6.46% (a) Aug. 11, 2003 10,000 10,000
6 1/4%(b) June 1, 2007 4,130 4,230
9 1/4% May 1, 2021 70,000 70,000
8.12% (a) Aug. 29, 2022 10,000 10,000
8.14% (a) Aug. 29, 2022 10,000 10,000
--------- ---------
120,130 155,230
Promissory Notes:
1998 Series A (4.20%)(c) Dec. 1, 2028 16,700 16,700
5.93% (a) Sept. 10, 2001 15,000 15,000
7.85% (a) July 2, 2004 15,000 15,000
1999 Series C (7.32%)(a) June 13, 2001 40,000 --
1999 Series C (7.05%)(a) June 30, 2001 7,500 --
1999 Series C (6%)(a) Jan. 15, 2009 20,000 20,000
1999 Series A (5.45%)(c) Aug. 1, 2027 33,400 33,400
1999 Series B (Var. rate)(c) July 1, 2034 33,700 33,700
1999 Series C (Var. rate)(c) Aug. 1, 2028 41,150 41,150
1999 Series D (Var. rate)(c) Aug. 1, 2028 41,000 41,000
--------- ---------
263,450 215,950
Unamortized Discount on Debt (601) (629)
--------- ---------
Total long-term debt $ 382,979 $ 370,551
--------- ---------
Less Current Portion (62,610) (35,100)
--------- ---------
$ 320,369 $ 335,451
========= =========
(a) Issued under Central Hudson's Medium-Term Note Program.
(b) First Mortgage Bonds issued in connection with the sale by the New
York State Energy Research and Development Authority ("NYSERDA") of
tax-exempt pollution control revenue bonds.
(c) Promissory Notes issued in connection with the sale by NYSERDA of
tax-exempt pollution control revenue bonds.
(d) Redeemed April 28, 2000.
(e) Redeemed June 12, 2000.
63
LONG-TERM DEBT MATURITIES
The aggregate principal amounts of Central Hudson long-term debt
maturing for the next five years, including sinking fund requirements, and
thereafter are as follows: $62.6 million in 2001, $.1 million in 2002, $26.1
million in 2003, $15.1 million in 2004 and $279.7 million thereafter.
MEDIUM-TERM NOTES
On January 15, 1999, Central Hudson issued and sold a $20 million
tranche of its unsecured Medium-Term Notes, Series C, under its Medium-Term Note
program. The notes bear a fixed annual interest rate of 6.00%, mature on January
15, 2009, and are not redeemable at the option of Central Hudson prior to
maturity. The net proceeds to Central Hudson from the sale of these notes were
$19.875 million or 99.875% (before deducting expenses). The proceeds were
applied to the payment at maturity on January 15, 1999, of a $20 million tranche
of Central Hudson's unsecured Medium- Term Notes, Series A, that bore interest
at a fixed annual interest rate of 5.38%.
On January 31, 2000, Central Hudson issued and sold a $7.5 million
tranche of its unsecured Medium-Term Notes, Series C, under its Medium-Term Note
program. The notes bear a fixed annual interest rate of 7.05%, mature June 30,
2001, and are not redeemable prior to maturity. The net proceeds to Central
Hudson from the sale of the notes were $7.489 million or 99.85% (before
deducting expenses). The proceeds were applied to the payment of working capital
requirements of Central Hudson.
On June 13, 2000, Central Hudson issued and sold a $40 million tranche
of its unsecured Medium-Term Notes, Series C, under its Medium-Term Note
program. The notes bear a fixed annual interest rate of 7.32%, mature on June
13, 2001, and are not redeemable prior to maturity. The net proceeds to Central
Hudson from the sale of the notes were $39.94 million or 99.85% (before
deducting expenses). The proceeds were applied to redeem maturing debt.
Use of Proceeds from Sale of Generating Plants
On January 30, 2001, Central Hudson sold its Danskammer Plant and its
interest in the Roseton Plant to Dynegy and received cash proceeds of
approximately $713 million, subject to possible post-Closing adjustments. The
following disposition of the approximately $713 million cash proceeds by Central
Hudson is anticipated:
$ Million
---------
Payment of transaction related costs 35
Payment of state and federal income taxes 247
Redemption and repurchase of long-term debt of Central Hudson 188
Repurchase of preferred stock of Central Hudson 36
Payment of dividend to Energy Group (this amount has been paid) 207
----
Total $713
64
The amounts shown above are estimated. In particular, the amounts shown
as redemption and repurchase of long-term debt and preferred stock depend on the
outcome of Central Hudson's pending rate and restructuring proceeding before the
PSC, described in the caption "Rate Proceedings - Electric and Gas" in Note 2 -
"Regulatory Matters" hereof. As a result, the amounts ultimately agreed to by
settlement among the parties to that proceeding and/or approved by the PSC could
differ from the amounts shown.
Pending disposition for the purposes shown above, cash balances will be
invested in highly-liquid, high-quality marketable securities.
NYSERDA
On August 3, 1999, Central Hudson refinanced its 7 3/8% Series
Pollution Control Bonds issued on its behalf in 1984 in the aggregate principal
amount of $33.4 million by NYSERDA by refunding the bonds with the proceeds of
the issuance and sale on that date of $33.4 million aggregate principal amount
of a new series of NYSERDA bonds (the "1999 NYSERDA Bonds, Series A"). The 1999
NYSERDA Bonds, Series A, carry an effective interest rate of 5.47%, are
unsecured and are insured as to payment of principal and interest as they become
due by a municipal bond insurance policy issued by AMBAC Assurance Corporation.
As a part of the refinancing, the maturity of these bonds was extended from
October 1, 2014 to August 1, 2027.
On August 3, 1999, Central Hudson refinanced its 1985 Series A and B
and its 1987 Series A and B NYSERDA Bonds, $115.85 million aggregate principal
amount, all of which series were subject to weekly repricing, with three new
series of NYSERDA Bonds: 1999 Series B, $33.7 million principal amount, 1999
Series C, $41.15 million principal amount and 1999 Series D, $41.0 million
principal amount (the "1999 NYSERDA Bonds, Series B, C, D"). The 1999 NYSERDA
Bonds, Series B, C, D are in multi-modal form, which allows Central Hudson to
convert these series to various variable rate modes as well as to fix the rate
of interest for periods of time up to the remaining life of the bonds. The 1999
NYSERDA Bonds, Series B, C, D were initially issued in Dutch Auction mode, under
which the rate of interest is determined every 35 days by an auction process.
The 1999 NYSERDA Bonds, Series B, C, D are unsecured and insured as to payment
of principal and interest as they become due by a municipal bond insurance
policy issued by AMBAC Assurance Corporation. As part of the refinancing, the
maturities of the refinanced series were extended to August 1, 2028, except that
the maturity date of the 1987 Series B, which is subject to alternative minimum
tax, was extended to July 1, 2034. In its rate orders, the PSC has authorized
deferred accounting for the interest costs on Central Hudson's variable rate
NYSERDA Bonds. The authorization provides for full recovery of the actual
interest costs supporting utility operations.
The percent of interest costs supporting utility operations represents
approximately 95% of the total costs. The deferred balances under this
accounting were $8.2 million and $5.9 million at December 31, 2000 and 1999,
respectively, and were included in "Regulatory Assets" in Central Hudson's
Consolidated Balance Sheet. These deferred balances are to be addressed in
future rate cases.
65
DEBT EXPENSE
Expenses incurred on debt issues and any discount or premium on debt
are deferred and amortized over the lives of the related issues. Expenses
incurred on debt redemptions prior to maturity have been deferred and are
generally being amortized over the shorter of the remaining lives of the related
extinguished issues or the new issues as directed by the PSC.
DEBT COVENANTS
Certain debt agreements require the maintenance by Central Hudson of
certain financial ratios and contain other restrictive covenants.
MORTGAGE INDENTURE COVENANT
Article XXI of Central Hudson's Indenture of Mortgage, pursuant to
which Central Hudson's First Mortgage Bonds are outstanding (the "Mortgage"),
requires generally that, to the extent that the cost of property additions (as
defined in the Mortgage) acquired by Central Hudson during a calendar year is
less than the allowance for depreciation on property subject to the Mortgage
(calculated pursuant to the Mortgage) for that calendar year, Central Hudson
must deposit cash with the Mortgage Trustee in the amount of the deficiency,
less certain credits available to Central Hudson under the Mortgage (the
"Article XXI Deficiency").
Any cash deposited with the Mortgage Trustee as a result of an Article
XXI Deficiency may be withdrawn by Central Hudson in an amount equal to the cost
of property additions acquired by Central Hudson subsequent to that calendar
year, or may be applied by the Mortgage Trustee, at the request of Central
Hudson, to redeem or purchase outstanding mortgage bonds in accordance with the
provisions of the Mortgage. If any cash left on deposit with the Mortgage
Trustee for 12 consecutive months or more is in excess of $350,000, the amount
of the cash in excess of $250,000 must be applied by the Mortgage Trustee to
redeem or purchase mortgage bonds, subject to certain exceptions set forth in
the Mortgage. Article XXI of the Mortgage will remain in effect as long as any
of Central Hudson's mortgage bonds of any series created prior to 1994 are
outstanding under the Mortgage.
For calendar year 1999, Central Hudson experienced an Article XXI
Deficiency in the approximate amount of $7.6 million, in satisfaction of which
it deposited with the Mortgage Trustee cash in that amount. The cash deposited
was applied by the Mortgage Trustee, at the request of Central Hudson, to the
redemption, on April 28, 2000, of its 6.10% Series Mortgage Bonds.
For calendar year 2000, Central Hudson experienced an Article XXI
Deficiency in an amount that is not material, in satisfaction of which it
deposited with the Mortgage Trustee cash for the purpose of satisfying the
deficiency.
66
NOTE 8 - POST-EMPLOYMENT BENEFITS
PENSION BENEFITS
Central Hudson has a non-contributory retirement income plan
("Retirement Plan") covering substantially all of its employees and certain
employees of Central Hudson Enterprises Corporation and CH Resources, Inc. The
Retirement Plan provides pension benefits that are based on the employee's
compensation and years of service. It has been Central Hudson's practice to
provide periodic updates to the benefit formula stated in the Retirement Plan.
Central Hudson's funding policy is to make annual contributions equal
to the amount of net periodic pension cost, but not in excess of the maximum
allowable tax-deductible contribution under the federal income tax law nor less
than the minimum requirement under the Employee Retirement Income Security Act
of 1974.
The accounting for pension benefits reflects adoption of PSC-prescribed
provisions which, among other things, requires ten-year amortization of
actuarial gains and losses and deferral of differences between actual pension
expense and rate allowances.
The pension asset and liability transferred to Dynegy as a result of
the sale of the Danskammer and Roseton Plants will be reflected in the amount
recorded in 2001 for net periodic pension cost. As authorized by the PSC, any
difference between the amount collected in rates and the actual amount recorded
as net periodic pension cost will be deferred as either a regulatory asset or
liability, as appropriate.
In addition to the Retirement Plan, Central Hudson's officers and
executives are covered under Energy Group's Directors and Executives Deferred
Compensation Plan and Supplementary Retirement Plan, effective January 1, 2000.
Central Hudson also sponsors a nonqualified Retirement Benefit Restoration Plan.
OTHER POST-RETIREMENT BENEFITS
Central Hudson provides certain health care and life insurance benefits
for retired employees through its post-retirement benefit plan ("Benefit Plan"),
including certain retirees of certain affiliates. Substantially all of Central
Hudson's employees may become eligible for these benefits if they reach
retirement age while working for Central Hudson. These and similar benefits for
active employees are provided through insurance companies whose premiums are
based on the benefits paid during the year. In order to reduce the total costs
of these benefits, Central Hudson requires employees who retired on or after
October 1, 1994 to contribute toward the cost of these benefits.
Central Hudson is fully recovering its net periodic post-retirement
costs in accordance with PSC guidelines. Under these guidelines, the difference
between the amounts of post-retirement benefits recoverable in rates and the
amounts of post-retirement benefits determined by the actuary under SFAS 106,
"Employers Accounting for Post-retirement Benefits Other Than Pensions," is
deferred as either a regulatory asset or liability, as appropriate.
67
Reconciliations of Pension and OPEB Plans' benefit obligation, plan
assets and funded status, as well as the components of net periodic pension cost
and the weighted average assumptions (excluding Central Hudson Energy Services,
Inc. employees not covered by these plans) are as follows:
Pension Benefits Other Benefits
--------------------------- ------------------------
2000 1999 2000 1999
-------------------------- ------------------------
In Thousands In Thousands
Change in Benefit Obligation:
Benefit obligation at beginning of year $ 253,127 $ 270,504 $ 79,997 $ 93,471
Service cost 5,168 6,417 1,826 2,525
Interest cost 19,404 17,546 5,753 5,832
Participant contributions -- -- 202 206
Plan amendments 325 10,633 (503) --
Benefits paid (16,008) (13,344) (2,040) (3,396)
Actuarial (gain) or loss 2,142 (38,629) (5,103) (18,641)
--------- --------- -------- --------
Benefit Obligation at End of Year $ 264,158 $ 253,127 $ 80,132 $ 79,997
--------- --------- -------- --------
Change in Plan Assets:
Fair value of plan assets at beginning of year $ 341,373 $ 309,037 $ 64,008 $ 57,180
Actual return on plan assets 34,543 46,487 2,277 5,166
Employer contributions 230 188 3,503 4,448
Participant contributions -- -- 202 206
Benefits paid (16,008) (13,344) (2,040) (2,733)
Administrative Expenses (1,673) (995) (314) (259)
--------- --------- -------- --------
Fair Value of Plan Assets at end of Year $ 358,465 $ 341,373 $ 67,636 $ 64,008
--------- --------- -------- --------
68
Pension Benefits Other Benefits
--------------------------- ------------------------
2000 1999 2000 1999
-------------------------- ------------------------
In Thousands In Thousands
Reconciliation of Funded Status:
Funded Status $ 94,307 $ 88,246 $(12,496) $(15,989)
Unrecognized actuarial (gain) (61,062) (73,051) (27,343) (28,862)
Unrecognized transition (asset) or obligation (794) (1,430) 36,886 40,465
Unamortized prior service cost 27,571 29,309 (109) (119)
--------- --------- -------- --------
Accrued Benefit Cost $ 60,022 $ 43,074 $ (3,062) $ (4,505)
--------- --------- -------- --------
Components of Net Periodic Benefit Cost:
Service cost $ 5,168 $ 6,417 $ 1,826 $ 2,525
Interest cost 19,404 17,546 5,753 5,832
Expected return on plan assets (30,988) (24,314) (4,219) (3,756)
Amortization of prior service cost 2,062 1,503 (10) (10)
Amortization of transitional (asset) or obligation (635) (635) 3,075 3,114
Recognized actuarial (gain) or loss (11,729) (5,742) (3,911) (1,686)
--------- --------- -------- --------
Net Periodic Benefit Cost $ (16,718) $ (5,225) $ 2,514 $ 6,019
--------- --------- -------- --------
Weighted-average assumptions of December 31:
Discount rate 7.75% 7.75% 7.75% 7.75%
Expected long-term rate of return on plan assets 9.75% 9.75% 6.80% 6.80%
Rate of compensation increase 4.00% 4.00% 4.00% 4.00%
--------- --------- -------- --------
69
For measurement purposes, a 9.0% (9.4% for participants over age 65)
annual rate of increase in the per capita cost of covered health benefits is
assumed for 2000. The rate is assumed to decrease gradually to 5.5% for 2008 and
remain at that level thereafter.
Assumed health care cost trend rates have a significant effect on the
amounts reported for the health care plan. A one-percentage-point change in
assumed health care cost trend rates would have the following effects:
One-Percentage- One-Percentage-
Point Decrease Point Increase
-------------- --------------
Effect on total of service
and interest cost components
for 2000 $ 1,108,000 $ (963,000)
Effect on year-end 2000
postretirement benefit obligation $10,497,000 $ (9,281,000)
NOTE 9 - COMMITMENTS AND CONTINGENCIES
NUCLEAR LIABILITY INSURANCE
The Price-Anderson Act is a federal law which limits the public
liability which can be imposed with respect to a nuclear incident at a licensed
nuclear electric generating facility. The Act also provides for assessment of
owners of all licensed nuclear units in the United States for losses in excess
of certain limits in the event of a nuclear incident at any such licensed unit.
Under the provisions of the Price-Anderson Act, Central Hudson's potential
assessment (based on its 9% ownership interest in the Nine Mile 2 Plant and
assuming that the other Nine Mile 2 Plant cotenants were to contribute their
proportionate shares of the potential assessments) would be $7.6 million
(subject to adjustment for inflation), and Central Hudson could be assessed
$380,000 (subject to adjustment for inflation) as an additional surcharge, but
would be limited to a maximum assessment of $900,000 in any year with respect to
any nuclear incident. The public liability insurance coverage of $200 million
required under the Price-Anderson Act for the Nine Mile 2 Plant is provided
through Niagara Mohawk.
Central Hudson also carries insurance to cover the additional costs of
replacement power (under a Business Interruption and/or Extra Expense Insurance
Policy) incurred by Central Hudson in the event of a prolonged accidental outage
of the Nine Mile 2 Plant. This insurance arrangement provides for payments of up
to $343,000 per week if the Nine Mile 2 Plant experiences a continuous
accidental outage which extends beyond 12 weeks. These payments will continue
for 52 weeks after expiration of the 12-week deductible period, and thereafter
the insurer shall pay 80% of the weekly indemnity for a second and third 52-week
period. Subject to certain limitations, Central Hudson may request prepayment,
in a lump sum amount, of the insurance payments which would otherwise be paid to
it for the third 52-week period, calculated on a net present value basis.
70
Central Hudson is insured for its respective interest in the Nine Mile
2 Plant under property damage insurance provided through Niagara Mohawk. The
insurance coverage provides $500 million of primary property damage coverage for
both Units of the Nine Mile Point Nuclear Station and $2.25 billion of excess
property damage coverage solely for the Nine Mile 2 Plant. The insurance covers
decontamination costs, debris removal and repair and/or replacement of property.
Central Hudson intends to maintain, or cause to be maintained,
insurance against these risks at the Nine Mile 2 Plant, provided this coverage
can be obtained at an acceptable cost until the proposed sale of the Plant is
finalized.
PURCHASED POWER COMMITMENTS
Under federal and New York State laws and regulations, Central Hudson
is required to purchase the electrical output of unregulated cogeneration
facilities ("IPPs") which meet certain criteria for Qualifying Facilities, as
this term is defined in the appropriate legislation. Purchases are made under
long-term contracts which require payment at rates higher than what can be
purchased on the wholesale market. These costs are currently fully recoverable
through Central Hudson's electric fuel adjustment clause, with one exception,
for which the impaired portion of the contract has been recognized as a
reduction to income in 1998. Central Hudson has contracts with IPPs which
represent 6% of Central Hudson's energy purchases in 2000.
ENVIRONMENTAL MATTERS
Central Hudson is subject to regulation by federal, state and, to some
extent, local authorities with respect to the environmental effects of their
operations, including regulations relating to air and water quality, aesthetics,
levels of noise, hazardous wastes, toxic substances, protection of vegetation
and wildlife and limitations on land use. Environmental matters may expose
Central Hudson to potential liability which, in certain instances, may be
imposed without regard to fault or historical activities which were lawful at
the time they occurred. Central Hudson continually monitors its activities in
order to determine the impact on the environment and to ensure compliance with
various environmental requirements.
In connection with this regulation, certain permits required for
Central Hudson's operation of the Roseton and Danskammer Plants were assigned to
Dynegy upon the Closing.
WATER: In 1992 Central Hudson filed renewal applications for the State
Pollution Discharge Elimination System ("SPDES") permits for the Roseton and
Danskammer Plants. These permits are required to operate those Plants' cooling
water systems and wastewater treatment systems. Central Hudson was a party to a
proceeding with other New York utilities before the New York State Department of
Environmental Conservation ("NYSDEC") related to the processing of the SPDES
permit renewal application for the Roseton Plant. Meetings between the parties
were continued in 2000. The NYSDEC intends to take up the SPDES permit renewal
for the Danskammer
71
Plant after the Roseton Plant renewal is addressed. The SPDES permits for the
Roseton and Danskammer Plants that are subject to the permit renewal proceeding
were transferred to the plants' new owner, Dynegy, upon the Closing.
A citizen suit brought in 1999 by Riverkeeper, Inc., in the United
States District Court for the Southern District of New York, against Central
Hudson under ss.11 of the Endangered Species Act, 16 U.S.C. ss.1540, seeking
injunctive relief from Central Hudson's alleged unpermitted takings of the
endangered shortnose sturgeon through the Roseton and Danskammer Plants was
dismissed by the Court on January 23, 2001, as a result of the issuance of a
permit, on November 29, 2000, by the United States Marine Fisheries Service
which allows these takings.
AIR: The Clean Air Act Amendments of 1990 ("CAA Amendments") added
several new programs which address attainment and maintenance of national
ambient air quality standards. These include control of particulate emissions
from fossil-fueled electric generating plants and emissions that affect "acid
rain" and ozone.
Emissions of nitrogen oxides ("NOx") from fossil generating plants are
subject to additional controls, effective May 31, 1995 and May 1, 1999, under
Title I of the CAA Amendments. Central Hudson installed appropriate controls in
compliance with the May 31, 1995 requirements and the 1999 requirements were
addressed by fuels and operation management. Backend controls were not required.
The NYSDEC also promulgated regulations requiring a third round of NOx
reductions to go into effect in 2003.
Emissions of sulfur dioxide ("SO2") from fossil generating plants were
also subject to reductions imposed by the CAA Amendments. These reductions were
imposed in two phases, Phase 1, beginning January 1, 1995 and Phase 2, beginning
January 1, 2000. Central Hudson's fossil generating plants were subject to the
Phase 2 reductions. Central Hudson achieved the Phase 2 reductions for SO2 by
fuels and operations management.
In July 1997, the Environmental Protection Agency ("EPA") promulgated
proposed revisions to the National Ambient Air Quality Standards for ozone and
particulates. These regulations have been stayed by the courts, and further
action by the EPA is pending.
In October 1999, New York State Governor Pataki indicated he would
cause a rulemaking proceeding to be initiated intended to lead to regulations
requiring electric generation plants in New York State to reduce SO2 and NOx
emissions beyond the reductions mandated by federal law. Until the issuance and
analysis of any new regulations Central Hudson can make no prediction of the
effect of these regulations, or whether or not capital improvements will be
required.
In October 1999, the New York State Attorney General indicated he is
investigating eight older coal-fired New York State power plants for possible
violations of federal and state air emission rules. Central Hudson was notified
by the Attorney General's office that the investigation indicates Central
Hudson, "may have constructed, and continues to operate, major modifications to
its Danskammer [Plant...] without obtaining [certain] requisite preconstruction
72
permits." Further information covering the period of 1990 to the present
regarding the Danskammer Plant was requested. The NYSDEC, by subpoena dated
January 13, 2000, has requested substantially the same information from Central
Hudson covering the period of 1987 to the present. In March 2000, Central Hudson
was informed by the NYSDEC and EPA that the EPA had assumed responsibility for
the investigation. During 2000, Central Hudson subsequently received additional
requests from the EPA under Section 114 of the Clean Air Act for substantially
the same information requested by the NYSDEC covering the period of 1980 to 2000
and seeking specific information related to approximately 40 projects conducted
at the Danskammer Plant during the period of 1985 to 2000. In January 2001,
Central Hudson received an additional request from the EPA for information
related to three projects conducted at the Danskammer Plant between 1980 and
1986. Central Hudson is currently in the process of producing documents in
connection with these requests, is reviewing this matter in depth, and believes
any required permits were obtained.
As a result of the Closing of the sale of the Roseton and Danskammer
Plants to Dynegy, only Central Hudson's South Cairo and Coxsackie combustion
turbines remain subject to the Clean Air Act requirements. These facilities are
believed to fully comply with the Clean Air Act.
FORMER MANUFACTURED GAS PLANT FACILITIES
The NYSDEC, in 1986, added to the New York State Registry of Inactive
Hazardous Waste Disposal Sites ("Registry") six locations, including the site in
Newburgh, New York, discussed below, at which gas manufacturing plants owned or
operated by Central Hudson or its predecessors were once located. Two additional
former gas manufacturing plants, were identified by Central Hudson but not
placed on the Registry. Three of the eight sites identified are in Poughkeepsie,
New York, (at Laurel Street, North Water Street and North Perry Street); the
remaining five sites are in Newburgh, Beacon, Saugerties, Kingston and Catskill,
New York. Central Hudson studied all eight sites to determine whether or not
they contain any hazardous wastes which could pose a threat to the environment
or public health and, if wastes were located at the sites, to determine whether
or not remedial actions should be considered. The NYSDEC subsequently removed
the six sites it had previously placed on the Registry, subject to future
revisions of its testing methods.
CITY OF NEWBURGH: In October 1995, Central Hudson and the NYSDEC
entered into an Order on Consent regarding the development and implementation of
an investigation and remediation program for Central Hudson's former coal
gasification plant in Newburgh, New York ("Central Hudson Site"), the City of
Newburgh's ("City") adjacent and nearby property and the adjoining areas of the
Hudson River. Initial remediation investigations were completed in September
1997. In the majority of the study area, contaminants were found deep within the
ground and are not a threat to the public. Contaminated ground water is
associated with the contaminated soil but the site is not used as a drinking
water supply. Impacted sediments were also present within the Hudson River
adjacent to the City's property which is the location of the City's sewage
treatment plant ("STP").
In May 1995, the City filed suit against Central Hudson in the United
States District Court
73
for the Southern District of New York. The City alleged that Central Hudson
released certain allegedly hazardous substances without a permit from the
Central Hudson Site into the ground and into adjacent and nearby property of the
City, in violation of the federal Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA"), the federal Resources Conservation
and Recovery Act ("RCRA") and the federal Emergency Planning and Community Right
to Know Act ("EPCRA"). The City also alleged a number of nuisance, trespass,
damage and indemnification claims pursuant to New York State law.
The City sought injunctive relief against the alleged disposal, storage
or release of hazardous substances at the Central Hudson Site, remediation and
abatement of the conditions alleged to lead to endangerment of the City's
property, payment of restitution of clean-up costs and monetary damages of at
least $70 million, assessment of certain civil penalties under RCRA, CERCLA and
EPCRA, and recovery of the City's costs and attorneys' fees in the action.
Among the City's allegations was that the presence of contamination was
preventing it from making required improvements to its STP on the site. In
partial settlement of the City's claims against Central Hudson, the City and
Central Hudson entered into an agreement in July 1998 whereby the City would
construct a clarifier at the STP and deal appropriately with any contaminants
that were encountered during the construction, and Central Hudson would fund
these construction and related activities. Construction of the clarifier was
completed in July 1999 at a cost of approximately $2.9 million.
The trial on this matter began in November 1998, and in December 1998,
the jury made its determination that the proper cost of environmental
remediation on the City's property is $20 million and that Central Hudson's
share is 80% (or $16 million). In addition, the jury awarded the City $435,000
in damages for increased costs of future operations of the City's STP due to the
existence of contaminants.
Subsequent to the December 1998 jury award, Central Hudson and the City
entered into a court-approved Settlement Agreement, dated May 4, 1999. Under the
Settlement Agreement (i) the lawsuit was disposed of and the City's claims were
dismissed with prejudice, (ii) the City waived its right to have the $16 million
awarded by the jury for the cost of the environmental remediation on the City's
property and Central Hudson agreed to remediate the City's property at Central
Hudson's cost pursuant to the NYSDEC's October 1995 Order on Consent, (iii)
Central Hudson paid the City $2.5 million, (iv) if the total cost of the
remediation is less than $16 million, Central Hudson agreed to pay the City an
additional amount up to $500,000 depending on the extent to which the cost of
remediation is less than $16 million, and (v) Central Hudson agreed to indemnify
and hold the City harmless against claims or lawsuits by any third party against
the City alleging injury, damages or violation of law caused by or arising from
the alleged contamination having migrated from Central Hudson's to the City's
property.
The results of further studies of the site by Central Hudson were
provided to the NYSDEC, which determined that the contaminants found in the
investigation may pose a significant threat to human health or the environment.
As a result, Central Hudson developed a draft Feasibility Study Report
("Report") which was filed with the NYSDEC and given to the City
74
in December 1999. The Report summarizes the nature and location of the
contamination at and around the City's property, evaluates the potential
ecological and human health risks associated with that contamination and
discusses clean-up alternatives. The Report recommends (1) limited soil removal
from the southern portion of the City's property where there is elevated
contamination and (2) capping of contaminated sediments in the Hudson River. The
estimated costs for the proposed remediation activities are $3 million for the
soil removal and $2.5 million for the capping of sediment in the Hudson River.
As requested by the NYSDEC and the New York State Department of Health ("DOH"),
additional sampling has been conducted by Central Hudson and the results are
expected to be provided to the NYSDEC, DOH and the City during the first quarter
of 2001. Subject to anticipated additional negotiations among Central Hudson,
the City and the NYSDEC, it is expected that the NYSDEC will issue a Proposed
Remedial Action Plan for public review and comment in the second quarter of
2001. Following the public review, the NYSDEC will issue a Record of Decision
which will specify a remediation plan for Central Hudson's implementation. This
remediation plan is not expected to be issued until late 2001.
By letter dated June 3, 1997, Central Hudson received authorization
from the PSC to defer costs expected to be recoverable in future rates related
to this matter, including legal defense costs but excluding Central Hudson's
labor, related to environmental site investigation and remediation actions. The
cumulative deferred costs through 2000 amount to $15.6 million and are included
in "Deferred Charges - Regulatory Assets" in Central Hudson's Consolidated
Balance Sheet.
As of December 31, 2000, Central Hudson recorded liabilities of $6.5
million regarding this matter which are included in "Deferred Credits and Other
Liabilities - Other" in Central Hudson's Consolidated Balance Sheet.
Central Hudson can make no prediction as to the full financial effect
this matter will have on it, including the extent, if any, of insurance
reimbursement and including implementation of environmental clean-up under the
Order on Consent. However, Central Hudson has put its insurers on notice of this
matter and intends to seek reimbursement from its insurers for the cost of any
liability. Two of the insurers have denied coverage.
OTHER FORMER MANUFACTURED GAS PLANT SITES: In February 1999 the NYSDEC
informed Central Hudson of its intention to perform site assessments at three of
the other previously identified manufactured gas plant sites, namely, the
Poughkeepsie Laurel Street and North Water Street sites and the Beacon site.
Central Hudson conducted site assessments for each site under agreements
negotiated with the NYSDEC to determine if there are any significant quantities
of residues from the manufactured gas operations on the sites. Draft reports on
the site assessments have been submitted to the NYSDEC for review. If the NYSDEC
determines that significant quantities of residues are present or that the
residues pose a threat to public health or the environment given the current
uses of the sites, the NYSDEC may require additional investigations and/or
remediation by Central Hudson at the respective sites.
In October 2000, Central Hudson was notified by the NYSDEC that it had
determined that the Poughkeepsie North Perry Street site and the Catskill site
posed little or no significant
75
threat to the public and that no additional investigation or action was
necessary. The NYSDEC also notified Central Hudson that additional information
is necessary for the previously identified sites in Kingston and Saugerties.
Central Hudson intends to pursue agreements with the NYSDEC under which
additional information on these two sites will be provided.
If remedial actions are ultimately required at any of the five sites
(Poughkeepsie Laurel Street and North Water Street, Beacon, Kingston and
Saugerties) for which additional information has been requested by the NYSDEC,
there could be a material adverse effect (the extent of which cannot be
reasonably estimated) on the financial condition of Central Hudson if it is
unable to recover all, or a substantial portion of these costs, through
insurance and rates. Central Hudson has put its insurers on notice regarding
this matter and intends to seek reimbursement from its carriers for amounts for
which it may become liable.
In 2000, Central Hudson withdrew a request for permission from the PSC
filed in 1999 to defer the incremental costs of the investigations and potential
remediation of these sites, as the costs were not material. However, this
request may be resubmitted if the estimates for these costs increase.
LITTLE BRITAIN ROAD: In August 1992, the NYSDEC notified Central Hudson
that it suspected Central Hudson's offices at Little Britain Road in New
Windsor, New York may constitute an inactive hazardous waste disposal site. As a
result of the NYSDEC's review of a site assessment report prepared by Central
Hudson's consultant and submitted to the NYSDEC in 1996, Central Hudson agreed
to perform testing of the site, which testing detected a limited amount of soil
and groundwater contamination beneath the site. Operations conducted on the site
by Central Hudson since it purchased the property in 1978 are not believed to
have contributed to either the soil or the groundwater contamination. In
November 2000, Central Hudson and the NYSDEC entered into a Consent Order in
which Central Hudson agreed to conduct a voluntary clean-up of the site on terms
negotiated between the parties. Central Hudson believes that the cost of the
site assessment and remediation will not be material.
ORANGE COUNTY LANDFILL: In June 2000, the NYSDEC sent a letter to
Central Hudson requesting that it provide information about disposal of wastes
at the Orange County Landfill ("Site") located in the Township of Goshen, New
York, which is listed on the New York State Inactive Hazardous Waste Disposal
Site Registry.
The NYSDEC states that its records indicate Central Hudson or a
predecessor entity did dispose, or may have disposed of, wastes at the Site or
that Central Hudson transported wastes to the Site for disposal.
Documents submitted by Central Hudson in response to the request of the
NYSDEC indicate that at least three shipments of wastes may have been disposed
of by Central Hudson at the Site; one of construction waste, one of office and
commercial waste and one of asbestos waste.
Central Hudson cannot predict the outcome of this investigation at this
time.
76
ASBESTOS LITIGATION
Since 1987, Central Hudson, along with many other parties, has been
joined as a defendant or third-party defendant in 2,454 asbestos lawsuits
commenced in New York State and federal courts. The plaintiffs in these lawsuits
have each sought millions of dollars in compensatory and punitive damages from
all defendants. The cases were brought by or on behalf of individuals who have
allegedly suffered injury from exposure to asbestos, including exposure which
allegedly occurred at the Roseton and Danskammer Plants.
As of March 14, 2001, of the 2,548 cases brought against Central
Hudson, 997 remain pending. Of the 1,551 cases no longer pending against Central
Hudson, 1,414 have been dismissed or discontinued, and Central Hudson has
settled 137 cases. Central Hudson is presently unable to assess the validity of
the remaining asbestos lawsuits; accordingly, it cannot determine the ultimate
liability relating to these cases. Based on information known to Central Hudson
at this time, including Central Hudson's experience in settling asbestos cases
and in obtaining dismissals of asbestos cases, Central Hudson believes that
costs which may be incurred in connection with the remaining lawsuits will not
have a material adverse effect on its financial position or results of
operations.
OTHER CENTRAL HUDSON MATTERS
On February 12, 1994, two separate fires and explosions destroyed a
residence and nearby commercial facility in the Village of Wappingers Falls, New
York. Lawsuits commenced against Central Hudson arising out of the incident
include one alleging property damage and seeking recovery of $250,000 in
compensatory damages and one alleging personal injuries and property damage and
seeking an unspecified amount of damages. Both of these lawsuits have been
consolidated and a trial date has been set for October 30, 2001.
Central Hudson is investigating the Wappingers Falls claims and
presently has insufficient information on which to predict their outcome.
Central Hudson believes that Central Hudson has adequate insurance to cover any
compensatory damages that might be awarded.
Central Hudson is involved in various other legal and administrative
proceedings incidental to its business which are in various stages. While these
matters collectively involve substantial amounts, it is the opinion of
Management that their ultimate resolution will not have a material adverse
effect on Central Hudson's financial position or results of operations.
NOTE 10 - SEGMENTS AND RELATED INFORMATION
Central Hudson's reportable operating segments are its regulated
electric and gas operations. Each of the segments currently operate in New York
State.
For 1999, "Other" includes the activity of Energy Group prior to the
Holding Company Restructuring on December 15, 1999.
77
Starting with 2000, "Other" represents only the activity of Phoenix,
Central Hudson's wholly-owned subsidiary.
Certain additional information regarding these segments is set forth in
the following table. General corporate expenses, property common to both
electric and gas segments and depreciation of the common property have been
allocated to those segments in accordance with practice established for
regulatory purposes.
78
Central Hudson Gas & Electric Corporation
Segment Disclosure - FAS 131
Year Ended December 31,
2000
---------------------------------------------------------------------------------------
(In Thousands) Electric Gas Other Total
- ----------------------------------------------------------------------------------------------------------------------------------
Revenues from external
customers $ 531,732 $105,353 $ -- $ 637,085
Intersegment revenues 88 1,686 -- 1,774
----------- --------- ------ ----------
Total revenues 531,820 107,039 0 638,859
----------- --------- ------ ----------
Depreciation and amortization 42,973 4,941 -- 47,914
Interest expense 27,201 4,426 -- 31,627
Interest income 425 56 -- 481
Income tax (credit) expense 31,600 5,550 -- 37,150
Income Avail. for Common Stk 43,109 6,255 1 49,365
Segment assets 1,135,485 196,854 89 1,332,298
Construction Expenditures 50,446 8,210 -- 58,656
- ----------------------------------------------------------------------------------------------------------------------------------
1999
---------------------------------------------------------------------------------------
(In Thousands) Electric Gas Other Total
- ----------------------------------------------------------------------------------------------------------------------------------
Revenues from external
customers $ 427,729 $ 93,099 $ -- $ 520,828
Intersegment revenues 80 1,032 -- 1,112
----------- --------- ------ ----------
Total revenues 427,809 94,131 0 521,940
----------- --------- ------ ----------
Depreciation and amortization 42,157 4,756 -- 46,913
Interest expense 25,803 4,201 -- 30,004
Interest income 2,133 314 -- 2,447
Income tax (credit) expense 24,170 3,974 -- 28,144
Income Avail. for Common Stk 41,605 5,613 1,433 48,651
Segment assets 1,078,945 180,357 88 1,259,390
Construction Expenditures 38,346 8,149 0 46,495
- ----------------------------------------------------------------------------------------------------------------------------------
79
Central Hudson Gas & Electric Corporation
Segment Disclosure - FAS 131
Year Ended December 31,
1998
---------------------------------------------------------------------------------------
(In Thousands) Electric Gas Other Total
- ----------------------------------------------------------------------------------------------------------------------------------
Revenues from external
customers $ 418,427 $ 83,899 $ -- $ 502,326
Intersegment revenues 80 1,063 -- 1,143
---------- --------- ------- ----------
Total revenues 418,507 84,962 0 503,469
---------- --------- ------- ----------
Depreciation and amortization 40,996 4,564 -- 45,560
Interest expense 23,803 3,875 -- 27,678
Interest income 695 87 -- 782
Income tax (credit) expense 24,944 3,683 -- 28,627
Income Avail. for Common Stk 42,669 5,962 683 49,314
Segment assets 1,093,455 169,587 52,996 1,316,038
Construction expenditures 39,183 6,478 -- 45,661
- ----------------------------------------------------------------------------------------------------------------------------------
NOTE 11 - FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair
value of each class of financial instruments for which it is practicable to
estimate that value:
CASH AND TEMPORARY CASH INVESTMENTS: The carrying amount approximates
fair value because of the short maturity of those instruments.
CUMULATIVE PREFERRED STOCK SUBJECT TO MANDATORY REDEMPTION: The fair
value is estimated based on the quoted market price of similar instruments.
LONG-TERM DEBT: The fair value is estimated based on the quoted market
prices for the same or similar issues or on the current rates offered to Central
Hudson for debt of the same remaining maturities and quality.
NOTES PAYABLE: The carrying amount approximates fair value because of
the short maturity of those instruments.
80
The estimated fair values of Central Hudson's financial instruments are
as follows:
December 31, 2000
------------------------
Carrying Fair
Amount Value
--------- ---------
(In Thousands)
Cumulative preferred stock subject
to mandatory redemption ........ $ 35,000 $ 33,690
Long-term debt (including
current maturities) ............ 382,979 384,728
December 31, 1999
------------------------
Carrying Fair
Amount Value
----------- --------
Cumulative preferred stock subject
to mandatory redemption ........ $ 35,000 $ 34,455
Long-term debt (including
current maturities) ............ 370,551 365,741
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Selected financial data for each quarterly period within 2000 and 1999
are presented below:
Income
Available
For
Operating Operating Common
Revenues Income Stock
--------- --------- -----------
(In Thousands)
-------------------------------------------------
Quarter Ended:
2000
-----
March 31 ............ $158,980 $24,532 $18,091
June 30 ............. 146,138 14,393 8,753
September 30 ........ 154,366 18,944 12,988
December 31 ......... 179,375 17,390 9,533
1999
----
March 31 ............ $146,471 $25,030 $18,297
June 30 ............. 117,035 14,439 8,630
September 30 ........ 134,323 18,100 13,064
December 31 ......... 124,111 13,343 8,660
81
SCHEDULE II - RESERVES
Additions
------------------
Payments Balance
Balance at Charged to Charged to Charged at End
Beginning Cost and Other to of
Description of Period Expenses Accounts Reserves Period
- ------------------------------ ---------- ---------- --------- --------- ------------
YEAR ENDED DECEMBER 31, 2000
Operating Reserves ......... $6,293,658 $2,752,777 $585,500 $5,877,152 $3,754,783
========== ========== ======== ========== ==========
Reserve for Uncollectible
Accounts .................. $2,900,000 $3,350,000 $ -- $3,750,000 $2,500,000
========== ========== ======== ========== ==========
YEAR ENDED DECEMBER 31, 1999
Operating Reserves ......... $5,994,600 $2,158,546 $520,700 $2,380,188 $6,293,658
========== ========== ======== ========== ==========
Reserve for Uncollectible
Accounts .................. $2,400,000 $2,972,556 $ -- $2,472,556 $2,900,000
========== ========== ======== ========== ==========
YEAR ENDED DECEMBER 31, 1998
Operating Reserves ......... $6,581,614 $7,474,979 $103,700 $8,165,693 $5,994,600
========== ========== ======== ========== ==========
Reserve for Uncollectible
Accounts .................. $2,800,000 $2,638,719 $ -- $3,038,719 $2,400,000
========== ========== ======== ========== ==========
82
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF CENTRAL HUDSON
The information on the directors and executive officers of Central
Hudson required hereunder is incorporated by reference to Item 1 herein, under
the caption "Executive Officers."
ITEM 11 - EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION COMMITTEE
COMPENSATION COMMITTEE/INTERLOCKS AND INSIDER PARTICIPATION
Central Hudson has no Compensation Committee. The functions of a
compensation committee for Central Hudson are performed by the Committee on
Compensation and Succession/Retirement ("Compensation Committee") of Energy
Group which makes recommendations to the Central Hudson Board of Directors. The
members of the Energy Group Compensation Committee are Directors Jack Effron
(Chairman), Frances D. Fergusson, Stanley J. Grubel, Charles LaForge, and Edward
P. Swyer.
No Compensation Committee interlock relationships existed in 2000
between Central Hudson and Energy Group.
REPORT ON EXECUTIVE COMPENSATION
The following disclosure is made over the name of each member of the
Compensation Committee, on the date hereof, and shall be considered a report of
the Compensation Committee:
It is the objective of the Compensation Committee to develop an
executive compensation plan which will attract, retain and motivate directors
and executive officers to create long-term shareholder value. For executives,
the design of the executive compensation plan incorporates base salary, annual
incentives and long-term incentives and retirement benefits which, together,
result in total remuneration that is close to the median for comparably-sized
electric and gas utilities and energy marketing companies in the United States.
Specific annual incentives are developed which reward achievement of
that year's business plan goals which are consistent with the strategy of Energy
Group to create shareholder value. Long-term incentive opportunities, under
Energy Group's
83
Long-Term Performance-Based Incentive Plan, are provided as well,
including two components of:
(1) Stock options, the value of which are directly tied to the long-term
increase in the market value of Energy Group's Common Stock; and
(2) Performance shares, the number and value of which are directly tied to
the total return of Energy Group's Common Stock relative to an
industry index. The compensation of individual executives is
determined by evaluating the responsibility level of the executive's
position and the contribution of each executive to achievement of
Energy Group's business plan. The Compensation Committee also reviews
executive succession plans in the determination of executive
compensation.
SECTION 162(m) OF THE CODE
The Compensation Committee and the Energy Group Board of Directors have
considered the qualifying compensation regulations established in Section 162(m)
of the Code, which provide that, unless an appropriate exemption applies, a tax
deduction for Energy Group for remuneration of any executive officer named in
the above caption - "Executive Compensation" will not be allowed to the extent
this remuneration in any taxable year exceeds $1 million. No executive officer
of Energy Group or its affiliate companies received remuneration during 2000
fiscal year of $1 million; therefore, Energy Group has not as yet developed an
executive compensation policy regarding this qualifying compensation regulation
under the Code, except as may be provided in Energy Group's Long-Term
Performance-Based Incentive Plan.
Jack Effron, Chairman
Frances D. Fergusson
Stanley J. Grubel
Charles LaForge
Edward P. Swyer
84
EXECUTIVE COMPENSATION
The Summary Compensation Table set forth below includes compensation
information on the Chairman of the Board and Chief Executive Officer of Central
Hudson and each of Central Hudson's four (4) most highly compensated executive
officers, whose salary and any bonus in 2000 exceeded $100,000, for services
rendered to Central Hudson:
SUMMARY COMPENSATION TABLE
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
------------------------- ----------------
SECURITIES
UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSTIONS(S) YEAR SALARY(1) BONUS OPTIONS(#(2) COMPENSATION(3)
- ------------------------------ -------- -------- ---------- ------------- ---------------
PAUL J. GANCI, Chairman of the Board 2000 $393,666 $ 15,583(4) 8,900 $5,250
and Chief Executive Officer of Energy 1999 $341,569 $ 20,100(4) $5,000
Group and Chairman of the Board and Chief 1998 $322,500 $ 22,800(4) $5,000
Executive Officer of Central Hudson and
CH Services
ALLAN R. PAGE, President of 2000 $261,212 $ 0 3,600 $5,250
Energy Group; Vice 1999 $229,462 $ 2,205(5) $5,000
President Central Hudson 1998 $189,199 $ 3,180(5) $5,000
through November 2000;
President and Chief
Operating Officer of CH
Services
CARL E. MEYER, Executive 2000 $255,000 $ 8,333(4) 3,600 $5,250
Vice President of Energy 1999 $242,529 $ 2,471(5) $5,000
Group and President 1998 $212,000 $ 3,582(5) $5,000
and Chief Operating
Officer of Central Hudson
JOSEPH J. DEVIRGILIO, Jr., 2000 $184,264 $ 0 2,200 $5,250
Senior Vice President of 1999 $177,436 $ 1,897(5) $5,000
Central Hudson 1998 $162,870 $ 2,925(5) $5,000
RONALD P. BRAND, Senior Vice President 2000 $179,000 $ 0 2,200 $5,250
of Central Hudson 1999 $170,174 $ 1,826(5) $5,000
1998 $153,822 $ 2,817(5) $5,000
(1) This base salary amount includes amounts deferred under (i) Central
Hudson's Flexible Benefits Plan, which Plan is established pursuant to
Section 125 of the Code, which permits those electing to participate
to defer salary, within specified limits, to be applied to qualified
medical and/or child care benefit payments, (ii) Central Hudson's
Savings Incentive Plan ("SIP"), a "defined contribution" plan which
meets the requirements of the Code, including
85
Code Section 401(k), which, among other things, permits, within
limitations, participants to tax defer base salary, and, within
limits, provides for Central Hudson contributions to participants, and
(iii) Energy Group's Directors and Executives Deferred Compensation
Plan (more fully described below under the sub-caption "Directors and
Executives Deferred Compensation Plan").
(2) Indicates number of shares of Energy Group's Common Stock underlying
stock options.
(3) These are amounts contributed by Central Hudson for the benefit of the
named individual under the SIP.
(4) Compensation paid for years of service prior to 2000 pursuant to the
terms of Central Hudson's Executive Incentive Plan, which Plan was
terminated, effective January 1, 2000.
(5) Compensation paid for years of service prior to 2000 pursuant to the
terms of Central Hudson's Management Incentive Plan ("MIP"), which
Plan is no longer applicable to executive officers of Energy Group and
its affiliates, effective January 1, 2000.
86
STOCK OPTION GRANTS IN FISCAL YEAR 2000
INDIVIDUAL GRANTS
--------------------------------------------------------------------
POTENTIAL REALIZABLE
PERCENTAGE VALUE AT ASSUMED
OF TOTAL ANNUAL RATES OF
NUMBER OF OPTIONS STOCK PRICE
SECURITIES GRANTED TO EXERCISABLE APPRECIATION
UNDERLYING EMPLOYEES OR BASE FOR OPTION TERM (2)
OPTIONS IN FISCAL PRICE EXPIRATION -------------------------
NAME GRANTED # (1) YEAR ($/SH) DATE 5% ($) 10% ($)
- -------------------------- -------------------------------------------------------------------- ---------- -----------
Paul J. Ganci .............. 8,900 29% $31.94 12/31/09 $163,582 $396,495
Allan R. Page .............. 3,600 12% $31.94 12/31/09 $ 66,168 $160,380
Carl E. Meyer .............. 3,600 12% $31.94 12/31/09 $ 66,168 $160,380
Joseph J. DeVirgilio, Jr. .. 2,200 7% $31.94 12/31/09 $ 40,436 $ 98,010
Ronald P. Brand ............ 2,200 7% $31.94 12/31/09 $ 40,436 $ 98,010
(1) Under Energy Group's Long-Term Performance-Based Incentive Plan,
Non-qualified Stock Options were granted to the named executives in
this table. These Options were granted for a term of ten years from
the date of grant. All Options were granted on January 1, 2000 and are
exercisable as follows: 40% can be exercised on or after January 1,
2002 and an additional 20% can be exercised on or after each following
January 1 for three (3) years. None of these Stock Options were
exercisable in 2000.
(2) The hypothetical potential appreciation shown in these columns
reflects the required calculations at annual rates of 5% and 10% set
by the Securities and Exchange Commission ("SEC"), and therefore is
not intended to represent either historical appreciation or
anticipated future appreciation of Energy Group's Common Stock price.
Energy Group's strategic objective is to increase its stock price by
5% per year, but no assurances can be given that this objective will
be achieved.
87
LONG-TERM INCENTIVE PLAN AWARDS (1) IN FISCAL YEAR 2000
The following table sets forth the number of Performance Shares granted
to each of the named Central Hudson executives in 2000 under Energy Group's
Long-Term Performance-Based Incentive Plan:
PERFORMANCE ESTIMATED FUTURE PAYOUT UNDER
OR OTHER NON-STOCK PRICE-BASED PLANS
NUMBER OF PERIOD UNTIL ------------------------------------------------------
PERFORMANCE MATURATION THRESHOLD TARGET MAX
NAME SHARES OR PAYOUT SHARES (#) SHARES (#) SHARES (#)
- -------------------- ------------- ------------- ----------------------- ------------ --------------
Paul J. Ganci.............. 1,900 01/01/00-12/31/02 950 1,900 2,850
Allan R. Page.............. 750 01/01/00-12/31/02 375 750 1,125
Carl E. Meyer.............. 750 01/01/00-12/31/02 375 750 1,125
Joseph J. DeVirgilio, Jr... 460 01/01/00-12/31/02 230 460 690
Ronald P. Brand............ 460 01/01/00-12/31/02 230 460 690
(1) Payment of these Performance Shares is based on achieving specified
levels of designated performance objectives during a three-year
performance cycle. Payout can range from 0% to 150% of Performance
Shares granted, with 50% and 150% as the threshold and maximum
payouts, respectively. In addition, cash dividends on Energy Group's
Common Stock that is subject to Performance Shares were automatically
deferred and reinvested in additional shares of Common Stock, which
reinvested dividends are applied to the Performance Shares earned.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Energy
Group's and its affiliates' officers and Directors and persons who own more than
ten percent of a registered class of Energy Group's and Central Hudson's equity
securities ("Reporting Persons") to file initial reports of ownership and
reports of changes in ownership with the Securities and Exchange Commission
("SEC") and the New York Stock Exchange. These Reporting Persons are required by
SEC regulations to furnish Energy Group and/or Central Hudson, as the case may
be, with copies of all Section 16(a) forms they file. Based solely on a review
of the copies of these forms furnished to Central Hudson and written
representations from the Central Hudson's officers and Directors, all of the
Reporting Persons, made all requisite filings on a timely basis in 2000 with
respect to shares of Energy Group and Central Hudson.
PENSIONS/DEFERRED COMPENSATION PLANS
DIRECTORS AND EXECUTIVES DEFERRED COMPENSATION PLAN
Central Hudson's Directors' Deferred Compensation Plan was merged into
a new plan of Energy Group, the Directors and Executives Deferred Compensation
Plan ("Deferred Plan"), on January 1, 2000. The Deferred Plan applies to
Directors and officers of Energy Group and its affiliate companies and permits
the participants to elect at any time, or from time to time, to defer all or
part of compensation for services rendered to Energy Group and/or its affiliate
companies. Under the Deferred Plan, compensation is defined to include Base
Salary, certain Bonuses, Change of Control Payments and Directors' fees for
services rendered as a member of the Board of Directors and any Committee of the
Board, for serving as an officer of the Board of Directors, for services
rendered as an officer of Energy Group or its affiliate companies, and for any
other services rendered individually by agreement with Energy Group or its
affiliate companies. Compensation deferred in accordance with the Deferred Plan
is
88
paid to Directors and officers (adjusted to reflect investment earnings and
losses) at the time the Director or officer ceases being a member of the Board
of Directors or an officer of Energy Group or its affiliate companies, either in
a lump sum or over a period of time depending on the circumstances of cessation
and/or distribution elections.
CENTRAL HUDSON RETIREMENT INCOME PLAN
Central Hudson's Retirement Income Plan ("Retirement Plan") is a
"defined benefit" plan, which meets the requirements of the Code, and applies to
all employees of Central Hudson and those affiliates which have adopted the
Retirement Plan, including the individuals listed in the table under the above
caption "Executive Compensation." In 2000, there were no contributions made to
the Retirement Plan as a result of its full-funding status for federal income
tax purposes. The Retirement Plan provides for retirement benefits related to
the participant's annual base salary for each year of eligible employment.
Retirement Plan benefits depend upon length of service, age at retirement and
earnings during years of participation in the Retirement Plan and any
predecessor plans. A participant's benefits under the Retirement Plan are
determined as the accumulation, over that participant's career, of a percentage
of each year's base salary. For periods on and after October 1, 1998, the
percentage is 2% of base salary, except that for years in which the participant
is over 50 years of age the percentage is increased to 2.5%. The Retirement Plan
also provides a benefit for service prior to October 1, 1998 based on a
percentage of a participant's average earnings at October 1, 1998 (being 50% of
each of the base salaries at October 1, 1995 and 1998 and 100% of each of the
base salaries at October 1, 1996 and 1997) and the number of years of service
while a member of the Retirement Plan prior to October 1, 1998, all subject to
certain limitations.
A cash balance account benefit is also available upon retirement under
the Retirement Plan, and provides for a credit to those participants in the
Retirement Plan, on January 1, 1987, of 10% of their base salary on that date, a
credit to those participants in the Retirement Plan on September 30, 1991, of 5%
of their base salary on that date, a credit to those participants in the
Retirement Plan on September 30, 1997, of 5% of their base salary on that date
and a further credit to those participants in the Retirement Plan on September
30, 1999, of 5% of their base salary on that date with, in all four cases,
annual interest earned thereon.
While the amount of the contribution payment or accrual with respect to
a specified person is not and cannot readily be separately or individually
calculated by the actuaries for the Retirement Plan, estimated annual benefits
under the Retirement Plan upon retirement at age 65 for the individuals listed
in the table under the above caption "Executive Compensation", assuming
continuation of current annual salary levels and giving effect to applicable
benefit limitations in the Code, are as follows: Mr. Ganci - $140,000; Mr. Page
- - $128,923; Mr. Meyer - $131,998; Mr. DeVirgilio - $136,378 and Mr. Brand -
$104,107.
CENTRAL HUDSON RETIREMENT BENEFIT RESTORATION PLAN
The Central Hudson Retirement Benefit Restoration Plan ("RBRP") is an
unfunded, uninsured pension benefit plan for a select group of highly
compensated
89
management employees. The RBRP provides an annual retirement benefit to those
participants in the Retirement Plan who hold the following offices with Energy
Group and Central Hudson: Chairman of the Board and Chief Executive Officer,
President, Vice President (including all levels thereof), Secretary, Treasurer,
Controller and Assistant Vice President. This benefit is equal to the difference
between (i) that received under the Retirement Plan, giving effect to applicable
salary and benefit limitations under the Code and (ii) that which would have
been received under the Retirement Plan, without giving effect to the
limitations under the Code. The individuals listed in the table under the above
caption "Executive Compensation" have a current salary level which, if continued
to retirement at age 65, would provide a benefit under the RBRP. The estimated
annual benefits under the RBRP upon retirement at age 65 for those individuals,
assuming the continuation of current annual salary levels, are as follows: Mr.
Ganci - $80,372; Mr. Page - $28,191; Mr. Meyer - $43,207; Mr. DeVirgilio -
$4,683 and Mr. Brand - $294.
EXECUTIVE DEFERRED COMPENSATION PLAN
Central Hudson's Executive Deferred Compensation Plan was assumed by
Energy Group and restated, effective June 23, 2000, retroactive to December 15,
1995, as the Supplementary Retirement Plan ("SRP"). The SRP covers a select
group of highly compensated management employees as an incentive for them to
remain with Energy Group and Central Hudson. Under the SRP, an annual benefit is
payable for 10 years, commencing on retirement, to eligible participants (who
retire at age 60 or older and with 10 or more years of service) of the following
percentage of annual base compensation at retirement: 60 to 63 - 10%; 63 to 65 -
15%; 65 or over - 20%. The SRP provides that eligible participants who reached
age 55 at December 31, 1993 are considered to have accrued benefits under the
SRP as if they were age 60 and had 10 years of service with Central Hudson at
December 31, 1993. No amounts were paid under the SRP for the individuals named
in the table under the above caption "Executive Compensation" for the year 2000.
Estimated annual benefits under the SRP upon retirement at age 65 for the named
individuals, assuming continuation of current annual salary levels, are as
follows: Mr. Ganci - $80,000; Mr. Page - $48,000; Mr. Meyer - $50,000; Mr.
DeVirgilio - $36,000 and Mr. Brand - $34,600.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
ARRANGEMENTS
Energy Group has Employment Agreements (each, the "Agreement") with
each of the individuals listed in the table under the above caption "Executive
Compensation" ("Officers"). Until a Change of Control occurs, each Agreement is
automatically renewed for one (1) year on each July 31, unless a notice not to
extend is given.
If a Change of Control (defined in the Agreement) occurs during the
term of an Agreement, then the Agreement becomes operative for a fixed three (3)
year period. Upon a Change of Control, each Agreement provides generally that
the Officers' terms and conditions of employment (including position, location,
base salary, bonus and benefits) will not be adversely changed during the three
(3) year period after a Change of Control. If the Officer's employment is
terminated by Energy Group or an affiliates, for (i) reasons other than death,
cause or disability (as those terms are defined in each
90
Agreement), (ii) by the Officer for good reason (as that term is defined in each
Agreement), (iii) by the Officer regardless of reason (during the 30-day period
beginning on the first anniversary of the Change of Control), (iv) upon certain
terminations prior to a Change of Control, or (v) in connection with or in
anticipation of a Change of Control, the Officer, in addition to all amounts
accrued to the date of termination, will receive a lump-sum payment equal to the
sum of (a) the Officer's base salary through the date of termination, (b) a
proportionate bonus based on the higher of the Officer's most recent annual
bonus and the Officer's annual bonus for the last fiscal year ("Highest Annual
Bonus"), (c) accrued vacation and (d) three (3) times the sum of the Officer's
base salary and the Officer's Highest Annual Bonus. In addition, the Officer
would be entitled to continued employee welfare benefits and to a credit for
pension purposes for the three (3) years from the date of the termination.
Mr. Ganci's Agreement is substantially identical to the other Officers,
except that it is modified to limit the term of his Agreement to his normal
retirement date, May 1, 2003. In addition, Mr. Ganci will not receive a lump sum
payment if his employment is terminated at any time on or after a Change of
Control through May 1, 2003 (i) by Energy Group, or an affiliate company, for
reasons other than for cause or disability, (ii) by Mr. Ganci for any reason,
(iii) upon certain terminations prior to a Change of Control or, (iv) in
connection with or in anticipation of a Change of Control. In such case, he will
receive all amounts accrued to the date of his termination and will be treated
as if he had retired on May 1, 2003 for all employee welfare benefits of Energy
Group or an affiliate company. If Mr. Ganci's employment is so terminated for
any reason other than by Energy Group or an affiliate, for cause, Mr. Ganci or
his beneficiaries, as the case may be, will receive collective benefits under
the SRP, the RBRP and the Retirement Plan as if Mr. Ganci had continued to be
employed through May 1, 2003, and as if his base salary and other cash
compensation had increased by 10% annually on each October 1 from the date of
his termination of employment to May 1, 2003.
In the event any payments made to any of the Officers as a result of a
Change of Control, whether under an Agreement or otherwise, would subject the
Officer to the excise tax on certain "excess parachute payments" payable under
Code Section 4999, or interest or penalties with respect to this tax, the
Officer will be entitled to be made whole for the payment of any taxes, interest
or penalties. Each Officer, while covered by an Agreement, is not entitled to
participate in Energy Group's Change of Control Severance Policy. In the event
of a Change of Control, the Agreements will supersede any individual employment
and/or severance agreements entered into by Energy Group with the Officers,
except in certain instances.
COMPENSATION OF DIRECTORS
On and after the Holding Company Restructuring, there are no outside
Directors of Central Hudson. Therefore, the current directors of Central Hudson
receive no additional compensation for services rendered as a director.
91
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
No director or executive officer of Central Hudson, including the
executive officers listed in the table under the caption "Executive
Compensation" in Item 11 hereof, own any equity securities in Central Hudson.
The following table lists the number of shares of equity securities of
Energy Group beneficially owned by all the Directors of Central Hudson, and by
all Directors and executive officers of Central Hudson as a group:
NO. OF % OF THE
SHARES OF THE ENERGY GROUP'S
ENERGY GROUP'S COMMON
NAME COMMON STOCK(1) STOCK(2)
- ----------- --------------- ---------------
Paul J. Ganci .................... 13,064(3) Less than 1%
Allan R. Page .................... 3,068 Less than 1%
Carl E. Meyer .................... 2,114 Less than 1%
Joseph J. DeVirgilio, Jr ......... 1,667 Less than 1%
Ronald P. Brand .................. 2,748 Less than 1%
All Directors and executive
officers as a Group (13)
persons ....................... 26,354 Less than 1%
- --------------------
(1) Based on information furnished to Central Hudson by the Directors and
executive officers of Central Hudson as of December 31, 2000.
(2) The percentage ownership calculation for each owner has been made on
the basis that there are outstanding 16,362,087 shares of Energy Group
Common Stock on the record date.
(3) Includes shares owned by the spouse of Mr. Ganci in the amount of
2,024 shares. The shares owned by Mrs. Ganci are considered to be
beneficially owned by Mr. Ganci only for the purpose of this Form 10K
Annual Report and Mr. Ganci disclaims any beneficial interest in such
shares for all other purposes.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There were no relationships or transactions of the type required to be
described by this Item.
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND
REPORTS ON FORM 8-K
(a) DOCUMENTS FILED AS PART OF THIS REPORT
1. and 2. All Financial Statements and Financial Statement Schedules
filed as
92
part of this Report are included in Item 8 of this Form 10-K
and reference is made thereto.
3. Exhibits
Incorporated herein by reference to the Exhibit Index for this Report.
Such Exhibits include the following management contracts or
compensatory plans or arrangements required to be filed as an Exhibit
pursuant to Item 14(c) hereof:
DESCRIPTION IN THE EXHIBIT LIST AND EXHIBIT NOS. FOR THIS REPORT
Energy Group's Supplementary Retirement Plan. (Exhibits (10) (iii) 2,
5, 17, 20 and 27)
Central Hudson's Retirement Benefit Restoration Plan. (Exhibits (10)
(iii) 3, 4, 18 and 28)
Form of Employment Agreement for all officers of Central Hudson.
(Exhibits (10) (iii) 15, 22 and 29)
Employment Agreement between Energy Group and Paul J. Ganci. (Exhibits
(10) (iii) 16, 23 and 30)
Energy Group's Change of Control Severance Policy. (Exhibits (10)
(iii) 14, 21 and 32
Central Hudson's Savings Incentive Plan. (Exhibits (10) (iii) 7, 8, 9
and 31
Energy Group's Long-Term Performance-Based Incentive Plan. (Exhibit
(10) (iii) 26
Energy Group's Directors and Executive Deferred Compensation Plan.
(Exhibits (10) (iii) 1, 19, 24 and 25)
(b) REPORTS ON FORM 8-K
During the last quarter of the period covered by this Report and
including the period to the date hereof, the following Reports on Form
8-K were filed by Central Hudson and/or Energy Group:
1. Reports dated December 13, 2000 for Energy Group and Central
Hudson relating to the proposed sale of the Nine Mile Point
Unit No. 2 Nuclear Station.
2. Reports dated January 31, 2001 for Energy Group and Central
Hudson relating to the sale of Central Hudson's Danskammer
Plant and its interest in the Roseton Plant to Dynegy,
effective January 30, 2001.
93
(c) EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K
Incorporated herein by reference to subpart (a)-3 of Item 14, above.
(d) Financial Statement Schedule required by Regulation S-X which is
excluded from Central Hudson's Annual Report to Shareholders for the
fiscal year ended December 31, 2000
Not applicable, see Item 8 hereof.
94
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, Central Hudson has duly caused this Report to
be signed on its behalf by the undersigned, thereunto duly authorized.
CENTRAL HUDSON GAS & ELECTRIC
CORPORATION
By /s/ Paul J. Ganci
---------------------------------
Paul J. Ganci
Chairman of the Board and
Chief Executive Officer
Dated: March 29, 2001
95
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following person on behalf of the
Corporation and in the capacities and on the date indicated:
Signature Title Date
--------- ----- ----
(a) Principal Executive
Officer or Officers:
/s/ Paul J. Ganci
- ------------------------
(Paul J. Ganci) Chairman of the
Board and Chief
Executive Officer March 29, 2001
(b) Principal Accounting
Officer:
/s/ Donna S. Doyle
- ------------------------
(Donna S. Doyle) Vice President -
Accounting and
Controller March 29, 2001
(c) Chief Financial
Officer:
/s/ Steven V. Lant
- --------------------------
(Steven V. Lant) Chief Financial
Officer
and Treasurer March 29, 2001
(d) A majority of Directors:
Paul J. Ganci*, Carl E. Meyer*,
Steven V. Lant* and Arthur R. Upright*,
Directors
By /s/ Paul J. Ganci
----------------------------------
(Paul J. Ganci) March 29, 2001
- -------------------
*Paul J. Ganci, by signing his name hereto, does thereby sign this document for
himself and on behalf of the persons named above after whose printed name an
asterisk appears, pursuant to powers of attorney duly executed by such persons
and filed with the SEC as Exhibit 24 hereof.
EXHIBIT INDEX
Following is the list of Exhibits, as required by Item 601 of
Regulation S-K, filed as a part of this Annual Report on Form 10-K, including
Exhibits incorporated herein by reference (1):
Exhibit No.
(Regulation S-K
Item 601
Designation) Exhibits
- ---------------- ------------
(2) Plan of Acquisition, reorganization, arrangement, liquidation or
succession:
(i) Certificate of Exchange of Shares of Central Hudson, subject
corporation, for shares of CH Energy Group, Inc., acquiring
corporation, under Section 913 of the Business Corporation
Law of the State of New York. ((44); Exhibit (2)(i))
(ii) Agreement a nd Plan of Exchange by and between Central
Hudson and CH Energy Group, Inc. ((39; Exhibit 2.1)
(3) Articles of Incorporation and Bylaws:
(i) 1-- Restated Certificate of Incorporation of Central
Hudson under Section 807 of the Business
Corporation Law, filed August 14, 1989. ((1);
Exhibit (3)1)
2-- Certificate of Amendment to the Certificate of
Incorporation of Central Hudson under Section 805
of the Business Corporation Law, filed April 5,
1990. ((1); Exhibit (3)2)
3-- Certificate of Amendment to the Certificate of
Incorporation of Central Hudson under Section
805 of the Business Corporation Law, filed
October 19, 1993. ((1); Exhibit (3)3)
(ii) By-laws of Central Hudson in effect on the date of this
Report. ((40); Exhibit (3)(ii)1)
(4) Instruments defining the rights of security holders, including
indentures (see also Exhibit (3)(i) above):
- --------------------
E-1
(1) Exhibits which are incorporated by reference to other filings are
followed by information contained in parentheses, as follows: The first
reference in the parenthesis is a numeral, corresponding to a numeral set forth
in the Notes which follow this Exhibit list, which identifies the prior filing
in which the Exhibit was physically filed; and the second reference in the
parenthesis is to the specific document in that prior filing in which the
Exhibit appears.
*(ii) 1-- Indenture dated January 1, 1927 between Central Hudson and
American Exchange Irving Trust Company, as Trustee. ((2); Exhibit
(4)(ii)1)
*(ii) 2-- Supplemental Indenture dated March 1, 1935 between Central Hudson
and Irving Trust Company, as Trustee. ((2); Exhibit (4)(ii)2)
*(ii) 3-- Second Supplemental Indenture dated June 1, 1937 between Central
Hudson and Irving Trust Company, as Trustee. ((2); Exhibit (4)(ii)3)
*(ii) 4-- Third Supplemental Indenture dated April 1, 1940 between Central
Hudson and Irving Trust Company, as Trustee. ((2); Exhibit (4)(ii)4)
*(ii) 5-- Fourth Supplemental Indenture dated March 1, 1941 between Central
Hudson and Irving Trust Company, as Trustee. ((2); Exhibit (4)(ii)5)
*(ii) 6-- Fifth Supplemental Indenture dated December 1, 1950 between
Central Hudson and Irving Trust Company, as Trustee. ((2); Exhibit
(4)(ii)6)
*(ii) 7-- Sixth Supplemental Indenture dated December 1, 1952 between
Central Hudson and Irving Trust Company, as Trustee. ((2); Exhibit
(4)(ii)7)
*(ii) 8-- Seventh Supplemental Indenture dated October 1, 1954 between
Central Hudson and Irving Trust Company, as Trustee. ((2); Exhibit
(4)(ii)8)
(ii) 9-- Eighth Supplemental Indenture dated May 15, 1958 between Central
Hudson and Irving
E-2
Trust Company, as Trustee. ((2); Exhibit (4)(ii)9)
(ii) 10-- Ninth Supplemental Indenture dated December 1, 1967 between
Central Hudson and Irving Trust Company, as Trustee. ((2); Exhibit
(4)(ii)10)
(ii) 11-- Tenth Supplemental Indenture dated as of January 15, 1969 between
Central Hudson and Irving Trust Company, as Trustee. ((3); Exhibit
2.12)
(ii) 12-- Eleventh Supplemental Indenture dated as of June 1, 1970 between
Central Hudson and Irving Trust Company, as Trustee. ((4); Exhibit
1.13)
(ii) 13-- Twelfth Supplemental Indenture dated as of February 1, 1972
between Central Hudson and Irving Trust Company, as Trustee. ((2);
Exhibit (4)(ii)13)
(ii) 14-- Thirteenth Supplemental Indenture dated as of April 15, 1974
between Central Hudson and Irving Trust Company, as Trustee. ((2);
Exhibit (4)(ii)14)
(ii) 15-- Fourteenth Supplemental Indenture dated as of November 1, 1975
between Central Hudson and Irving Trust Company, as Trustee. ((2);
Exhibit (4)(ii)15)
(ii) 16-- Fifteenth Supplemental Indenture dated as of June 1, 1977 between
Central Hudson and Irving Trust Company, as Trustee. ((2); Exhibit
(4)(ii)16)
(ii) 17-- Sixteenth Supplemental Indenture dated as of September 15, 1979
between Central Hudson and Irving Trust Company, as Trustee. ((4);
Exhibit 1.18)
(ii) 18-- Seventeenth Supplemental Indenture dated as of May 15, 1980
between Central Hudson and Irving Trust Company, as Trustee. ((5);
Exhibit (4)(a)18)
(ii) 19-- Eighteenth Supplemental Indenture dated as of November 15, 1980
between Central Hudson
E-3
and Irving Trust Company, as Trustee. ((2);
Exhibit (4)(ii)19)
(ii) 20-- Nineteenth Supplemental Indenture dated as of August 15, 1981
between Central Hudson and Irving Trust Company, as Trustee. ((2);
Exhibit (4)(ii)20)
(ii) 21-- Twentieth Supplemental Indenture dated as of September 1, 1982
between Central Hudson and Irving Trust Company, as Trustee. ((2);
Exhibit (4)(ii)21)
(ii) 22-- Twenty-First Supplemental Indenture dated as of November 22, 1982
between Central Hudson and Irving Trust Company, as Trustee. ((2);
Exhibit (4)(ii)22)
(ii) 23-- Twenty-Second Supplemental Indenture dated as of May 24, 1984
between Central Hudson and Irving Trust Company, as Trustee. ((2);
Exhibit (4)(ii)23)
(ii) 24-- Twenty-Third Supplemental Indenture dated as of June 15, 1985
between Central Hudson and Irving Trust Company, as Trustee. ((2);
Exhibit (4)(ii)24)
(ii) 25-- Twenty-Fourth Supplemental Indenture dated as of September 1,
1986 between Central Hudson and Irving Trust Company, as Trustee.
((2); Exhibit (4)(ii)25)
(ii) 26-- Twenty-Fifth Supplemental Indenture dated as of December 1, 1988
between Central Hudson and Irving Trust Company, as Trustee. ((2);
Exhibit (4)(ii)26)
(ii) 27-- Twenty-Sixth Supplemental Indenture dated as of May 1, 1991
between Central Hudson and The Bank of New York, as Trustee. ((2);
Exhibit (4)(ii)27)
(ii) 28-- Twenty-Seventh Supplemental Indenture dated as of May 15, 1992
between Central Hudson and The Bank of New York, as Trustee. ((2);
Exhibit (4)(ii)28); and
Prospectus Supplement Dated May 28, 1992 (To Prospectus Dated April
13, 1992) relating to $125,000,000 principal amount
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of First Mortgage Bonds, designated Secured Medium-Term
Notes, Series A, and the Prospectus Dated April 13, 1992,
relating to $125,000,000 principal amount of Central
Hudson's debt securities attached thereto, as filed pursuant
to Rule 424(b) in connection with Registration Statement No.
33-46624. ((6)(a)), and, as applicable to a tranche of such
Secured Medium-Term Notes, one of the following:
(a) Pricing Supplement No. 1, Dated June 4, 1992 (To
Prospectus Dated April 13, 1992, as supplemented
by a Prospectus Supplement Dated May 28, 1992)
filed pursuant to Rule 424(b) in connection with
Registration Statement No. 33-46624. ((6)(b))
(b) Pricing Supplement No. 2, Dated June 4, 1992 (To
Prospectus Dated April 13, 1992, as supplemented
by a Prospectus Supplement Dated May 28, 1992)
filed pursuant to Rule 424(b) in connection with
Registration Statement No. 33-46624. ((6)(c))
(c) Pricing Supplement No. 3, Dated June 4, 1992 (To
Prospectus Dated April 13, 1992, as supplemented
by a Prospectus Supplement Dated May 28, 1992)
filed pursuant to Rule 424(b) in connection with
Registration Statement No. 33-46624. ((6)(d))
(d) Pricing Supplement No. 4, Dated August 20, 1992
(To Prospectus Dated April 13, 1992, as
supplemented by a Prospectus Supplement Dated May
28, 1992) filed pursuant to Rule 424(b) in
connection with Registration Statement No.
33-46624. ((6)(e))
(e) Pricing Supplement No. 5, Dated August 20, 1992
(To Prospectus Dated April 13, 1992, as
supplemented by a Prospectus Supplement Dated May
28, 1992) filed pursuant to Rule 424(b) in
connection with Registration Statement No.
33-46624. ((6)(f))
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(f) Pricing Supplement No. 6, Dated July 26, 1993 (To
Prospectus Dated April 13, 1992, as supplemented
by a Prospectus Supplement Dated May 28, 1992)
filed pursuant to Rule 424(b) in connection with
Registration Statement No. 33-46624. ((6)(g))
(g) Pricing Supplement No. 7, Dated July 26, 1993 (To
Prospectus Dated April 13, 1992, as supplemented
by a Prospectus Supplement Dated May 28, 1992)
filed pursuant to Rule 424(b) in connection with
Registration Statement No. 33-46624. ((6)(h))
(ii) 29-- Twenty-Eighth Supplemental Indenture dated as of May 1, 1995
between Central Hudson and The Bank of New York, as Trustee.
((27); Exhibit (4)(ii)33)
Prospectus Supplement Dated May 15, 1995 (To Prospectus Dated April
4, 1995) relating to $80,000,000 principal amount of First Mortgage
Bonds, designated Secured Medium-Term Notes, Series B, and the
Prospectus Dated April 4, 1995, relating to (i) $80,000,000 of
Central Hudson's Debt Securities and Common Stock, $5.00 par value,
but not in excess of $40 million aggregate initial offering price of
such Common Stock and (ii) 250,000 shares of Central Hudson's
Cumulative Preferred Stock, par value $100 per share, which may be
issued as 1,000,000 shares of Depositary Preferred Shares each
representing 1/4 of a share of such Cumulative Preferred Stock
attached thereto, as filed pursuant to Rule 424(b) in connection
with Registration Statement No. 33-56349). (9)
(ii) 30-- Indenture, dated as of April 1, 1992, between Central Hudson and
Morgan Guaranty Trust Company of New York, as Trustee. ((7); Exhibit
(4)(ii)29); and Prospectus Supplement Dated May 28, 1992 (To
Prospectus Dated April 13, 1992) relating to $125,000,000 principal
amount of Medium-Term Notes, Series A, and the Prospectus Dated
April 13, 1992, relating to $125,000,000 principal amount of Central
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Hudson's debt securities attached thereto, as filed pursuant to Rule
424(b) in connection with Registration Statement No. 33-46624.
((8)(a)), and, as applicable to a tranche of such Medium-Term Notes,
one of the following:
(a) Pricing Supplement No. 1, Dated June 26, 1992 (To
Prospectus Dated April 13, 1992, as supplemented by a
Prospectus Supplement Dated May 28, 1992) filed pursuant
to Rule 424(b) in connection with Registration Statement
No. 33-46624. ((8)(b))
(b) Pricing Supplement No. 2, Dated October 6, 1993 (To
Prospectus Dated April 13, 1992, as supplemented by a
Prospectus Supplement Dated May 28, 1992) filed pursuant
to Rule 424(b) in connection with Registration Statement
No. 33-46624. ((8)(c)); and
Prospectus Supplement Dated August 24, 1998 (To Prospectus Dated
April 4, 1995) related to $80,000,000 principal amount of
Medium-Term Notes, Series B, and the Prospectus Dated April 4, 1995,
relating to (i) $80,000,000 of Central Hudson's Debt Securities and
Common Stock, $5.00 par value, but not in excess of $40 million
aggregate initial offering price of such Common Stock and (ii)
250,000 shares of Central Hudson's Cumulative Preferred Stock, par
value $100 per share, which may be issued as 1,000,000 shares of
Depositary Preferred Shares each representing 1/4 of a share of such
Cumulative Preferred Stock attached thereto, as filed pursuant to
Rule 424(b) in connection with Registration Statement No. 33-56349).
((10)(a)), and, as applicable to a tranche of such Medium-Term
Notes, one of the following:
Pricing Supplement No. 1, Dated September 2, 1998 (To
Prospectus Dated April 4, 1995, as supplemented by a
Prospectus Supplement Dated August 24, 1998) filed
pursuant to Rule 424(b) in connection with
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Registration Statement No. 33-56349. ((10)(b)); and
Prospectus Supplement Dated January 8, 1999 (To Prospectus Dated
January 7, 1999) relating to $110,000,000 principal amount of
Medium-Term Notes, Series C, and the Prospectus Dated January 7,
1999, relating to $110,000,000 principal amount of Central Hudson's
debt securities attached thereto, as filed pursuant to Rule 424(b)
in connection with Registration Statement Nos. 333-65597 and
33-56349. ((36)(a)), and, as applicable to a tranche of such
Medium-Term Notes, one of the following:
(a) Pricing Supplement No. 1, Dated January 12, 1999 (To
Prospectus Dated January 7, 1999, as supplemented by a
Prospectus Supplement Dated January 8, 1999) filed
pursuant to Rule 424(b) in connection with Registration
Statement Nos. 333-65597 and 33-56349. ((36)(b))
(b) Pricing Supplement No. 2, Dated January 26, 2000 (To
Prospectus Dated January 7, 1999, as supplemented by a
Prospectus Supplement Dated January 8, 2000) filed
pursuant to Rule 424(b) in connection with Registration
Statement Nos. 333-65597 and 33-56349. (36(c))
(c) Pricing Supplement No. 3, dated June 8, 2000 (to
Prospectus dated January 7, 1999, as supplemented by a
Prospectus Supplement, dated January 8, 1999) filed
pursuant to Rule 424(b) in connection with Registration
Statement Nos. 333-65597 and 33-56349 (36(d))
(ii) 31-- Central Hudson has entered into certain other instruments
with respect to long-term debt of Central Hudson. No such
instrument relates to securities authorized thereunder which
exceed 10% of the total assets of Central Hudson and its
other affiliates on a consolidated basis. Central Hudson
agrees to provide the Commission, upon request, copies of
any instruments defining the rights of holders of long-term
debt of
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Central Hudson and other affiliates for which
consolidated or unconsolidated financial statements are
required to be filed with the Commission.
(10) Material contracts:
(i) 1-- Agreement dated October 31, 1968 between Central
Hudson and Consolidated Edison Company of New York, Inc.
and Niagara Mohawk Power Corporation. ((3); Exhibit 5.1)
(i) 2-- Agreement dated April 27, 1973 between Central
Hudson and the Power Authority of the State of New York.
((11); Exhibit 5.19)
(i) 3-- Agreement dated as of September 22, 1975 between
Central Hudson, Niagara Mohawk Power Corporation, Long
Island Lighting Company, New York State Electric & Gas
Corporation, and Rochester Gas and Electric Corporation.
((12); Exhibit 5.21)
(i) 4-- Agreement dated November 23, 1976 between Central
Hudson and Consolidated Edison Company of New York, Inc.
((13); Exhibit 5.29)
(i) 5-- Memorandum of Understanding dated December 29, 1975
between Central Hudson and Niagara Mohawk Power
Corporation, Long Island Lighting Company, New York
State Electric & Gas Corporation, and Rochester Gas and
Electric Corporation. ((14); Exhibit (10)(i)18)
(i) 6-- Assignment and Assumption dated as of October 24,
1975 between Central Hudson and New York State Electric
& Gas Corporation. ((12); Exhibit 5.25)
(i) 7-- Amendment to Assignment and Assumption dated October
30, 1978 between Central Hudson and New York State
Electric & Gas Corporation. ((3); Exhibit 5.34)
(i) 8-- Letter Amendment Agreement, dated December 16, 1980,
by and between Central Hudson and
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Niagara Mohawk Power
Corporation. ((16); Exhibit (10)(i)26)
(i) 9-- Settlement Agreement, dated December 19, 1980, by
and among the United States Environmental Protection
Agency, The Department of Environmental Conservation of
the State of New York, The Attorney General of the State
of New York, Hudson River Fisherman's Association, Inc.,
Scenic Hudson Preservation Conference, Natural Resources
Defense Council, Inc., Central Hudson, Consolidated
Edison Company of New York, Inc., Orange and Rockland
Utilities, Inc., Niagara Mohawk Power Corporation and
Power Authority of the State of New York. ((16); Exhibit
(10)(i)27)
(i) 10-- Agreement dated April 2, 1980 by and between
Central Hudson and the Power Authority of the State of
New York. ((2); Exhibit (10)(i)24)
(i) 11-- Transmission Agreement, dated October 25, 1983,
between Central Hudson and Niagara Mohawk Power
Corporation. ((2); Exhibit (10)(i)30)
(i) 12-- Underground Storage Service Agreement, dated June
30, 1982, between Central Hudson and Penn-York Energy
Corporation. ((2); Exhibit (10)(i)32)
(i) 13-- Interruptible Transmission Service Agreement, dated
December 20, 1983, between Central Hudson and Power
Authority of the State of New York. ((2); Exhibit
(10)(i)33)
(i) 14-- Agreement, dated December 7, 1983, between Central
Hudson and the Power Authority of the State of New York.
((2); Exhibit (10)(i)34)
(i) 15-- Specification of Terms and Conditions of Settlement
in State of New York Public Service Commission
Proceeding - Case 29124, dated September 3, 1985. ((2);
Exhibit (10)(i)35)
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(i) 16-- General Joint Use Pole Agreement between Central
Hudson and the New York Telephone Company effective
January 1, 1986 (not including the Administrative and
Operating Practices provisions thereof). ((2); Exhibit
(10)(i)37)
(i) 17-- Agreement, dated June 3, 1985, between Central
Hudson, Consolidated Edison Company of New York, Inc.
and the Power Authority of the State of New York
relating to Marcy South Real Estate - East Fishkill, New
York. ((2); Exhibit (10)(i)38)
(i) 18-- Agreement, dated June 11, 1985, between Central
Hudson and the Power Authority of the State of New York
relating to Marcy South Substation - East Fishkill, New
York. ((2); Exhibit (10)(i)39)
(i) 19-- Agreement, dated as of April 9, 1986, among Central
Hudson, Consolidated Edison Company of New York, Inc.,
Niagara Mohawk Power Corporation and the Power Authority
of the State of New York relating to Real Estate -
Roseton/ Danskammer. ((2); Exhibit (10)(i)40)
(i) 20-- Agreement, dated as of April 9, 1986, between
Central Hudson, for itself and as agent for itself,
Niagara Mohawk Power Corporation and Consolidated Edison
Company of New York, Inc., and the Power Authority of
the State of New York relating to Supplemental Land Use
- Roseton/Danskammer. ((2); Exhibit (10)(i)41)
(i) 21-- Roseton Amendment Agreement, dated as of September
9, 1987, between Central Hudson and Niagara Mohawk Power
Corporation, for the purchase of interests in the
Roseton Steam Electric Generating Plant. ((17); Exhibit
(10)(i)76)
(i) 22-- Memorandum of Understanding, dated as of March 22,
1988, by and among Central Hudson, Alberta Northeast
Gas, Limited, the Brooklyn Union Gas Company, New Jersey
Natural Gas Company and Connecticut Natural Gas
Corporation. ((17); Exhibit (10)(i)98)
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(i) 23-- Agreement, effective as of November 1, 1989,
between Columbia Gas Transmission Corporation and
Central Hudson. ((19); Exhibit (10)(i)75)
(i) 24-- Agreement, dated as of November 1, 1989, between
Columbia Gas Transmission Corporation and Central
Hudson. ((19); Exhibit (10)(i)77)
(i) 25-- Agreement, dated as of November 1, 1989, between
Columbia Gas Transmission Corporation and Central
Hudson. ((19); Exhibit (10)(i)78)
(i) 26-- Agreement, dated as of November 1, 1989, between
Columbia Gulf Transmission Company and Central Hudson.
((19); Exhibit (10)(i)79)
(i) 27-- Agreement, dated October 9, 1990, between Texas
Eastern Transmission Corporation and Central Hudson.
((19); Exhibit (10)(i)80)
(i) 28-- Agreement, dated July 2, 1990, between Texas
Eastern Transmission Corporation and Central Hudson.
((19); Exhibit (10)(i)81)
(i) 29-- Agreement, dated December 28, 1989, between Texas
Eastern Transmission Corporation and Central Hudson.
((19); Exhibit (10)(i)82)
(i) 30-- Agreement, dated December 28, 1989, between Texas
Eastern Transmission Corporation and Central Hudson.
((19); Exhibit (10)(i)83)
(i) 31-- Agreement, dated November 3, 1989, between Texas
Eastern Transmission Corporation and Central Hudson.
((19); Exhibit (10)(i)84)
(i) 32-- Agreement, dated September 4, 1990, between
Algonquin Gas Transmission Company and Central Hudson.
((19); Exhibit (10)(i)87)
(i) 33-- Storage Service Agreement, dated July 1, 1989,
between CNG Transmission Corporation and Central Hudson.
((19); Exhibit (10)(i)91)
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(i) 34-- Agreement dated as of February 7, 1991 between
Central Hudson and Alberta Northeast Gas, Limited for
the purchase of Canadian natural gas from ATCOR Ltd. to
be delivered on the Iroquois Gas Transmission System.
((19); Exhibit (10)(i)92)
(i) 35-- Agreement dated as of February 7, 1991 between
Central Hudson and Alberta Northeast Gas, Limited for
the purchase of Canadian natural gas from AEC Oil and
Gas Company, a Division of Alberta Energy Company, Ltd.
to be delivered on the Iroquois Gas Transmission System.
((19); Exhibit (10)(i)93)
(i) 36-- Agreement dated as of February 7, 1991 between
Central Hudson and Alberta Northeast Gas, Limited for
the purchase of Canadian natural gas from ProGas Limited
to be delivered on the Iroquois Gas Transmission System.
((19); Exhibit (10)(i)94)
(i) 37-- Agreement No. 2 dated as of February 7, 1991
between Central Hudson and Alberta Northeast Gas,
Limited for the purchase of Canadian natural gas from
TransCanada Pipelines Limited under Precedent Agreement
No. 2 to be delivered on the Iroquois Gas Transmission
System. ((19); Exhibit (10)(i)95)
(i) 38-- Agreement No. 1 dated as of February 7, 1991
between Central Hudson and Alberta Northeast Gas,
Limited for the purchase of Canadian natural gas from
TransCanada Pipelines Limited under Precedent Agreement
No. 1 to be delivered on the Iroquois Gas Transmission
System. ((19); Exhibit (10)(i)96)
(i) 39-- Agreement dated as of February 7, 1991 between
Central Hudson and Iroquois Gas Transmission System to
transport gas imported by Alberta Northeast Gas, Limited
to Central Hudson. ((19); Exhibit (10)(i)97)
(i) 40-- Service Agreement, dated September 30, 1986,
between Central Hudson and Algonquin
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Gas Transmission Company, for firm storage
transportation under Rate
Schedule SS-III. ((20); Exhibit (10)(i)95)
(i) 41-- Service Agreement, dated March 12, 1991, between
Central Hudson and Algonquin Gas Transmission Company,
for firm transportation of 5,056 dth. of Texas Eastern
Transmission Corporation incremental volume. ((20);
Exhibit (10)(i)99)
(i) 42-- Agreement, dated December 28, 1990 and effective
February 5, 1991, between Central Hudson and National
Fuel Gas Supply Corporation for interruptible
transportation. ((20); Exhibit (10)(i)100)
(i) 43-- Utility Services Contract, effective October 1,
1991, between Central Hudson and the U.S. Department of
the Army, for the provision of natural gas service to
the U.S. Military Academy at West Point and Stewart Army
Subpost, together with an Amendment thereto, effective
October 10, 1991. ((20); Exhibit (10)(i)101)
(i) 44-- Service Agreement, effective December 1, 1990,
between Central Hudson and Texas Eastern Transmission
Corporation, for firm transportation service under Rate
Schedule FT-1. ((20); Exhibit (10)(i)103)
(i) 45-- Service Agreement, dated February 25, 1991, between
Central Hudson and Texas Eastern Transmission
Corporation, for incremental 5,056 dth. under Rate
Schedule CD-1. ((20); Exhibit (10)(i)104)
(i) 46-- Service Agreement, dated January 7, 1992, between
Central Hudson and Texas Eastern Transmission
Corporation, for the firm transportation of 6,000
dth./day under Rate Schedule FTS-5. ((20); Exhibit
(10)(i)106)
(i) 47-- Agreement dated as of July 1, 1992 between Central
Hudson and Tennessee Gas Pipeline Company for storage of
natural gas. ((21); Exhibit (10)(i)114)
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(i) 48-- Agreement dated as of July 1, 1992 between Central
Hudson and Tennessee Gas Pipeline Company for firm
transportation periods. ((21); Exhibit (10)(i)115)
(i) 49-- Agreement, dated November 1, 1990, between
Tennessee Gas Pipeline and Central Hudson for
transportation of third-party gas for injection into and
withdrawal from Penn York storage. ((2); Exhibit
(10)(i)100)
(i) 50-- Agreement, dated December 1, 1991, between Central
Hudson and Iroquois Gas Transmission System for
interruptible gas transportation service. ((2); Exhibit
(10)(i)101)
(i) 51-- Letter Agreement, dated August 24, 1992, between
Central Hudson and Iroquois Gas Transmission System
amending that certain Agreement, dated December 1, 1991
between said parties for interruptible gas
transportation service. ((19); Exhibit (10)(i)102)
(i) 52-- Nine Mile Point Nuclear Station Unit 2 Operating
Agreement, effective January 1, 1993, between and among
Central Hudson, Niagara Mohawk Power Corporation, Long
Island Lighting Company, New York State Electric & Gas
Corporation and Rochester Gas and Electric Corporation.
((2); Exhibit (10)(i)105)
(i) 53-- Gas Transportation Agreement, dated as of September
1, 1993, by and between Tennessee Gas Pipeline Company
and Central Hudson. ((1); Exhibit(10)(i)108)
(i) 54-- Agreement, dated as of May 20, 1993, between
Central Hudson and New York State Electric & Gas
Corporation. ((24); Exhibit (10)(i)93)
(i) 55-- Agreement for the Sale and Purchase of Coal, dated
as of December 1, 1996, among Central Hudson,
Inter-American Coal N.V. and Inter-American Coal, Inc.
[Certain portions of the agreement setting forth or
relating to pricing provisions are omitted and filed
separately with the Securities
E-15
and Exchange Commission pursuant to a request for
confidential treatment under the rules of said Commission]
((30); Exhibit (10)(i)107)
(i) 56-- Credit Agreement, dated as of October 23, 1996,
among Central Hudson and The Banks listed therein and
Morgan Guaranty Trust Company of New York, as Agent.
((30); Exhibit (10)(i)110)
(i) 57--Settlement Agreement, dated March 20, 1997, among
Central Hudson, the Staff of the Public Service
Commission of the State of New York and the New York
State Department of Economic Development. ((31); Exhibit
(10)(i)111)
(i) 58--Amended and Restated Settlement Agreement, dated
January 2, 1998, among Central Hudson, the Staff of the
Public Service Commission of the State of New York and
the New York State Department of Economic Development.
((32); Exhibit (10)(i)112)
(i) 59--Amendment, dated as of March 20, 1994, to the
Agreement, dated as of September 9, 1987, between
Central Hudson and Niagara Mohawk Power Corporation
relating to the purchase of interests in the Roseton
Electric Generating Plant (Exhibit (19)(10)(i)76)
[Certain portions of said Amendment set forth and relate
to confidential terms of said Amendment and will be
filed separately with the Securities and Exchange
Commission pursuant to a request for confidential
treatment under the rules of said Commission.] ((33);
Exhibit (10)(i)112)
(i) 60--Amendment, dated as of November 1, 1997, to the
Agreement for the Sale and Purchase of Coal, dated
December 1, 1996, among Central Hudson, Inter-American
Coal N.V. and Inter-American Coal, Inc. [Certain
portions of said Amendment set forth and relate to
pricing provisions and will be filed separately with the
Securities and Exchange Commission pursuant to a request
for confidential treatment under the rules of
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said Commission.] ((33); Exhibit (10)(i)113)
(i) 61-- Modification to the Amended and Restated Settlement
Agreement, dated February 26, 1998, signed by Central
Hudson, the Staff of the Public Service Commission of
the State of New York, the New York State Consumer
Protection Board and Pace Energy Project. ((34); Exhibit
(10)(i)115)
(i) 62-- Amendment II, dated as of November 1, 1998, to the
Agreement for the Sale and Purchase of Coal, dated
December 1, 1996, among Central Hudson, Inter-American
Coal N.V. and Inter-American Coal, Inc. [Certain
portions of said Amendment setting forth or relating to
pricing provisions are omitted and filed separately with
the Securities and Exchange Commission pursuant to a
request for confidential treatment under the rules of
said Commission.] ((37); Exhibit (10)(i)80)
(i) 63-- Participation Agreement, dated as of June 1, 1977 by
and between New York State Energy Research and
Development Authority and Central Hudson. ((44); Exhibit
(10)(i)63)
(i) 64-- Agreement, dated as of November 1, 1998, between
Central Hudson and Glencore Ltd., for the Sale and
Purchase of Coal. [Certain portions of said Agreement
setting forth or relating to pricing provisions are
omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for
confidential treatment under the rules of said
Commission.] ((37); Exhibit (10)(i)81)
(i) 65-- Participation Agreement, dated as of December 1,
1998, by and between New York State Energy Research and
Development Authority and Central Hudson. ((37); Exhibit
(10)(i)82)
(i) 66-- Participation Agreement, dated as of July 15, 1999,
by and between New York State Energy Research and
Development Authority
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and Central Hudson. ((44); Exhibit (10)(i)66)
(i) 67-- Participation Agreement, dated as of August 1,
1999, by and between New York State Energy Research and
Development Authority and Central Hudson. ((44); Exhibit
(10)(i)67)
(i) 68-- Agreement, dated April 1, 1999, between Central
Hudson and Arch Coal Sales Company, Inc. for the Sale
and Purchase of Coal. [Certain portions of the Agreement
setting forth or relating to pricing provisions are
omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for
confidential treatment under the rules of said
Commission.] ((38); Exhibit (10)(i)89)
(i) 69-- Amendment No. 3, dated as of November 1, 1999, to
the Agreement for the Sale and Purchase of Coal, dated
December 1, 1996, between Central Hudson and
Inter-American Coal, Inc. [Certain portions of said
Amendment set forth and relate to pricing provisions and
will be filed separately with the Securities and
Exchange Commission pursuant to a request for
confidential treatment under the rules of said
Commission.] ((41); Exhibit (10)(i)88)
(i) 70-- Amendment No. 1, dated as of November 1, 1999, to
the Agreement for the Sale and Purchase of Coal, dated
November 1, 1998, between Central Hudson and Glencore,
Ltd. [Certain portions of said Amendment set forth and
relate to pricing provisions and will be filed
separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment under
the rules of said Commission.] ((41); Exhibit (10)(i)89)
(i) 71-- Amendment No. 1, dated as of November 1, 1999, to
the Agreement for the Sale and Purchase of Coal, dated
April 1, 1999 between Central Hudson and Arch Coal.
[Certain portions of said Amendment set forth and relate
to pricing provisions and will be filed separately with
the
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Securities and Exchange Commission pursuant to a
request for confidential treatment under the rules of
said Commission.] ((41); Exhibit (10)(i)90)
(i) 72-- Instrument of Appointment and Acceptance of Agent
and Amended and Restated Credit Agreement, dated as of
January 3, 2001, among Central Hudson and the Banks
referred to thereon. ((44); Exhibit (10)(i)74)
(i) 73-- Asset Purchase and Sale Agreement, dated August 7,
2000, by and among Central Hudson, Consolidated Edison
Company of New York, Inc., Niagara Mohawk Power
Corporation and Dynegy Power Corp. ((43); Exhibit
(10)(i)93)
(i) 74-- Asset Purchase and Sale Agreement, dated August 7,
2000, by and between Central Hudson and Dynegy Power
Corp. ((43); Exhibit (10)(i)94)
(i) 75-- Purchase Price Agreement, dated August 7, 2000,
among Central Hudson, Consolidated Edison Company of New
York, Inc., Niagara Mohawk Power Corporation and Dynegy
Power Corp. ((43); Exhibit (10)(i)95)
(i) 76-- Guarantee Agreement, dated August 7, 2000, among
Central Hudson, Consolidated Edison Company of New York,
Inc., Niagara Mohawk Power Corporation and Dynegy
Holdings, Inc. ((43); Exhibit (10)(i)96)
(i) 77-- Nine Mile Point Unit 2 Nuclear Generating Facility
Asset Purchase Agreement, dated as of December 11, 2000,
by and among Central Hudson, Niagara Mohawk Power
Corporation, New York State Electric & Gas Corporation,
Rochester Gas and Electric Corporation, Constellation
Energy Group, Inc. and Constellation Nuclear LLC. ((44);
Exhibit (10)(i)79)
(i) 78-- Power Purchase Agreement, dated as of December 11,
2000, by and between Constellation Nuclear, LLC and
Central Hudson. ((44); Exhibit (10)(i)80)
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(i) 79-- Revenue Sharing Agreement, dated as of December 11,
2000, by and between Constellation Nuclear LLC and
Central Hudson. ((44); Exhibit (10)(i)81)
(i) 80-- Transition Power Agreement, dated January 30, 2001,
by and between Central Hudson and Dynegy Power
Marketing, Inc. ((44); Exhibit (10)(i)82)
(i) 81-- Amendment II, dated as of December 22, 2000, to the
Agreement for the Sale and Purchase of Coal, dated April
1, 1999, between Central Hudson and Arch Coal Sales
Company, Inc. [Certain portions of said Amendment set
forth and relate to pricing provisions and will be filed
separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment under
the rules of said Commission.] ((44); Exhibit (10)(i)84)
(i) 82-- Amendment IV, dated as of December 29, 2000, to the
Agreement for the Sale and Purchase of Coal made as of
December 1, 1996, between Central Hudson and
Inter-American Coal N.V. and Inter-American Coal, Inc.
[Certain portions of said Amendment set forth and relate
to pricing provisions and will be filed separately with
the Securities and Exchange Commission pursuant to a
request for confidential treatment under the rules of
said Commission.] ((44); Exhibit (10)(i)85)
(iii) 1-- Directors' Deferred Compensation Plan of Central
Hudson, effective October 1, 1980. ((16); Exhibit
(10)(iii)1)
(iii) 2-- Executive Deferred Compensation Plan of Central
Hudson, effective March 1, 1992. ((20); Exhibit
(10)(iii)8)
(iii) 3-- Retirement Benefit Restoration Plan of Central
Hudson, effective May 1, 1993. ((22); Exhibit
(10)(iii)10)
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(iii) 4-- Amendment, dated July 23, 1993, to Retirement
Benefit Restoration Plan of Central Hudson. ((22);
Exhibit (10)(iii)11)
(iii) 5-- First Amendment, dated December 17, 1993, to Central
Hudson's Executive Deferred Compensation Plan. ((29);
Exhibit (10)(iii)15)
(iii) 6-- Executive Incentive Compensation Plan of Central
Hudson, effective January 1, 1993. ((24); Exhibit
(10)(iii)17)
(iii) 7-- Agreement, made March 14, 1994, by and between
Central Hudson and Mellon Bank, N.A., amending and
restating, effective April 1, 1994, Central Hudson's
Savings Incentive Plan and related Trust Agreement with
The Bank of New York. ((25); Exhibit (10)(iii)18)
(iii) 8-- Amendment 1, dated July 22, 1994 (effective April 1,
1994) to the Amended and Restated Savings Incentive Plan
of Central Hudson. ((26); Exhibit (10)(iii)19)
(iii) 9-- Amendment 2, dated December 16, 1994 (effective
January 1, 1995) to the Amended and Restated Savings
Incentive Plan of Central Hudson, as amended. ((26);
Exhibit (10)(iii)20)
(iii) 10-- Amendment, dated April 4, 1995, to the Executive
Incentive Compensation Plan of Central Hudson. ((30);
Exhibit (10)(iii)21)
(iii) 11-- Stock Plan for Outside Directors of Central Hudson,
dated November 17, 1995. ((30); Exhibit (10)(iii)22)
(iii) 12-- Management Incentive Program of Central Hudson,
effective April 1, 1994. ((30); Exhibit (10)(iii)23)
(iii) 13-- Amendment, dated July 25, 1997, to the Management
Incentive Program of Central Hudson, effective August 1,
1997. ((33); Exhibit (10)(iii)24)
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(iii) 14-- Change-of-Control Severance Policy of Central
Hudson, effective December 1, 1998. ((37); Exhibit
(10)(iii)14)
(iii) 15-- Form of Employment Agreement, dated October 23,
1998, effective December 1, 1998, for all officers of
Central Hudson. ((37); Exhibit (10)(iii)15)
(iii) 16-- Employment Agreement, dated October 23, 1998,
effective December 1, 1998, between Central Hudson and
Paul J. Ganci. ((37); Exhibit (10)(iii)16)
(iii) 17-- Amendment, dated December 1, 1998, to the Executive
Deferred Compensation Plan of Central Hudson. ((37);
Exhibit (10)(iii)17)
(iii) 18-- Amendment, dated December 1, 1998, to the
Retirement Benefit Restoration Plan of Central Hudson.
((37); Exhibit (10)(iii)18)
(iii) 19-- Amendment, dated October 1, 1999 to Central
Hudson's Directors Deferred Compensation Plan, effective
October 1, 1980. ((41); Exhibit(10)(iii)19)
(iii) 20-- Instrument of Assignment and Assumption, dated
December 15, 1999, assuming CH Energy Group, Inc. the
Executive Deferred Compensation Plan of Central Hudson,
dated March 1, 1992 and as amended, December 17, 1993
and December 1, 1998. ((41); Exhibit (10)(iii)20)
(iii) 21-- Instrument of Assignment and Assumption, dated
December 15, 1999, by CH Energy Group, Inc. of the
Change of Control Severance Policy of Central Hudson,
dated December 1, 1998. ((41); Exhibit(10)(iii) 22)
(iii) 22-- Assignment and Assumption, dated December 15, 1999,
by CH Energy Group, Inc. of Central Hudson Employment
Agreements, effective December 1, 1998, covering all
officers of CH Energy Group, Inc. and Central Hudson.
((41); Exhibit (10)(iii)23)
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(iii) 23-- Assignment and Assumption, dated December 15, 1999,
by CH Energy Group, Inc. of Central Hudson Employment
Agreement, effective December 1, 1998, covering Paul J.
Ganci. ((41); Exhibit (10)(iii)24)
(iii) 24-- CH Energy Group, Inc. Directors and Executives
Deferred Compensation Plan, effective January 1, 2000.
((41); Exhibit (10)(iii)25)
(iii) 25-- Trust and Agency Agreement, dated December 15, 1999
and effective January 1, 2000, between CH Energy Group,
Inc. and First America Trust Company for Directors and
Executives Deferred Compensation Plan of CH Energy
Group, Inc. ((41); Exhibit (10)(iii)26)
(iii) 26-- Long-Term Performance-Based Incentive Plan of CH
Energy Group, Inc., effective January 1, 2000. ((41);
Exhibit (10)(iii)27)
(iii) 27-- CH Energy Group, Inc. Supplementary Retirement
Plan, effective December 15, 1999, being an amendment
and restatement of the Central Hudson Executive Deferred
Compensation Plan as assigned to CH Energy Group, Inc.
((42); Exhibit (10)(ii)29)
(iii) 28-- Amendment to and Restatement of Central Hudson's
Retirement Benefit Restoration Plan, effective as of
January 1, 2000. ((42); Exhibit (10)(iii)30)
(iii) 29-- Form of Employment Agreement, effective December
15, 1999, for all officers of CH Energy Group, Inc. and
its affiliate companies. ((42); Exhibit (10)(iii)31);
(iii) 30-- Employment Agreement, dated December 15, 1999,
between CH Energy Group, Inc. and Paul J. Ganci. ((42);
Exhibit (10)(iii)32)
(iii) 31-- Amendment Number Three to the Central Hudson
Savings Incentive Plan, effective January 1, 2001.
((44); Exhibit (10)(iii)32)
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(iii) 32-- Amendment to the CH Energy Group, Inc.
Change-of-Control Severance Policy, effective August 1,
2000. ((44); Exhibit (10)(iii)33)
(12) -- Statement showing the computation of the ratio of earnings to
fixed charges and ratio of earnings to fixed charges and
preferred dividends.
(21) -- Affiliates of Central Hudson:
State or other Name under which
Jurisdiction of Affiliate conducts
Name of Affiliate Incorporation Business
- ----------------- -------------- ------------------
CH Energy Group, Inc. New York CH Energy Group, Inc.
Central Hudson Energy New York Central Hudson Energy
Services, Inc. Services, Inc.
Phoenix Development New York Phoenix Development
Company, Inc. Company, Inc.
E-24
Greene Point New York Greene Point
Development Corporation Development Corporation
CH Resources, Inc. New York CH Resources, Inc.
CH Syracuse New York CH Syracuse Properties,
Properties, Inc. Inc.
CH Niagara New York CH Niagara Properties,
Properties, Inc. Inc.
Central Hudson New York Central Hudson
Enterprises Corporation Enterprises Corporation
SCASCO, Inc. Connecticut SCASCO, Inc.
Prime Industrial New York Prime Industrial Energy
Energy Services, Inc. Services, Inc.
Griffith Energy New York Griffith Energy
Services, Inc. Services, Inc.
(23) -- Consent of Experts:
The consents of PricewaterhouseCoopers LLP.
(24) -- Powers of Attorney:
Powers of Attorney for each of the directors comprising a
majority of the Board of Directors of Central Hudson
authorizing execution and filing of this Annual Report on Form
10-K by Paul J. Ganci.
(99) -- Additional Exhibits:
(i) 1-- Stipulation and Order on Consent signed on behalf of
the Department of Environmental Protection of the
City of New York, Environmental Defense Fund, Inc.,
Department of Environmental Conservation of the State
of New York, Central Hudson and Consolidated Edison
Company of New York, Inc. ((23); Exhibit 28.1)
(i) 2-- Settlement Agreement on Issues Related to Nine Mile
Two Nuclear Plant, dated June 6, 1990, among the
Staff of the Department of Public Service, the
Consumer Protection Board, the Attorney General of
the State of New York, Assemblyman Maurice Hinchey,
Multiple Intervenors, Central Hudson, Long Island
E-25
Lighting Company, New York State Electric & Gas
Corporation, Niagara Mohawk Power Corporation and
Rochester Gas and Electric Corporation. ((19); Exhibit
(28)(i)4)
(i) 3-- Order on Consent signed on behalf of the New York
State Department of Environmental Conservation and
Central Hudson relating to Central Hudson's former
manufactured gas site located in Newburgh, New York.
((28); Exhibit (99)(i)5)
(i) 4-- Summary of principal terms of the Amended and
Restated Settlement Agreement, dated January 2, 1998,
among Central Hudson, the Staff of the Public Service
Commission of the State of New York and the New York
State Department of Economic Development. ((32); Exhibit
99(1))
(i) 5-- Central Hudson's acceptance, dated February 26,
1998, of the Order of the Public Service Commission of
the State of New York, issued and effective February 19,
1998, adopting the terms of Central Hudson's Amended and
Restated Settlement subject to modifications and
conditions. ((34); Exhibit 99(1))
(i) 6-- Order of the Public Service Commission of the State
of New York, issued and effective February 19, 1998,
adopting the terms of Central Hudson's Amended
Settlement Agreement, subject to certain modifications
and conditions. ((34); Exhibit (10)(1))
(i) 7-- Order of the Public Service Commission of the State
of New York, issued and effective June 30, 1998,
explaining in greater detail and reaffirming its
Abbreviated Order, issued and effective February 19,
1998, which February 19, 1998 Order modified, and as
modified, approved the Amended and Restated Settlement
Agreement, dated January 2, 1998, entered into among
Central Hudson, the PSC Staff and others as part of the
PSC's "Competitive Opportunities" proceeding. ((35);
Exhibit (10)(1))
(i) 8-- Order of the Public Service Commission of the State
of New York, issued and effective December 20, 2000,
authorizing the transfer of the Danskammer Plant and the
Roseton Plant. ((44); Exhibit (99)(i)8)
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(i) 9 -- Order of the Public Service Commission of the State
of New York, issued and effective January 25, 2001,
clarifying prior Order relating to the approval of the
transfer of the Danskammer Plant and the Roseton Plant.
((44); Exhibit (99)(i)9)
The following are notes to the Exhibits listed above:
(1) Incorporated herein by reference to Central Hudson's
Quarterly report on Form 10-Q for fiscal quarter ended
September 30, 1993 (File No. 1-3268).
(2) Incorporated herein by reference to Central Hudson's
Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1992 (File No. 1-3268).
(3) Incorporated herein by reference to Central Hudson's
Registration Statement No. 2-65127.
(4) Incorporated herein by reference to Central Hudson's
Registration Statement No. 2-67537.
(5) Incorporated herein by reference to Central Hudson's
Registration Statement No. 2-69640
(6) (a) Incorporated herein by reference to Prospectus
Supplement Dated May 28, 1992 (To Prospectus Dated April
13, 1992) relating to $125,000,000 principal amount of
First Mortgage Bonds, designated Secured Medium-Term
Notes, Series A, and to the Prospectus Dated April 13,
1992 relating to $125,000,000 principal amount of
Central Hudson's debt securities attached thereto, as
filed with the Securities and Exchange Commission
pursuant to Rule 424(b)(5) under the Securities Act of
1933, in connection with Registration Statement No.
33-46624.
(b) Incorporated herein by reference to Pricing Supplement
No. 1, Dated June 4, 1992 (To Prospectus Dated April 13,
1992, as supplemented by a Prospectus Supplement Dated
May 28, 1992), as filed with the Securities and Exchange
Commission pursuant to Rule 424(b)(3) under the
Securities Act of 1933 in connection with Registration
Statement No. 33-46624.
E-27
(c) Incorporated herein by reference to Pricing Supplement
No. 2, Dated June 4, 1992 (To Prospectus Dated April 13,
1992, as supplemented by a Prospectus Supplement Dated
May 28, 1992), as filed with the Securities and Exchange
Commission pursuant to Rule 424(b)(3) under the
Securities Act of 1933 in connection with Registration
Statement No. 33-46624.
(d) Incorporated herein by reference to Pricing Supplement
No. 3, Dated June 4, 1992 (To Prospectus Dated April 13,
1992, as supplemented by a Prospectus Supplement Dated
May 28, 1992), as filed with the Securities and Exchange
Commission pursuant to Rule 424(b)(3) under the
Securities Act of 1933 in connection with Registration
Statement No. 33-46624.
(e) Incorporated herein by reference to Pricing Supplement
No. 4, Dated August 20, 1992 (To Prospectus Dated April
13, 1992, as supplemented by a Prospectus Supplement
Dated May 28, 1992), as filed with the Securities and
Exchange Commission pursuant to Rule 424(b)(3) under the
Securities Act of 1933 in connection with Registration
Statement No. 33-46624.
(f) Incorporated herein by reference to Pricing Supplement
No. 5, Dated August 20, 1992 (To Prospectus Dated April
13, 1992, as supplemented by a Prospectus Supplement
Dated May 28, 1992), as filed with the Securities and
Exchange Commission pursuant to Rule 424(b)(3) under the
Securities Act of 1933 in connection with Registration
Statement No. 33-46624.
(g) Incorporated herein by reference to Pricing Supplement
No. 6, Dated July 26, 1993 (To Prospectus Dated April
13, 1992, as supplemented by a Prospectus Supplement
Dated May 28, 1992), as filed with the Securities and
Exchange Commission pursuant to Rule 424(b)(3) under the
Securities Act of 1933 in connection with Registration
Statement No. 33-46624.
(h) Incorporated herein by reference to Pricing Supplement
No. 7, Dated July 26, 1993 (To Prospectus Dated April
13, 1992, as supplemented by a Prospectus Supplement
Dated May 28, 1992), as filed with the Securities and
Exchange Commission pursuant to Rule 424(b)(3)
E-28
under the Securities Act of 1933 in connectio with
Registration Statement No. 33-46624.
(7) Incorporated herein by reference to Central Hudson's
Current Report on Form 8-K, dated May 27, 1992 (File No.
1-3268).
(8) (a) Incorporated herein by reference to Prospectus
Supplement Dated May 28, 1992 (To Prospectus Dated April
13, 1992) relating to $125,000,000 principal amount of
Medium-Term Notes, Series A, and to the Prospectus Dated
April 13, 1992, relating to $125,000,000 principal
amount of Central Hudson's debt securities attached
thereto, as filed with the Securities and Exchange
Commission pursuant to Rule 424(b)(5) under the
Securities Act of 1933, in connection with Registration
Statement No. 33-46624.
(b) Incorporated herein by reference to Pricing Supplement
No. 1, Dated June 26, 1992 (To Prospectus Dated April
13, 1992, as supplemented by a Prospectus Supplement
Dated May 28, 1992), as filed with the Securities and
Exchange Commission pursuant to Rule 424(b)(3) under the
Securities Act of 1933 in connection with Registration
Statement No. 33-46624.
(c) Incorporated herein by reference to Pricing Supplement
No. 2, Dated October 6, 1993 (To Prospectus Dated April
13, 1992, as supplemented by a Prospectus Supplement
Dated May 28, 1992), as filed with the Securities and
Exchange Commission pursuant to Rule 424(b)(3) under the
Securities Act of 1933 in connection with Registration
Statement No. 33-46624.
(9) Incorporated herein by reference to Prospectus
Supplement Dated May 15, 1995 (To Prospectus Dated April
4, 1995) relating to $80,000,000 principal amount of
First Mortgage Bonds, designated Secured Medium-Term
Notes, Series B, and the Prospectus Dated April 4, 1995,
relating to (i) $80,000,000 of Central Hudson's Debt
Securities and Common Stock, $5.00 par value, but not in
excess of $40 million aggregate initial offering price
of such Common Stock and (ii) 250,000 shares of Central
Hudson's Cumulative Preferred Stock, par value $100 per
share, which may be issued as 1,000,000 shares of
Depositary Preferred Shares each representing
E-29
1/4 of a share of such Cumulative Preferred Stock
attached thereto, as filed pursuant to Rule 424(b) in
connection with Registration Statement No. 33-56349.
(10) (a) Incorporated herein by reference to Prospectus
Supplement Dated August 24, 1998 (To Prospectus Dated
April 4, 1995) relating to $80,000,000 principal amount
of Medium-Term Notes, Series B, and the Prospectus Dated
April 4, 1995, relating to (i) $80,000,000 of Central
Hudson's Debt Securities and Common Stock, $5.00 par
value, but not in excess of $40 million aggregate
initial offering price of such Common Stock and (ii)
250,000 shares of Central Hudson's Cumulative Preferred
Stock, par value $100 per share, which may be issued as
1,000,000 shares of Depositary Preferred Shares each
representing 1/4 of a share of such Cumulative Preferred
Stock attached thereto, as filed pursuant to Rule 424(b)
in connection with Registration Statement No. 33-56349.
(b) Incorporated herein by reference to Pricing Supplement
No. 1, Dated September 2, 1998 (To Prospectus Dated
April 4, 1995, as supplemented by a Prospectus
Supplement Dated August 24, 1998), as filed with the
Securities and Exchange Commission pursuant to Rule
424(b)(2) under the Securities Act of 1933 in connection
with Registration Statement No. 33-56349.
(11) Incorporated herein by reference to Central Hudson's
Registration Statement No. 2-50276.
(12) Incorporated herein by reference to Central Hudson's
Registration Statement No. 2-54690.
(13) Incorporated herein by reference to Central Hudson's
Registration Statement No. 2-58500.
(14) Incorporated herein by reference to Central Hudson's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1986 (File No. 1-3268).
(15) [Reserved]
(16) Incorporated herein by reference to Central Hudson's
Annual Report on Form 10-K for the
E-30
fiscal year ended December 31, 1989 (File No. 1-3268).
(17) Incorporated herein by reference to Central Hudson's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1987 (File No. 1-3268).
(18) [Reserved]
(19) Incorporated herein by reference to Central Hudson's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1990 (File No. 1-3268).
(20) Incorporated herein by reference to Central Hudson's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1991 (File No. 1-3268).
(21) Incorporated herein by reference to Central Hudson's
Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1992 (File No. 1-3268).
(22) Incorporated herein by reference to Central Hudson's
Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1993 (File No. 1-3268).
(23) Incorporated herein by reference to Central Hudson's
Current Report on Form 8-K, dated May 15, 1987 (File No.
1-3268).
(24) Incorporated herein by reference to Central Hudson's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1993 (File No. 1-3268).
(25) Incorporated herein by reference to Central Hudson's
Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1994 (File No. 1-3268).
(26) Incorporated herein by reference to Central Hudson's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 (File No. 1-3268).
E-31
(27) Incorporated herein by reference to Central Hudson's
Current Report on Form 8-K, dated May 15, 1995 (File No.
1-3268).
(28) Incorporated herein by reference to Central Hudson's
Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1995 (File No. 1-3268).
(29) Incorporated herein by reference to Central Hudson's
Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1996 (File No. 1-3268).
(30) Incorporated herein by reference to Central Hudson's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 (File No. 1-3268).
(31) Incorporated herein by reference to Central Hudson's
Current Report on Form 8-K, dated April 1, 1997 (File
No. 1-3268).
(32) Incorporated herein by reference to Central Hudson's
Current Report on Form 8-K, dated January 7, 1998 (File
No. 1-3268).
(33) Incorporated herein by reference to Central Hudson's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, as amended December 8, 1998 (File No.
1-3268).
(34) Incorporated herein by reference to Central Hudson's
Current Report on Form 8-K, dated February 10, 1998
(File No. 1-3268).
(35) Incorporated herein by reference to Central Hudson's
Current Report on Form 8-K, dated July 24, 1998 (File
No. 1-3268).
(36) (a) Incorporated herein by reference to Prospectus
Supplement Dated January 8, 1999 (To Prospectus Dated
January 7, 1999) relating to $110,000,000 principal
amount of Medium-Term Notes, Series C, and to the
Prospectus Dated January 7, 1999, relating to
$110,000,000 principal amount of Central Hudson's debt
securities attached thereto, as filed with the
Securities and Exchange Commission pursuant to Rule
424(b)(2) under the Securities Act of 1933, in
connection
E-32
with Registration Statement Nos. 333-65597
and 33-56349.
(b) Incorporated herein by reference to Pricing Supplement
No. 1, Dated January 12, 1999 (To Prospectus Dated
January 7, 1999, as supplemented by a Prospectus
Supplement Dated January 8, 1999), as filed with the
Securities and Exchange Commission pursuant to Rule
424(b)(3) under the Securities Act of 1933 in connection
with Registration Statement Nos. 333-65597 and 33-56349.
(c) Incorporated herein by reference to Pricing Supplement
No. 2, Dated January 26, 2000 (To Prospectus dated
January 7, 1999, as supplemented by a Prospectus
Supplement Dated January 8, 1999, as filed with the
Securities and Exchange Commission pursuant to Rule
424(b) under the Securities Act of 1933 in connection
with Registration Statement Nos. 333-65597 and 33-56349.
(d) Incorporated herein by reference to Pricing Supplement
No. 3, dated June 8, 2000 (To Prospectus dated January
7, 1999, as supplemented by a Prospectus Supplement
Dated January 8, 1999, as filed with the Securities and
Exchange Commission pursuant to Rule 424(b) under the
Securities Act of 1933 in connection with Registration
Statement Nos. 333-65597 and 33-56349)
(37) Incorporated herein by reference to Central Hudson's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 (File No. 1-3268).
(38) Incorporation herein by reference to Central Hudson's
Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1999 (File No. 1-3268).
(39) Incorporated herein by reference to Central Hudson's
Current Report on Form 8-K dated December 15, 1999 (File
No. 1-3268)
(40) Incorporated herein by reference to Central Hudson's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 (File No. 1-3268).
E-33
(41) Incorporated herein by reference to the Annual Report of
CH Energy Group, Inc. on Form 10-K for the fiscal year
ended December 31, 1999 (File No. 333-52797).
(42) Incorporated herein by reference to the Quarterly Report
of CH Energy Group, Inc. on Form 10-Q for the fiscal
quarter ended June 30, 2000 (File No. 0-30512).
(43) Incorporated herein by reference to the Quarterly Report
of CH Energy Group, Inc. on Form 10-Q for the fiscal
quarter ended September 30, 2000 (File No. 0-30512).
(44) Incorporated herein by reference to the Annual Report of
CH Energy Group, Inc. on Form 10-K for the fiscal year
ended December 31, 2000 (File No. 0-30512).
* Exhibits preceded by an asterisk have heretofore been classified as
basic documents under previous Rule 24(b) of the SEC Rules of
Practice.
E-34