x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
|
Commission
File Number
|
Registrant, State of Incorporation
Address and Telephone Number
|
IRS Employer
Identification No.
|
||||
0-30512
|
CH Energy Group, Inc.
(Incorporated in New York)
284 South Avenue
Poughkeepsie, New York 12601-4839
(845) 452-2000
|
14-1804460
|
||||
1-3268
|
Central Hudson Gas & Electric Corporation
(Incorporated in New York)
284 South Avenue
Poughkeepsie, New York 12601-4839
(845) 452-2000
|
14-0555980
|
Title of each class
|
Name of each exchange on which registered
|
|
CH Energy Group, Inc.
Common Stock, $0.10 par value
|
New York Stock Exchange
|
Title of each class
|
|
Central Hudson Gas & Electric Corporation Cumulative Preferred Stock
4.50% Series
4.75% Series
|
CH Energy Group, Inc.
|
Yes þ
|
No o
|
|
Central Hudson Gas & Electric Corporation
|
Yes o
|
No þ
|
CH Energy Group, Inc.
|
Yes o
|
No þ
|
|
Central Hudson Gas & Electric Corporation
|
Yes o
|
No þ
|
CH Energy Group, Inc.
|
Yes þ
|
No o
|
|
Central Hudson Gas & Electric Corporation
|
Yes þ
|
No o
|
CH Energy Group, Inc.
|
Yes þ
|
No o
|
|
Central Hudson Gas & Electric Corporation
|
Yes þ
|
No o
|
CH Energy Group, Inc.
|
Central Hudson Gas & Electric Corporation
|
|
Large Accelerated Filer þ
|
Large Accelerated Filer o
|
|
Accelerated Filer o
|
Accelerated Filer o
|
|
Non-Accelerated Filer o
|
Non-Accelerated Filer þ
|
|
Smaller Reporting Company o
|
Smaller Reporting Company o
|
CH Energy Group, Inc.
|
Yes o
|
No þ
|
|
Central Hudson Gas & Electric Corporation
|
Yes o
|
No þ
|
CH Energy Group Companies and Investments
|
|
CHEC
|
Central Hudson Enterprises Corporation (the parent company of Griffith Energy Services, Inc. (not regulated by the PSC) and wholly owned subsidiary of CH Energy Group)
|
Griffith
|
Griffith Energy Services, Inc. (a wholly owned subsidiary of CHEC)
|
Lyonsdale
|
Lyonsdale Biomass, LLC (a former wholly owned subsidiary of CHEC)
|
CH-Auburn
|
CH-Auburn Energy, LLC (a former wholly owned subsidiary of CHEC)
|
CH-Greentree
|
CH-Greentree, LLC (a former wholly owned subsidiary of CHEC)
|
CH Shirley Wind
|
CH Shirley Wind, LLC (a former wholly owned subsidiary of CHEC which owned 90% controlling interest in Shirley Delaware, which owned 100% interest in Shirley Wind)
|
Shirley Delaware
|
Shirley Wind (Delaware), LLC (100% owner of Shirley Wind)
|
Shirley Wind
|
Shirley Wind, LLC (a 20 megawatt wind project)
|
Cornhusker Holdings
|
Cornhusker Energy Lexington Holdings, LLC (a former CHEC investment)
|
|
|
Regulators
|
|
NYS
|
New York State
|
PSC
|
NYS Public Service Commission
|
FERC
|
Federal Energy Regulatory Commission
|
DEC
|
NYS Department of Environmental Conservation
|
Terms Related to Business Operations Used By CH Energy Group
|
|
1993 PSC Policy
|
PSC's 1993 Statement of Policy regarding pension and other post-employment benefits
|
2009 Rate Order
|
Order Establishing Rate Plan issued by the PSC to Central Hudson on June 22, 2009
|
2010 Rate Order
|
Order Establishing Rate Plan issued by the PSC to Central Hudson on June 18, 2010
|
Dth
|
Decatherms
|
Distributed Generation
|
An electrical generating facility located at a customer's point of delivery which may be connected in parallel operation to the utility system
|
kWh
|
Kilowatt-hour(s)
|
Mcf
|
Thousand Cubic Feet
|
MGP
|
Manufactured Gas Plant
|
MW / MWh
|
Megawatt(s) / Megawatt-hour(s)
|
OPEB
|
Other Post-Employment Benefits
|
RDMs
|
Revenue Decoupling Mechanisms
|
Retirement Plan
|
Central Hudson's Non-Contributory Defined Benefit Retirement Income Plan
|
ROE
|
Return on Equity
|
ROW
|
Right-of-Way
|
Settlement Agreement
|
Amended and Restated Settlement Agreement dated January 2, 1998, and thereafter amended, among Central Hudson, PSC Staff, and Certain Other Parties
|
Temporary State Assessment
|
New York State Temporary State Energy and Utility Service Conservation Assessment required to be collected from April 4, 2009 to March 31, 2014
|
|
|
Other
|
|
COSO
|
Committee of Sponsoring Organizations of the Treadway Commission
|
EITF
|
FASB Emerging Issues Task Force
|
Exchange Act
|
Securities Exchange Act of 1934
|
GAAP
|
Accounting Principles Generally Accepted in the United States of America
|
NYISO
|
New York Independent System Operator
|
NYSERDA
|
New York State Energy Research and Development Authority
|
Registrants
|
CH Energy Group and Central Hudson
|
PART I
|
PAGE
|
|
2
|
||
11
|
||
15
|
||
15
|
||
17
|
||
17
|
||
PART II
|
|
|
18
|
||
22
|
||
24
|
||
86
|
||
88
|
||
188
|
||
188
|
||
188
|
||
PART III
|
|
|
189
|
||
201
|
||
252
|
||
256
|
||
259
|
||
PART IV
|
|
|
260
|
Sources of Energy
|
Aggregate Percentage of Energy Requirements
|
Costs in 2012
|
||||||
Purchased Electricity
|
98.0
|
%
|
$
|
172,499
|
||||
Hydroelectric and Other
|
2.0
|
15
|
||||||
Deferred Electricity Cost
|
3,207
|
|||||||
Total
|
100.0
|
%
|
$
|
175,721
|
|
2012
|
2013
|
||||||
Central Hudson
|
$
|
4.1
|
$
|
7.3
|
||||
Griffith
|
$
|
0.4
|
$
|
0.5
|
|
|
|
|
|
|
|
|
Date Commenced
|
||||
Executive Officers
|
|
Age
|
|
Current
|
and Prior Positions
|
|
CH Energy Group
|
|
Central Hudson
|
|
CHEC
|
|
Steven V. Lant
|
|
55
|
|
Chairman of the Board
|
|
Apr 2004
|
|
May 2004
|
|
May 2004
|
||
|
|
|
|
|
Chief Executive Officer
|
|
Jul 2003
|
|
Jul 2003
|
|
Jul 2003
|
|
|
|
|
|
|
President
|
|
Jul 2003
|
|
|
|
Jul 2003
|
|
|
|
|
|
|
Director
|
|
Feb 2002
|
|
Dec 1999
|
|
Dec 1999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James P. Laurito(1)
|
|
56
|
|
President
|
|
|
|
Jan 2010
|
|
|
||
|
|
|
|
|
Executive Vice President
|
|
Nov 2009
|
|
Nov 2009
|
|
|
|
|
|
|
|
|
Director
|
|
|
|
Nov 2009
|
|
Nov 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher M. Capone
|
|
50
|
|
President
|
|
|
|
|
|
Sep 2010
|
||
|
|
|
|
Executive Vice President
|
|
Jan 2007
|
|
Jan 2007
|
|
|
||
|
|
|
|
|
Director
|
|
|
|
Mar 2005
|
|
Mar 2007
|
|
|
|
|
|
|
Chief Financial Officer
|
|
Sep 2003
|
|
Sep 2003
|
|
Sep 2003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John E. Gould(2)
|
|
68
|
|
Executive Vice President and General Counsel
|
|
Oct 2009
|
|
Jan 2010
|
|
Jan 2010
|
||
|
|
|
|
|
Secretary
|
|
Mar 2007
|
|
Jun 2007
|
|
Jun 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denise D. VanBuren
|
|
51
|
|
Secretary
|
|
Dec 2009
|
|
Jan 2010
|
|
Jan 2010
|
||
|
|
|
|
Vice President - Corporate Communications
|
|
Dec 2009
|
|
Jan 2010
|
|
|
||
|
|
|
|
|
Vice President - Public Affairs and Energy Efficiency
|
|
Aug 2007
|
|
Aug 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles A. Freni, Jr.
|
|
53
|
|
Director
|
|
|
|
Mar 2011
|
|
|
||
|
|
|
|
|
Senior Vice President - Customer Services
|
|
|
|
Jan 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W. Randolph Groft
|
|
51
|
|
Executive Vice President
|
|
|
|
|
|
Jan 2003
|
||
|
|
|
|
|
Director
|
|
|
|
|
|
Jan 2003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kimberly J. Wright
|
|
45
|
|
Vice President - Accounting and Controller
|
|
May 2008
|
|
|
|
|
||
|
|
|
|
|
Controller
|
|
|
|
Oct 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
From 2003 to August 2009, served as the President and Chief Executive Officer of New York State Electric and Gas Corporation and of Rochester Gas and Electric Corporation; both companies are gas and electric utilities.
|
|||||||||||
(2)
|
Before October 2009, served as a partner of the law firm of Thompson Hine LLP.
|
·
|
Storms, natural disasters, wars, terrorist acts, cyber incidents, failure of critical equipment and other catastrophic events occurring both within and outside Central Hudson's and Griffith's service territories.
|
·
|
Bulk power system and gas transmission pipeline system capacity constraints could impact Central Hudson.
|
·
|
Unfavorable developments in the world oil markets could impact Griffith.
|
·
|
Third-party facility owner or supplier financial distress.
|
·
|
Unfavorable governmental actions or judicial orders.
|
·
|
Higher expenses than reflected in current rates. Higher expenses could result from, among other things, increases in taxes and assessments, unrecoverable storm restoration expense, labor, health care benefits or other expense components.
|
·
|
Penalties imposed by the PSC for the failure to achieve performance metrics in the rate plan, or violation of PSC Orders.
|
·
|
Higher electric and natural gas capital project costs resulting from escalation of labor, material and equipment prices, as well as potential delays in the siting and legislative and/or regulatory approval requirements associated with these projects.
|
·
|
A determination by the PSC that the cost to place a project in service is above a level which is deemed prudent.
|
·
|
Changes in customers' usage patterns driven by customer responses to product prices,
|
·
|
Economic conditions,
|
·
|
Energy efficiency programs, and/or
|
·
|
The loss of major customers, the loss of a large number of residential customers, or the addition of fewer new customers than expected.
|
·
|
An adverse impact on Griffith's ability to attract new full-service residential customers and retain existing full-service residential customers.
|
·
|
Sales volume reductions, and/or compressed margins.
|
·
|
Increased working capital requirements stemming from an increase in oil and/or propane prices.
|
Type of Electric Generating Plant
|
|
Year Placed in Service/Refurbished
|
|
MW(1) Net Capability
|
Hydroelectric (3 stations)
|
|
1920-1986
|
|
22.4
|
Gas turbine (2 stations)
|
|
1969-1970
|
|
42.5
|
Total
|
|
|
|
64.9
|
|
Indexed Returns
|
|||||||||||||||||||
|
Base Period
|
Years Ending
|
||||||||||||||||||
Company / Index
|
2007
|
2008
|
2009
|
2010
|
2011
|
2012
|
||||||||||||||
CH Energy Group, Inc.
|
$
|
100
|
$
|
122.13
|
$
|
105.86
|
$
|
128.11
|
$
|
159.47
|
$
|
184.52
|
||||||||
S&P 500 Index
|
$
|
100
|
$
|
63.00
|
$
|
79.67
|
$
|
91.68
|
$
|
93.61
|
$
|
108.59
|
||||||||
EEI Index
|
$
|
100
|
$
|
74.10
|
$
|
82.03
|
$
|
87.80
|
$
|
105.35
|
$
|
107.55
|
|
2012
|
2011
|
||||||||||||||||||||||
|
High
|
Low
|
Dividend
|
High
|
Low
|
Dividend
|
||||||||||||||||||
1st Quarter
|
$
|
67.48
|
$
|
54.76
|
$
|
0.555
|
$
|
50.75
|
$
|
47.44
|
$
|
0.540
|
||||||||||||
2nd Quarter
|
$
|
67.24
|
$
|
64.00
|
$
|
0.555
|
$
|
54.44
|
$
|
48.76
|
$
|
0.540
|
||||||||||||
3rd Quarter
|
$
|
65.74
|
$
|
64.72
|
$
|
0.555
|
$
|
57.12
|
$
|
48.00
|
$
|
0.540
|
||||||||||||
4th Quarter
|
$
|
65.69
|
$
|
64.48
|
$
|
0.555
|
$
|
59.67
|
$
|
50.55
|
$
|
0.555
|
|
|
|
|
Total Number of Shares Purchased(1)
|
|
Average Price Paid per Share(2)
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs(3)
|
|
October 1-31, 2012
|
|
1,038
|
|
$
|
65.35
|
|
-
|
|
-
|
||
November 1-30, 2012
|
1
|
390
|
|
$
|
64.83
|
|
-
|
|
-
|
||
December 1-31, 2012
|
|
1,611
|
|
$
|
65.07
|
|
-
|
|
-
|
||
Total
|
|
|
3,039
|
|
$
|
65.13
|
1
|
-
|
|
|
(1)
|
Consists of shares surrendered to CH Energy Group in satisfaction of tax withholdings on the vesting of restricted shares and performance shares.
|
(2)
|
Value at which reacquired shares of CH Energy Group's common stock credited on the date the stock was surrendered.
|
(3)
|
On July 31, 2007, the Board of Directors authorized the repurchase of up to 2,000,000 shares or approximately 13% of CH Energy Group's outstanding common stock on that date, from time to time, over the five year period ending July 31, 2012. Upon expiration, the Board of Directors elected to not extend the repurchase program.
|
|
2012
|
2011
|
2010
|
2009
|
2008
|
|||||||||||||||
Operating Revenues:
|
||||||||||||||||||||
Electric - Delivery
|
$
|
336,360
|
$
|
332,388
|
$
|
317,023
|
$
|
275,167
|
$
|
242,334
|
||||||||||
Electric - Supply
|
175,721
|
206,160
|
246,116
|
261,003
|
365,827
|
|||||||||||||||
Natural Gas - Delivery
|
83,158
|
85,196
|
81,606
|
66,916
|
59,897
|
|||||||||||||||
Natural Gas - Supply
|
49,276
|
76,778
|
75,189
|
107,221
|
129,649
|
|||||||||||||||
Competitive business subsidiaries
|
280,204
|
284,998
|
240,174
|
211,250
|
330,254
|
|||||||||||||||
Total
|
924,719
|
985,520
|
960,108
|
921,557
|
1,127,961
|
|||||||||||||||
|
||||||||||||||||||||
Operating Income
|
91,318
|
99,589
|
99,303
|
81,585
|
70,701
|
|||||||||||||||
|
||||||||||||||||||||
Income from continuing operations
|
39,847
|
43,184
|
40,330
|
33,597
|
30,968
|
|||||||||||||||
Income (loss) from discontinued operations, net of tax
|
-
|
3,126
|
(1,128
|
)
|
10,681
|
5,186
|
||||||||||||||
Preferred Stock redemption premium
|
342
|
-
|
-
|
-
|
-
|
|||||||||||||||
Dividends declared on Preferred Stock of subsidiary
|
624
|
970
|
970
|
970
|
970
|
|||||||||||||||
Net Income attributable to CH Energy Group
|
38,881
|
45,340
|
38,504
|
43,484
|
35,081
|
|||||||||||||||
Dividends Declared on Common Stock
|
33,169
|
33,291
|
34,161
|
34,119
|
34,086
|
|||||||||||||||
Change in Retained Earnings
|
5,712
|
12,049
|
4,343
|
9,365
|
995
|
|||||||||||||||
Retained Earnings - beginning of year
|
242,391
|
230,342
|
225,999
|
216,634
|
215,639
|
|||||||||||||||
Retained Earnings - end of year
|
$
|
248,103
|
$
|
242,391
|
$
|
230,342
|
$
|
225,999
|
$
|
216,634
|
||||||||||
|
||||||||||||||||||||
Common Share Data:
|
||||||||||||||||||||
Average shares outstanding - basic
|
14,909
|
15,278
|
15,785
|
15,775
|
15,768
|
|||||||||||||||
Income from continuing operations - basic
|
$
|
2.61
|
$
|
2.77
|
$
|
2.51
|
$
|
2.08
|
$
|
1.89
|
||||||||||
Income (loss) from discontinued operations - basic
|
$
|
-
|
$
|
0.20
|
$
|
(0.07
|
)
|
$
|
0.68
|
$
|
0.33
|
|||||||||
Net Income attributable to CH Energy Group - basic
|
$
|
2.61
|
$
|
2.97
|
$
|
2.44
|
$
|
2.76
|
$
|
2.22
|
||||||||||
Average shares outstanding - diluted
|
15,099
|
15,481
|
15,952
|
15,881
|
15,805
|
|||||||||||||||
Income from continuing operations - diluted
|
$
|
2.58
|
$
|
2.73
|
$
|
2.48
|
$
|
2.07
|
$
|
1.89
|
||||||||||
Income (loss) from discontinued operations - diluted
|
$
|
-
|
$
|
0.20
|
$
|
(0.07
|
)
|
$
|
0.68
|
$
|
0.33
|
|||||||||
Net Income attributable to CH Energy Group - diluted
|
$
|
2.58
|
$
|
2.93
|
$
|
2.41
|
$
|
2.74
|
$
|
2.22
|
||||||||||
Dividends declared per share
|
$
|
2.22
|
$
|
2.19
|
$
|
2.16
|
$
|
2.16
|
$
|
2.16
|
||||||||||
Book value per share (at year-end)
|
$
|
34.05
|
$
|
33.72
|
$
|
34.03
|
$
|
33.76
|
$
|
33.17
|
||||||||||
|
||||||||||||||||||||
Total Assets (at year-end)
|
$
|
1,784,949
|
$
|
1,720,234
|
$
|
1,729,275
|
$
|
1,697,883
|
$
|
1,730,183
|
||||||||||
Long-term Debt (at year-end)(2)
|
$
|
486,926
|
$
|
446,003
|
$
|
502,959
|
$
|
463,897
|
$
|
413,894
|
||||||||||
Cumulative Preferred Stock (at year-end)
|
$
|
9,027
|
$
|
21,027
|
$
|
21,027
|
$
|
21,027
|
$
|
21,027
|
||||||||||
Total CH Energy Group Common Shareholders' Equity (at year-end)
|
$
|
509,290
|
$
|
502,248
|
$
|
537,804
|
$
|
553,502
|
$
|
523,534
|
(1)
|
This summary should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in Item 8 - "Financial Statements and Supplementary Data" of this 10-K Annual Report.
|
(2)
|
Net of current maturities of long-term debt.
|
|
2012
|
2011
|
2010
|
2009
|
2008
|
|||||||||||||||
Operating Revenues
|
||||||||||||||||||||
Electric - Delivery
|
$
|
336,360
|
$
|
332,388
|
$
|
317,023
|
$
|
275,167
|
$
|
242,334
|
||||||||||
Electric - Supply
|
175,721
|
206,160
|
246,116
|
261,003
|
365,827
|
|||||||||||||||
Natural Gas - Delivery
|
83,158
|
85,196
|
81,606
|
66,916
|
59,897
|
|||||||||||||||
Natural Gas - Supply
|
49,276
|
76,778
|
75,189
|
107,221
|
129,649
|
|||||||||||||||
Total
|
644,515
|
700,522
|
719,934
|
710,307
|
797,707
|
|||||||||||||||
|
||||||||||||||||||||
Operating Income
|
98,513
|
95,526
|
94,848
|
76,338
|
67,344
|
|||||||||||||||
|
||||||||||||||||||||
Net Income
|
47,170
|
45,037
|
46,118
|
32,776
|
27,238
|
|||||||||||||||
|
||||||||||||||||||||
Preferred Stock Redemption Premium
|
342
|
-
|
-
|
-
|
-
|
|||||||||||||||
|
||||||||||||||||||||
Dividends Declared on Cumulative Preferred Stock
|
624
|
970
|
970
|
970
|
970
|
|||||||||||||||
|
||||||||||||||||||||
Income Available for Common Stock
|
46,204
|
44,067
|
45,148
|
31,806
|
26,268
|
|||||||||||||||
Dividends Declared to Parent - CH Energy Group
|
22,000
|
43,000
|
31,000
|
-
|
-
|
|||||||||||||||
Change in Retained Earnings
|
24,204
|
1,067
|
14,148
|
31,806
|
26,268
|
|||||||||||||||
Retained Earnings - beginning of year
|
165,965
|
164,898
|
150,750
|
118,944
|
92,676
|
|||||||||||||||
Retained Earnings - end of year
|
$
|
190,169
|
$
|
165,965
|
$
|
164,898
|
$
|
150,750
|
$
|
118,944
|
||||||||||
|
||||||||||||||||||||
Total Assets (at year-end)
|
$
|
1,660,367
|
$
|
1,592,503
|
$
|
1,539,074
|
$
|
1,485,600
|
$
|
1,492,196
|
||||||||||
Long-term Debt (at year-end)(2)
|
$
|
459,950
|
$
|
417,950
|
$
|
453,900
|
$
|
413,897
|
$
|
413,894
|
||||||||||
Cumulative Preferred Stock (at year-end)
|
$
|
9,027
|
$
|
21,027
|
$
|
21,027
|
$
|
21,027
|
$
|
21,027
|
||||||||||
Total Equity (at year-end)
|
$
|
469,661
|
$
|
445,295
|
$
|
444,228
|
$
|
430,080
|
$
|
373,274
|
(1)
|
This summary should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in Item 8 - "Financial Statements and Supplementary Data" of this 10-K Annual Report.
|
(2)
|
Net of current maturities of long-term debt.
|
|
Business Segments:
|
|||
|
|
(1)
|
Central Hudson's regulated electric utility business;
|
|
|
|
(2)
|
Central Hudson's regulated natural gas utility business;
|
|
|
|
(3)
|
Griffith's fuel distribution business;
|
|
|
|
|||
|
Other Businesses and Investments:
|
|||
|
|
(4)
|
CHEC's renewable energy investments and the holding company's activities, which consist primarily of financing its subsidiaries.
|
|
|
|
Central Hudson
|
|
Griffith
|
|
Other Businesses and Investments
|
·
|
Concentrate on energy distribution through Central Hudson in the Mid-Hudson Valley and through Griffith in the Mid-Atlantic region
|
·
|
Invest primarily in utility electric and natural gas transmission and distribution
|
·
|
Focus on risk management
|
-
|
Limit commodity exposure
|
-
|
Manage regulatory affairs effectively
|
-
|
Maintain a financial profile that supports a credit rating in the "A" category
|
-
|
Limit the impact of weather on Griffith's earnings
|
·
|
Target stable and predictable earnings, with growth trend expectations of 5% or more per year
|
·
|
Provide an annualized dividend that is approximately 65% to 70% of annual earnings
|
·
|
practicing continuous improvement in everything we do;
|
·
|
investing in transmission and infrastructure to enhance reliability, improve customer satisfaction and reduce risk;
|
·
|
moderating cost pressures that increase customer bill levels and variability; and
|
·
|
advocating on behalf of customers and other stakeholders.
|
·
|
practicing continuous improvement in everything we do;
|
·
|
growing through selective "tuck-in" acquisitions;
|
·
|
managing the impacts of weather on earnings; and
|
·
|
expanding its service offerings.
|
|
2012
|
2011
|
2010
|
|||||||||
Average shares outstanding:
|
||||||||||||
Basic
|
14,909
|
15,278
|
15,785
|
|||||||||
Diluted
|
15,099
|
15,481
|
15,952
|
|||||||||
|
||||||||||||
Earnings per share from continuing operations:
|
||||||||||||
Basic
|
$
|
2.61
|
$
|
2.77
|
$
|
2.51
|
||||||
Diluted
|
$
|
2.58
|
$
|
2.73
|
$
|
2.48
|
||||||
|
||||||||||||
Earnings per share from discontinued operations:
|
||||||||||||
Basic
|
$
|
-
|
$
|
0.20
|
$
|
(0.07
|
)
|
|||||
Diluted
|
$
|
-
|
$
|
0.20
|
$
|
(0.07
|
)
|
|||||
|
||||||||||||
Earnings per share:
|
||||||||||||
Basic
|
$
|
2.61
|
$
|
2.97
|
$
|
2.44
|
||||||
Diluted
|
$
|
2.58
|
$
|
2.93
|
$
|
2.41
|
||||||
|
||||||||||||
Return earned on average common equity
|
7.6
|
%
|
8.7
|
%
|
7.4
|
%
|
|
Year Ended December 31,
|
|||||||||||
|
2012
|
2011
|
Change
|
|||||||||
Central Hudson - Electric
|
$
|
2.50
|
$
|
2.22
|
$
|
0.28
|
||||||
Central Hudson - Natural Gas
|
0.60
|
0.66
|
(0.06
|
)
|
||||||||
Griffith
|
0.05
|
0.10
|
(0.05
|
)
|
||||||||
Other Businesses and Investments
|
(0.54
|
)
|
(0.01
|
)
|
(0.53
|
)
|
||||||
Total CH Energy Group Consolidated Earnings, as reported
|
$
|
2.61
|
$
|
2.97
|
$
|
(0.36
|
)
|
|||||
|
||||||||||||
Significant Events:
|
||||||||||||
Central Hudson
|
$
|
(0.13
|
)
|
$
|
(0.20
|
)
|
$
|
0.07
|
||||
Griffith
|
(0.12
|
)
|
-
|
(0.12
|
)
|
|||||||
Other Businesses and Investments
|
(0.57
|
)
|
(0.06
|
)
|
(0.51
|
)
|
||||||
Total Significant Events
|
$
|
(0.82
|
)
|
$
|
(0.26
|
)
|
$
|
(0.56
|
)
|
|||
|
||||||||||||
CH Energy Group Consolidated Adjusted Earnings Per Share (non-GAAP):
|
||||||||||||
Central Hudson
|
$
|
3.23
|
$
|
3.08
|
$
|
0.15
|
||||||
Griffith
|
0.17
|
0.10
|
0.07
|
|||||||||
Other Businesses and Investments
|
0.03
|
0.05
|
(0.02
|
)
|
||||||||
Total CH Energy Group Consolidated Adjusted Earnings Per Share (non-GAAP)
|
$
|
3.43
|
$
|
3.23
|
$
|
0.20
|
|
Year Ended December 31,
|
|||||||||||
|
2012
|
2011
|
Change
|
|||||||||
Central Hudson - Electric
|
$
|
2.50
|
$
|
2.22
|
$
|
0.28
|
||||||
Central Hudson - Natural Gas
|
0.60
|
0.66
|
(0.06
|
)
|
||||||||
Total Central Hudson Earnings
|
$
|
3.10
|
$
|
2.88
|
$
|
0.22
|
||||||
|
||||||||||||
Significant Events:
|
||||||||||||
Weather related restoration costs
|
$
|
-
|
$
|
(0.14
|
)
|
$
|
0.14
|
|||||
Storm Deferral Adjustment
|
(0.13
|
)
|
(0.17
|
)
|
0.04
|
|||||||
Energy efficiency incentives
|
-
|
0.11
|
(0.11
|
)
|
||||||||
Central Hudson Adjusted Earnings Per Share
|
$
|
3.23
|
$
|
3.08
|
$
|
0.15
|
||||||
|
||||||||||||
|
Change
|
|||||||||||
Delivery revenue
|
$
|
0.46
|
||||||||||
Share accretion due to fewer shares outstanding
|
0.07
|
|||||||||||
Lower trimming costs
|
0.06
|
|||||||||||
Higher depreciation
|
(0.17
|
)
|
||||||||||
Higher property and other taxes
|
(0.12
|
)
|
||||||||||
Higher operating expenses
|
(0.12
|
)
|
||||||||||
Higher other distribution maintenance
|
(0.06
|
)
|
||||||||||
Other
|
0.03
|
|||||||||||
|
$
|
0.15
|
(1)
|
Amount represents incremental costs incurred for weather related service restoration, including costs for outside contractor assistance in restoration efforts and higher than average internal expenses (such as overtime and materials), which did not meet the PSC criteria for deferral and therefore have not been deferred for future recovery from customers.
|
|
• In 2011, Central Hudson was impacted by several weather related events, which did not meet the PSC criteria for deferral, and as such the incremental restoration costs associated with these events impacted earnings.
• In December 2011 and during the first half of 2012, Central Hudson recorded additional expenses and reduced its deferred incremental storm restoration costs associated with the significant snow storm event in late October 2011 ("SnowFall") to adjust earnings so that the return on common equity for the twelve months ending June 30, 2012 would not exceed the authorized rate of return of 10%.
• In 2011, Central Hudson earned incentives upon achieving certain energy efficiency targets established by the PSC regarding its internal programs.
|
|
Year Ended December 31,
|
|||||||||||
|
2012
|
2011
|
Change
|
|||||||||
Griffith - Fuel Distribution Earnings
|
$
|
0.05
|
$
|
0.10
|
$
|
(0.05
|
)
|
|||||
|
||||||||||||
Significant Events:
|
||||||||||||
Weather impact on sales
|
$
|
(0.12
|
)
|
$
|
(0.02
|
)
|
$
|
(0.10
|
)
|
|||
Discontinued operations
|
-
|
0.02
|
(0.02
|
)
|
||||||||
Griffith Adjusted Earnings Per Share
|
$
|
0.17
|
$
|
0.10
|
$
|
0.07
|
||||||
|
||||||||||||
|
Change
|
|||||||||||
Gross margin on petroleum sales
|
$
|
0.07
|
||||||||||
Operating expenses
|
0.02
|
|||||||||||
Gross margin on services
|
0.02
|
|||||||||||
Acquisitions
|
0.02
|
|||||||||||
Weather-normalized sales (including conservation)
|
(0.06
|
)
|
||||||||||
|
$
|
0.07
|
|
Year Ended December 31,
|
|||||||||||
|
2012
|
2011
|
Change
|
|||||||||
Other Businesses & Investments Earnings
|
$
|
(0.54
|
)
|
$
|
(0.01
|
)
|
$
|
(0.53
|
)
|
|||
|
||||||||||||
|
||||||||||||
Significant Events:
|
||||||||||||
Renewable Investments:
|
||||||||||||
Wind investment impairment in 2011
|
$
|
-
|
$
|
(0.14
|
)
|
$
|
0.14
|
|||||
Payment for early retirement of debt
|
-
|
(0.11
|
)
|
0.11
|
||||||||
Operations
|
-
|
(0.09
|
)
|
0.09
|
||||||||
Tax impacts of divestitures
|
0.04
|
0.02
|
0.02
|
|||||||||
Federal tax grant benefit in 2011
|
-
|
0.17
|
(0.17
|
)
|
||||||||
Gain on divestitures
|
0.01
|
0.07
|
(0.06
|
)
|
||||||||
Income taxes related to deductions for prior periods
|
0.02
|
0.02
|
-
|
|||||||||
Merger related costs
|
(0.64
|
)
|
-
|
(0.64
|
)
|
|||||||
Other Businesses and Investments Adjusted Earnings Per Share
|
$
|
0.03
|
$
|
0.05
|
$
|
(0.02
|
)
|
|||||
|
||||||||||||
|
Change
|
|||||||||||
Lower net interest income
|
$
|
(0.03
|
)
|
|||||||||
Other
|
0.01
|
|||||||||||
|
$
|
(0.02
|
)
|
|
Year Ended December 31,
|
|||||||||||
|
2011
|
2010
|
Change
|
|||||||||
Central Hudson - Electric
|
$
|
2.22
|
$
|
2.10
|
$
|
0.12
|
||||||
Central Hudson - Natural Gas
|
0.66
|
0.76
|
(0.10
|
)
|
||||||||
Griffith
|
0.10
|
0.11
|
(0.01
|
)
|
||||||||
Other Businesses and Investments
|
(0.01
|
)
|
(0.53
|
)
|
0.52
|
|||||||
|
$
|
2.97
|
$
|
2.44
|
$
|
0.53
|
||||||
|
||||||||||||
Significant Events:
|
||||||||||||
Central Hudson
|
$
|
(0.12
|
)
|
$
|
0.12
|
$
|
(0.24
|
)
|
||||
Griffith
|
-
|
(0.02
|
)
|
0.02
|
||||||||
Other Businesses and Investments
|
(0.06
|
)
|
(0.44
|
)
|
0.38
|
|||||||
Total Significant Events:
|
$
|
(0.18
|
)
|
$
|
(0.34
|
)
|
$
|
0.16
|
||||
|
||||||||||||
CH Energy Group Consolidated Adjusted Earnings Per Share (non-GAAP)
|
||||||||||||
Central Hudson
|
$
|
3.00
|
$
|
2.74
|
$
|
0.26
|
||||||
Griffith
|
0.10
|
0.13
|
(0.03
|
)
|
||||||||
Other Businesses and Investments
|
0.05
|
(0.09
|
)
|
0.14
|
||||||||
Total CH Energy Group Consolidated Adjusted Earnings Per Share (non-GAAP)
|
$
|
3.15
|
$
|
2.78
|
$
|
0.37
|
|
Year Ended December 31,
|
|||||||||||
|
2011
|
2010
|
Change
|
|||||||||
Central Hudson - Electric
|
$
|
2.22
|
$
|
2.10
|
$
|
0.12
|
||||||
Central Hudson - Natural Gas
|
0.66
|
0.76
|
(0.10
|
)
|
||||||||
Total Central Hudson Earnings
|
$
|
2.88
|
$
|
2.86
|
$
|
0.02
|
||||||
|
||||||||||||
Significant Events:
|
||||||||||||
Uncollectible deferral in 2010
|
$
|
-
|
$
|
0.12
|
$
|
(0.12
|
)
|
|||||
Higher weather related restoration costs(1)
|
(0.31
|
)
|
-
|
(0.31
|
)
|
|||||||
Energy efficiency incentives
|
0.10
|
-
|
0.10
|
|||||||||
Share accretion
|
0.09
|
-
|
0.09
|
|||||||||
Central Hudson Adjusted Earnings Per Share
|
$
|
3.00
|
$
|
2.74
|
$
|
0.26
|
||||||
|
||||||||||||
|
Change
|
|||||||||||
Delivery revenue
|
$
|
0.42
|
||||||||||
Higher property and other taxes
|
(0.12
|
)
|
||||||||||
Higher depreciation
|
(0.11
|
)
|
||||||||||
Higher trimming costs
|
(0.02
|
)
|
||||||||||
Other
|
0.09
|
|||||||||||
|
$
|
0.26
|
(1)
|
Amount represents incremental costs incurred for weather related service restoration, including costs for outside contractor assistance in restoration efforts and higher than average internal expenses (such as overtime and materials), which did not meet the PSC criteria for deferral and therefore have not been deferred for future recovery from customers.
|
|
Year Ended December 31,
|
|||||||||||
|
2011
|
2010
|
Change
|
|||||||||
Griffith - Fuel Distribution Earnings
|
$
|
0.10
|
$
|
0.11
|
$
|
(0.01
|
)
|
|||||
|
||||||||||||
Significant Events:
|
||||||||||||
Discontinued operations
|
$
|
0.02
|
$
|
-
|
$
|
0.02
|
||||||
Weather impact on sales
|
(0.02
|
)
|
(0.02
|
)
|
-
|
|||||||
Griffith Adjusted Earnings Per Share
|
$
|
0.10
|
$
|
0.13
|
$
|
(0.03
|
)
|
|||||
|
||||||||||||
|
Change
|
|||||||||||
Weather normalized sales (including conservation)
|
$
|
(0.13
|
)
|
|||||||||
Gross margin on petroleum sales
|
0.09
|
|||||||||||
Operating expenses
|
0.03
|
|||||||||||
Other
|
(0.02
|
)
|
||||||||||
|
$
|
(0.03
|
)
|
|
Year Ended December 31,
|
|||||||||||
|
2011
|
2010
|
Change
|
|||||||||
Other Businesses & Investment Earnings
|
$
|
(0.01
|
)
|
$
|
(0.53
|
)
|
$
|
0.52
|
||||
|
||||||||||||
Significant Events:
|
||||||||||||
Ethanol investment impairment in 2010
|
$
|
-
|
$
|
(0.44
|
)
|
$
|
0.44
|
|||||
Biomass investment impairment in 2010
|
-
|
(0.08
|
)
|
0.08
|
||||||||
Wind investment impairment in 2011
|
(0.14
|
)
|
-
|
(0.14
|
)
|
|||||||
Gain from sales of renewable investments
|
0.17
|
-
|
0.17
|
|||||||||
Pre-payment penalty on early retirement of debt following 2011 divestiture
|
(0.11
|
)
|
-
|
(0.11
|
)
|
|||||||
Operations
|
(0.02
|
)
|
(0.03
|
)
|
0.01
|
|||||||
Tax impacts
|
0.02
|
-
|
0.02
|
|||||||||
Income taxes related to deductions for prior periods
|
0.02
|
0.11
|
(0.09
|
)
|
||||||||
Other Businesses and Investments Adjusted Earnings Per Share
|
$
|
0.05
|
$
|
(0.09
|
)
|
$
|
0.14
|
|||||
|
||||||||||||
|
Change
|
|||||||||||
Higher interest income
|
$
|
0.05
|
||||||||||
Lower interest income
|
0.02
|
|||||||||||
Lower income taxes
|
0.05
|
|||||||||||
Other
|
0.02
|
|||||||||||
|
$
|
0.14
|
|
Year Ended December 31,
|
Increase/(Decrease) in
|
||||||||||||||
|
2012
|
2011
|
Amount
|
Percent
|
||||||||||||
Operating Revenues
|
$
|
644,515
|
$
|
700,522
|
$
|
(56,007
|
)
|
(8.0
|
)%
|
|||||||
|
||||||||||||||||
Operating Expenses:
|
||||||||||||||||
Purchased electricity, fuel and natural gas
|
224,997
|
282,938
|
(57,941
|
)
|
(20.5
|
)
|
||||||||||
Depreciation and amortization
|
38,139
|
35,475
|
2,664
|
7.5
|
||||||||||||
Other operating expenses
|
282,866
|
286,583
|
(3,717
|
)
|
(1.3
|
)
|
||||||||||
Total Operating Expenses
|
546,002
|
604,996
|
(58,994
|
)
|
(9.8
|
)
|
||||||||||
Operating Income
|
98,513
|
95,526
|
2,987
|
3.1
|
||||||||||||
Other Income, net
|
7,104
|
6,879
|
225
|
3.3
|
||||||||||||
Interest Charges
|
29,656
|
29,191
|
465
|
1.6
|
||||||||||||
Income before income taxes
|
75,961
|
73,214
|
2,747
|
3.8
|
||||||||||||
Income Taxes
|
28,791
|
28,177
|
614
|
2.2
|
||||||||||||
Net income
|
$
|
47,170
|
$
|
45,037
|
$
|
2,133
|
4.7
|
%
|
|
Year Ended December 31,
|
Increase/(Decrease) in
|
||||||||||||||
|
2011
|
2010
|
Amount
|
Percent
|
||||||||||||
Operating Revenues
|
$
|
700,522
|
$
|
719,934
|
$
|
(19,412
|
)
|
(2.7
|
)%
|
|||||||
|
||||||||||||||||
Operating Expenses:
|
||||||||||||||||
Purchased electricity, fuel and natural gas
|
282,938
|
321,305
|
(38,367
|
)
|
(11.9
|
)
|
||||||||||
Depreciation and amortization
|
35,475
|
33,815
|
1,660
|
4.9
|
||||||||||||
Other operating expenses
|
286,583
|
269,966
|
16,617
|
6.2
|
||||||||||||
Total Operating Expenses
|
604,996
|
625,086
|
(20,090
|
)
|
(3.2
|
)
|
||||||||||
Operating Income
|
95,526
|
94,848
|
678
|
0.7
|
||||||||||||
Other Income, net
|
6,879
|
3,282
|
3,597
|
109.6
|
||||||||||||
Interest Charges
|
29,191
|
25,848
|
3,343
|
12.9
|
||||||||||||
Income before income taxes
|
73,214
|
72,282
|
932
|
1.3
|
||||||||||||
Income Taxes
|
28,177
|
26,164
|
2,013
|
7.7
|
||||||||||||
Net income
|
$
|
45,037
|
$
|
46,118
|
$
|
(1,081
|
)
|
(2.3
|
)%
|
|
Actual Deliveries
|
Weather Normalized Deliveries(1)
|
||||||||||||||||||||||||||||||
|
Year Ended
|
Year Ended
|
||||||||||||||||||||||||||||||
|
December 31,
|
Variation in
|
December 31,
|
Variation in
|
||||||||||||||||||||||||||||
|
2012
|
2011
|
Amount
|
Percent
|
2012
|
2011
|
Amount
|
Percent
|
||||||||||||||||||||||||
Residential
|
2,044
|
2,113
|
(69
|
)
|
(3
|
)%
|
2,052
|
2,064
|
(12
|
)
|
(1
|
)%
|
||||||||||||||||||||
Commercial
|
1,931
|
1,962
|
(31
|
)
|
(2
|
)
|
1,923
|
1,939
|
(16
|
)
|
(1
|
)
|
||||||||||||||||||||
Industrial and other
|
1,094
|
1,114
|
(20
|
)
|
(2
|
)
|
1,092
|
1,111
|
(19
|
)
|
(2
|
)
|
||||||||||||||||||||
Total Deliveries
|
5,069
|
5,189
|
(120
|
)
|
(2
|
)%
|
5,067
|
5,114
|
(47
|
)
|
(1
|
)%
|
|
Actual Deliveries
|
Weather Normalized Deliveries(1)
|
||||||||||||||||||||||||||||||
|
Year Ended
|
Year Ended
|
||||||||||||||||||||||||||||||
|
December 31,
|
Variation in
|
December 31,
|
Variation in
|
||||||||||||||||||||||||||||
|
2011
|
2010
|
Amount
|
Percent
|
2011
|
2010
|
Amount
|
Percent
|
||||||||||||||||||||||||
Residential
|
2,113
|
2,092
|
21
|
1
|
%
|
2,064
|
2,053
|
11
|
1
|
%
|
||||||||||||||||||||||
Commercial
|
1,962
|
1,968
|
(6
|
)
|
-
|
1,939
|
1,946
|
(7
|
)
|
-
|
||||||||||||||||||||||
Industrial and other
|
1,114
|
1,150
|
(36
|
)
|
(3
|
)
|
1,111
|
1,149
|
(38
|
)
|
(3
|
)
|
||||||||||||||||||||
Total Deliveries
|
5,189
|
5,210
|
(21
|
)
|
-
|
%
|
5,114
|
5,148
|
(34
|
)
|
(1
|
)%
|
(1)
|
Central Hudson uses an internal analysis based on historical weather data to remove the estimated impacts of weather on delivery volumes.
|
|
Actual Deliveries
|
Weather Normalized Deliveries(1)
|
||||||||||||||||||||||||||||||
|
Year Ended
|
Year Ended
|
||||||||||||||||||||||||||||||
|
December 31,
|
Variation in
|
December 31,
|
Variation in
|
||||||||||||||||||||||||||||
|
2012
|
2011
|
Amount
|
Percent
|
2012
|
2011
|
Amount
|
Percent
|
||||||||||||||||||||||||
Residential
|
4,314
|
5,169
|
(855
|
)
|
(17
|
)%
|
5,172
|
5,272
|
(100
|
)
|
(2
|
)%
|
||||||||||||||||||||
Commercial
|
5,027
|
5,743
|
(716
|
)
|
(12
|
)
|
5,740
|
5,873
|
(133
|
)
|
(2
|
)
|
||||||||||||||||||||
Industrial and other
|
298
|
422
|
(124
|
)
|
(29
|
)
|
348
|
430
|
(82
|
)
|
(19
|
)
|
||||||||||||||||||||
Total Deliveries
|
9,639
|
11,334
|
(1,695
|
)
|
(15
|
)%
|
11,260
|
11,575
|
(315
|
)
|
(3
|
)%
|
|
Actual Deliveries
|
Weather Normalized Deliveries(1)
|
||||||||||||||||||||||||||||||
|
Year Ended
|
Year Ended
|
||||||||||||||||||||||||||||||
|
December 31,
|
Variation in
|
December 31,
|
Variation in
|
||||||||||||||||||||||||||||
|
2011
|
2010
|
Amount
|
Percent
|
2011
|
2010
|
Amount
|
Percent
|
||||||||||||||||||||||||
Residential
|
5,169
|
4,802
|
367
|
8
|
%
|
5,272
|
5,081
|
191
|
4
|
%
|
||||||||||||||||||||||
Commercial
|
5,743
|
5,238
|
505
|
10
|
5,873
|
5,474
|
399
|
7
|
||||||||||||||||||||||||
Industrial and other
|
422
|
403
|
19
|
5
|
430
|
421
|
9
|
2
|
||||||||||||||||||||||||
Total Deliveries
|
11,334
|
10,443
|
891
|
9
|
%
|
11,575
|
10,976
|
599
|
5
|
%
|
(1)
|
Central Hudson uses an internal analysis based on historical weather data to remove the estimated impacts of weather on delivery volumes.
|
|
Year Ended
|
Year Ended
|
||||||||||||||||||||||
|
December 31,
|
Increase /
|
December 31,
|
Increase /
|
||||||||||||||||||||
|
2012
|
2011
|
(Decrease)
|
2011
|
2010
|
(Decrease)
|
||||||||||||||||||
Revenues with Matching Expense Offsets:(1)
|
||||||||||||||||||||||||
Energy cost adjustment
|
$
|
171,735
|
$
|
201,731
|
$
|
(29,996
|
)
|
$
|
201,731
|
$
|
241,709
|
$
|
(39,978
|
)
|
||||||||||
Sales to others for resale
|
3,986
|
4,429
|
(443
|
)
|
4,429
|
4,407
|
22
|
|||||||||||||||||
Other revenues with matching offsets
|
81,960
|
83,533
|
(1,573
|
)
|
83,533
|
81,678
|
1,855
|
|||||||||||||||||
Subtotal
|
257,681
|
289,693
|
(32,012
|
)
|
289,693
|
327,794
|
(38,101
|
)
|
||||||||||||||||
|
||||||||||||||||||||||||
Revenues Impacting Earnings:
|
||||||||||||||||||||||||
Customer sales
|
236,283
|
230,272
|
6,011
|
230,272
|
220,338
|
9,934
|
||||||||||||||||||
Energy efficiency incentives
|
-
|
2,719
|
(2,719
|
)
|
2,719
|
-
|
2,719
|
|||||||||||||||||
RDM and other regulatory mechanisms
|
9,283
|
5,652
|
3,631
|
5,652
|
4,753
|
899
|
||||||||||||||||||
Pole attachments and other rents
|
4,466
|
4,215
|
251
|
4,215
|
4,085
|
130
|
||||||||||||||||||
Finance charges
|
2,983
|
3,428
|
(445
|
)
|
3,428
|
3,297
|
131
|
|||||||||||||||||
Other revenues
|
1,385
|
2,569
|
(1,184
|
)
|
2,569
|
2,872
|
(303
|
)
|
||||||||||||||||
Subtotal
|
254,400
|
248,855
|
5,545
|
248,855
|
235,345
|
13,510
|
||||||||||||||||||
|
||||||||||||||||||||||||
Total Electric Revenues
|
$
|
512,081
|
$
|
538,548
|
$
|
(26,467
|
)
|
$
|
538,548
|
$
|
563,139
|
$
|
(24,591
|
)
|
(1)
|
Revenues with matching offsets do not affect earnings since they offset related costs, the most significant being energy cost adjustment revenues, which provide for the recovery of purchased electricity costs. Other related costs include authorized business expenses recovered through rates and the cost of special programs authorized by the PSC and funded with certain available credits. Changes in revenues from electric sales to other entities for resale also do not affect earnings since any related profits or losses are returned or charged, respectively, to customers.
|
|
Year Ended
|
Year Ended
|
||||||||||||||||||||||
|
December 31,
|
Increase /
|
December 31,
|
Increase /
|
||||||||||||||||||||
|
2012
|
2011
|
(Decrease)
|
2011
|
2010
|
(Decrease)
|
||||||||||||||||||
Revenues with Matching Expense Offsets:(1)
|
||||||||||||||||||||||||
Energy cost adjustment
|
$
|
30,019
|
$
|
57,120
|
$
|
(27,101
|
)
|
$
|
57,120
|
$
|
52,689
|
$
|
4,431
|
|||||||||||
Sales to others for resale
|
19,797
|
20,228
|
(431
|
)
|
20,228
|
23,023
|
(2,795
|
)
|
||||||||||||||||
Other revenues with matching offsets
|
18,476
|
21,420
|
(2,944
|
)
|
21,420
|
19,360
|
2,060
|
|||||||||||||||||
Subtotal
|
68,292
|
98,768
|
(30,476
|
)
|
98,768
|
95,072
|
3,696
|
|||||||||||||||||
|
||||||||||||||||||||||||
Revenues Impacting Earnings:
|
||||||||||||||||||||||||
Customer sales
|
55,872
|
59,053
|
(3,181
|
)
|
59,053
|
52,665
|
6,388
|
|||||||||||||||||
RDM and other regulatory mechanisms
|
4,301
|
(192
|
)
|
4,493
|
(192
|
)
|
5,398
|
(5,590
|
)
|
|||||||||||||||
Interruptible profits
|
2,522
|
2,527
|
(5
|
)
|
2,527
|
2,325
|
202
|
|||||||||||||||||
Finance charges
|
830
|
1,117
|
(287
|
)
|
1,117
|
1,005
|
112
|
|||||||||||||||||
Other revenues
|
617
|
701
|
(84
|
)
|
701
|
330
|
371
|
|||||||||||||||||
Subtotal
|
64,142
|
63,206
|
936
|
63,206
|
61,723
|
1,483
|
||||||||||||||||||
|
||||||||||||||||||||||||
Total Natural Gas Revenues
|
$
|
132,434
|
$
|
161,974
|
$
|
(29,540
|
)
|
$
|
161,974
|
$
|
156,795
|
$
|
5,179
|
(1)
|
Revenues with matching offsets do not affect earnings since they offset related costs, the most significant being energy cost adjustment revenues, which provide for the recovery of purchased natural gas costs. Other related costs include authorized business expenses recovered through rates and the cost of special programs authorized by the PSC and funded with certain available credits. For natural gas sales to other entities for resale, 85% of such profits are returned to customers.
|
|
Year Ended
|
Year Ended
|
||||||||||||||||||||||
|
December 31,
|
Increase /
|
December 31,
|
Increase /
|
||||||||||||||||||||
|
2012
|
2011
|
(Decrease)
|
2011
|
2010
|
(Decrease)
|
||||||||||||||||||
Expenses Currently Matched to Revenues:(1)
|
||||||||||||||||||||||||
Purchased electricity
|
$
|
175,721
|
$
|
206,160
|
$
|
(30,439
|
)
|
$
|
206,160
|
$
|
246,116
|
$
|
(39,956
|
)
|
||||||||||
Purchased natural gas
|
49,816
|
77,348
|
(27,532
|
)
|
77,348
|
75,712
|
1,636
|
|||||||||||||||||
Temporary State Assessment
|
19,739
|
20,524
|
(785
|
)
|
20,524
|
18,781
|
1,743
|
|||||||||||||||||
Pension
|
22,175
|
25,826
|
(3,651
|
)
|
25,826
|
28,539
|
(2,713
|
)
|
||||||||||||||||
OPEB
|
6,682
|
6,634
|
48
|
6,634
|
6,722
|
(88
|
)
|
|||||||||||||||||
NYS energy programs
|
26,573
|
27,722
|
(1,149
|
)
|
27,722
|
25,640
|
2,082
|
|||||||||||||||||
MGP site remediations
|
4,577
|
4,488
|
89
|
4,488
|
3,624
|
864
|
||||||||||||||||||
Other matched expenses
|
20,690
|
19,759
|
931
|
19,759
|
17,732
|
2,027
|
||||||||||||||||||
Subtotal
|
325,973
|
388,461
|
(62,488
|
)
|
388,461
|
422,866
|
(34,405
|
)
|
||||||||||||||||
|
||||||||||||||||||||||||
Other Expense Variations:
|
||||||||||||||||||||||||
Tree trimming
|
13,402
|
14,898
|
(1,496
|
)
|
14,898
|
14,354
|
544
|
|||||||||||||||||
Other distribution maintenance
|
8,962
|
7,458
|
1,504
|
7,458
|
7,360
|
98
|
||||||||||||||||||
Property and school taxes(2)
|
38,062
|
35,064
|
2,998
|
35,064
|
31,173
|
3,891
|
||||||||||||||||||
Weather related service restoration (3)
|
9,615
|
15,090
|
(5,475
|
)
|
15,090
|
7,062
|
8,028
|
|||||||||||||||||
Depreciation
|
38,139
|
35,475
|
2,664
|
35,475
|
33,815
|
1,660
|
||||||||||||||||||
Uncollectible expense
|
5,616
|
7,157
|
(1,541
|
)
|
7,157
|
7,644
|
(487
|
)
|
||||||||||||||||
Uncollectible deferrals
|
-
|
-
|
-
|
-
|
(3,702
|
)
|
3,702
|
|||||||||||||||||
Purchased natural gas incentive arrangements
|
(540
|
)
|
(570
|
)
|
30
|
(570
|
)
|
(523
|
)
|
(47
|
)
|
|||||||||||||
Other expenses
|
106,773
|
101,963
|
4,810
|
101,963
|
105,037
|
(3,074
|
)
|
|||||||||||||||||
Subtotal
|
220,029
|
216,535
|
3,494
|
216,535
|
202,220
|
14,315
|
||||||||||||||||||
Total Operating Expenses
|
$
|
546,002
|
$
|
604,996
|
$
|
(58,994
|
)
|
$
|
604,996
|
$
|
625,086
|
$
|
(20,090
|
)
|
(1)
|
Includes expenses that, in accordance with the 2010 Rate Order, are adjusted in the current period to equal the revenues earned for the applicable expenses.
|
(2)
|
In accordance with the 2010 Rate Order, Central Hudson is authorized to defer 90% of any difference between actual property tax expense and the amounts provided in rates for each Rate Year.
|
(3)
|
Years ended December 31, 2012, 2011 and 2010 do not include $9.7 million, $15.3 million and $19.7 million, respectively of incremental storms costs which met the PSC criteria for deferral accounting and therefore were deferred for future recovery from customers. See further discussions within Regulatory Matters - PSC Proceedings related to these significant storm events.
|
|
2012
|
2011
|
2010
|
|||||||||
Long-Term Debt:
|
||||||||||||
Debt retired
|
$
|
36,000
|
$
|
33,400
|
$
|
106,150
|
||||||
Debt issued
|
$
|
72,000
|
$
|
33,400
|
$
|
122,150
|
||||||
Outstanding at year-end:
|
||||||||||||
Amount (including current portion)
|
$
|
489,950
|
$
|
453,950
|
$
|
453,900
|
||||||
Weighted average interest rate
|
4.93
|
%
|
5.12
|
%
|
5.28
|
%
|
||||||
Short-Term Debt:
|
||||||||||||
Average daily amount outstanding
|
$
|
12,697
|
$
|
1,151
|
$
|
12,007
|
||||||
Weighted average interest rate
|
1.08
|
%
|
0.72
|
%
|
0.61
|
%
|
||||||
Overall weighted average interest rate
|
4.83
|
%
|
5.11
|
%
|
5.16
|
%
|
|
Year Ended December 31,
|
Increase/(Decrease) in
|
||||||||||||||
|
2012
|
2011
|
Amount
|
Percent
|
||||||||||||
Operating Revenues
|
$
|
924,719
|
$
|
985,520
|
$
|
(60,801
|
)
|
(6.2
|
)%
|
|||||||
Operating Expenses:
|
||||||||||||||||
Purchased electricity, fuel, natural gas and petroleum
|
449,993
|
511,094
|
(61,101
|
)
|
(12.0
|
)
|
||||||||||
Depreciation and amortization
|
42,781
|
40,055
|
2,726
|
6.8
|
||||||||||||
Merger related costs
|
10,058
|
-
|
10,058
|
N/
|
A
|
|||||||||||
Other operating expenses
|
330,569
|
334,782
|
(4,213
|
)
|
(1.3
|
)
|
||||||||||
Total Operating Expenses
|
833,401
|
885,931
|
(52,530
|
)
|
(5.9
|
)
|
||||||||||
Operating Income
|
91,318
|
99,589
|
(8,271
|
)
|
(8.3
|
)
|
||||||||||
Other Income (Deductions), net
|
7,178
|
2,566
|
4,612
|
179.7
|
||||||||||||
Interest Charges
|
31,741
|
35,158
|
(3,417
|
)
|
(9.7
|
)
|
||||||||||
Income before income taxes, non-controlling interest and preferred dividends of subsidiary
|
66,755
|
66,997
|
(242
|
)
|
(0.4
|
)
|
||||||||||
Income Taxes
|
26,908
|
23,813
|
3,095
|
13.0
|
||||||||||||
Net income from continuing operations
|
39,847
|
43,184
|
(3,337
|
)
|
(7.7
|
)
|
||||||||||
Net income from discontinued operations, net of tax
|
-
|
3,126
|
(3,126
|
)
|
(100.0
|
)
|
||||||||||
Dividends declared on Preferred Stock of subsidiary
|
624
|
970
|
(346
|
)
|
(35.7
|
)
|
||||||||||
Preferred Stock Redemption Premium
|
342
|
-
|
342
|
N/A
|
|
|||||||||||
Net income attributable to CH Energy Group
|
$
|
38,881
|
$
|
45,340
|
$
|
(6,459
|
)
|
(14.2
|
)%
|
|
Year Ended December 31,
|
Increase/(Decrease) in
|
||||||||||||||
|
2011
|
2010
|
Amount
|
Percent
|
||||||||||||
Operating Revenues
|
$
|
985,520
|
$
|
960,108
|
$
|
25,412
|
2.6
|
%
|
||||||||
Operating Expenses:
|
||||||||||||||||
Purchased electricity, fuel, natural gas and petroleum
|
511,094
|
504,058
|
7,036
|
1.4
|
||||||||||||
Depreciation and amortization
|
40,055
|
38,275
|
1,780
|
4.7
|
||||||||||||
Other operating expenses
|
334,782
|
318,472
|
16,310
|
5.1
|
||||||||||||
Total Operating Expenses
|
885,931
|
860,805
|
25,126
|
2.9
|
||||||||||||
Operating Income
|
99,589
|
99,303
|
286
|
0.3
|
||||||||||||
Other Income (Deductions), net
|
2,566
|
(10,674
|
)
|
13,240
|
124.0
|
|||||||||||
Interest Charges
|
35,158
|
29,085
|
6,073
|
20.9
|
||||||||||||
Income before income taxes, non-controlling interest and preferred dividends of subsidiary
|
66,997
|
59,544
|
7,453
|
12.5
|
||||||||||||
Income Taxes
|
23,813
|
19,214
|
4,599
|
23.9
|
||||||||||||
Net income from continuing operations
|
43,184
|
40,330
|
2,854
|
7.1
|
||||||||||||
Net income (loss) from discontinued operations, net of tax
|
3,126
|
(1,128
|
)
|
4,254
|
377.1
|
|||||||||||
Non-controlling interest in subsidiary
|
-
|
(272
|
)
|
272
|
100.0
|
|||||||||||
Dividends declared on Preferred Stock of subsidiary
|
970
|
970
|
-
|
-
|
||||||||||||
Net income attributable to CH Energy Group
|
$
|
45,340
|
$
|
38,504
|
$
|
6,836
|
17.8
|
%
|
|
Actual Deliveries
|
Weather Normalized Deliveries(1)
|
||||||||||||||||||||||||||||||
|
Year Ended
December 31,
|
Increase /
(Decrease) in
|
Year Ended
December 31,
|
Increase /
(Decrease) in
|
||||||||||||||||||||||||||||
|
2012
|
2011
|
Amount
|
Percent
|
2012
|
2011
|
Amount
|
Percent
|
||||||||||||||||||||||||
Heating Oil:
|
||||||||||||||||||||||||||||||||
Base company volume(2)
|
24,169
|
30,255
|
(6,086
|
)
|
(20
|
)%
|
29,377
|
31,408
|
(2,031
|
)
|
(6
|
)%
|
||||||||||||||||||||
Acquisitions volume
|
779
|
466
|
313
|
67
|
950
|
717
|
233
|
32
|
||||||||||||||||||||||||
Total Heating Oil
|
24,948
|
30,721
|
(5,773
|
)
|
(19
|
)
|
30,327
|
32,125
|
(1,798
|
)
|
(6
|
)
|
||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Motor Fuels:
|
||||||||||||||||||||||||||||||||
Base company volume(2)
|
44,102
|
42,311
|
1,791
|
4
|
44,102
|
42,311
|
1,791
|
4
|
||||||||||||||||||||||||
Acquisitions volume
|
2,937
|
2,935
|
2
|
-
|
2,937
|
2,935
|
2
|
-
|
||||||||||||||||||||||||
Total Motor Fuels
|
47,039
|
45,246
|
1,793
|
4
|
47,039
|
45,246
|
1,793
|
4
|
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Propane and Other:
|
||||||||||||||||||||||||||||||||
Base company volume(2)
|
753
|
1,012
|
(259
|
)
|
(26
|
)
|
893
|
1,055
|
(162
|
)
|
(15
|
)
|
||||||||||||||||||||
Total Propane and Other
|
753
|
1,012
|
(259
|
)
|
(26
|
)
|
893
|
1,055
|
(162
|
)
|
(15
|
)
|
||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Total:
|
||||||||||||||||||||||||||||||||
Base company volume(2)
|
69,024
|
73,578
|
(4,554
|
)
|
(6
|
)
|
74,372
|
74,774
|
(402
|
)
|
(1
|
)
|
||||||||||||||||||||
Acquisitions volume
|
3,716
|
3,401
|
315
|
9
|
3,887
|
3,652
|
235
|
6
|
||||||||||||||||||||||||
Total
|
72,740
|
76,979
|
(4,239
|
)
|
(6
|
)%
|
78,259
|
78,426
|
(167
|
)
|
-
|
%
|
(1)
|
Griffith uses an internal analysis based on historical weather data to remove the estimated impacts of weather on delivery volumes.
|
|
(2)
|
For the purpose of this chart, "Base company" excludes any impact from acquisitions made by Griffith in 2012 and 2011.
|
|
|
Actual Deliveries
|
Weather Normalized Deliveries(1)
|
||||||||||||||||||||||||||||||
|
Year Ended December 31,
|
Increase /
(Decrease) in
|
Year Ended December 31,
|
Increase /
(Decrease) in
|
||||||||||||||||||||||||||||
|
2011
|
2010
|
Amount
|
Percent
|
2011
|
2010
|
Amount
|
Percent
|
||||||||||||||||||||||||
Heating Oil:
|
||||||||||||||||||||||||||||||||
Base company volume(2)
|
29,891
|
35,189
|
(5,298
|
)
|
(15
|
)%
|
31,256
|
35,048
|
(3,792
|
)
|
(11
|
)%
|
||||||||||||||||||||
Acquisitions volume
|
830
|
179
|
651
|
364
|
869
|
178
|
691
|
388
|
||||||||||||||||||||||||
Total Heating Oil
|
30,721
|
35,368
|
(4,647
|
)
|
(13
|
)
|
32,125
|
35,226
|
(3,101
|
)
|
(9
|
)
|
||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Motor Fuels:
|
||||||||||||||||||||||||||||||||
Base company volume(2)
|
42,257
|
45,774
|
(3,517
|
)
|
(8
|
)
|
42,257
|
45,774
|
(3,517
|
)
|
(8
|
)
|
||||||||||||||||||||
Acquisitions volume
|
2,989
|
22
|
2,967
|
▲
|
2,989
|
22
|
2,967
|
▲
|
||||||||||||||||||||||||
Total Motor Fuels
|
45,246
|
45,796
|
(550
|
)
|
(1
|
)
|
45,246
|
45,796
|
(550
|
)
|
(1
|
)
|
||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Propane and Other:
|
||||||||||||||||||||||||||||||||
Base company volume(2)
|
1,012
|
1,104
|
(92
|
)
|
(8
|
)
|
1,055
|
1,100
|
(45
|
)
|
(4
|
)
|
||||||||||||||||||||
Total Propane and Other
|
1,012
|
1,104
|
(92
|
)
|
(8
|
)
|
1,055
|
1,100
|
(45
|
)
|
(4
|
)
|
||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Total:
|
||||||||||||||||||||||||||||||||
Base company volume(2)
|
73,160
|
82,067
|
(8,907
|
)
|
(11
|
)
|
74,568
|
81,922
|
(7,354
|
)
|
(9
|
)
|
||||||||||||||||||||
Acquisitions volume
|
3,819
|
201
|
3,618
|
▲
|
3,858
|
200
|
3,658
|
▲
|
||||||||||||||||||||||||
Total
|
76,979
|
82,268
|
(5,289
|
)
|
(6
|
)%
|
78,426
|
82,122
|
(3,696
|
)
|
(5
|
)%
|
(1)
|
Griffith uses an internal analysis based on historical weather data to remove the estimated impacts of weather on delivery volumes.
|
||||||||||||||||||||||
(2)
|
For the purpose of this chart, "Base company" excludes any impact from acquisitions made by Griffith in 2011 and 2010.
|
||||||||||||||||||||||
▲
|
Percentage change greater than 500%
|
|
Year Ended December 31,
|
|||||||||||||||||||||||
|
2012
|
2011
|
2010
|
|||||||||||||||||||||
|
Actual
|
Weather
Normalized
|
Actual
|
Weather
Normalized
|
Actual
|
Weather
Normalized
|
||||||||||||||||||
Heating Oil:
|
||||||||||||||||||||||||
Base company
|
33
|
%
|
38
|
%
|
39
|
%
|
40
|
%
|
43
|
%
|
43
|
%
|
||||||||||||
Acquisitions
|
1
|
%
|
1
|
%
|
1
|
%
|
1
|
%
|
-
|
%
|
-
|
%
|
||||||||||||
Motor Fuels:
|
||||||||||||||||||||||||
Base company
|
61
|
%
|
56
|
%
|
55
|
%
|
54
|
%
|
56
|
%
|
56
|
%
|
||||||||||||
Acquisitions
|
4
|
%
|
4
|
%
|
4
|
%
|
4
|
%
|
-
|
%
|
-
|
%
|
||||||||||||
Propane and Other:
|
||||||||||||||||||||||||
Base company
|
1
|
%
|
1
|
%
|
1
|
%
|
1
|
%
|
1
|
%
|
1
|
%
|
||||||||||||
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
|
Year Ended December 31,
|
|||||||||||||||||||||||
Product and Service Line
|
2012
|
2011
|
2010
|
|||||||||||||||||||||
Heating oil - Base company
|
$
|
19,933
|
40
|
%
|
$
|
23,665
|
47
|
%
|
$
|
25,341
|
50
|
%
|
||||||||||||
Heating oil - Acquisitions
|
561
|
1
|
291
|
1
|
-
|
-
|
||||||||||||||||||
Motor fuels - Base company
|
10,728
|
22
|
10,081
|
20
|
10,415
|
20
|
||||||||||||||||||
Motor fuels - Acquisitions
|
921
|
2
|
783
|
1
|
-
|
-
|
||||||||||||||||||
Propane and Other - Base company
|
1,007
|
2
|
1,292
|
3
|
1,467
|
3
|
||||||||||||||||||
Service and installations - Base company
|
13,020
|
26
|
12,520
|
25
|
13,156
|
26
|
||||||||||||||||||
Service and installations - Acquisitions
|
470
|
1
|
78
|
-
|
-
|
-
|
||||||||||||||||||
Other - Base company
|
2,711
|
6
|
1,798
|
3
|
543
|
1
|
||||||||||||||||||
Total
|
$
|
49,351
|
100
|
%
|
$
|
50,508
|
100
|
%
|
$
|
50,922
|
100
|
%
|
|
Year Ended
|
Year Ended
|
||||||||||||||||||||||
|
December 31,
|
Increase /
|
December 31,
|
Increase /
|
||||||||||||||||||||
|
2012
|
2011
|
(Decrease)
|
2011
|
2010
|
(Decrease)
|
||||||||||||||||||
Revenues:
|
||||||||||||||||||||||||
Heating oil(1)
|
$
|
95,917
|
$
|
111,949
|
$
|
(16,032
|
)
|
$
|
110,627
|
$
|
104,496
|
$
|
6,131
|
|||||||||||
Heating oil - Acquisitions
|
3,021
|
1,690
|
1,331
|
3,012
|
548
|
2,464
|
||||||||||||||||||
Motor Fuels(1)
|
147,072
|
137,707
|
9,365
|
137,518
|
111,771
|
25,747
|
||||||||||||||||||
Motor Fuels - Acquisitions
|
9,938
|
9,655
|
283
|
9,844
|
60
|
9,784
|
||||||||||||||||||
Other(1)
|
4,908
|
5,065
|
(157
|
)
|
5,065
|
3,643
|
1,422
|
|||||||||||||||||
Service Revenues(1)
|
18,668
|
18,813
|
(145
|
)
|
18,658
|
19,580
|
(922
|
)
|
||||||||||||||||
Service Revenues - Acquisitions
|
680
|
119
|
561
|
274
|
76
|
198
|
||||||||||||||||||
Total
|
$
|
280,204
|
$
|
284,998
|
$
|
(4,794
|
)
|
$
|
284,998
|
$
|
240,174
|
$
|
44,824
|
(1)
|
These line items exclude the impact of acquisitions made by Griffith in 2012 and 2011 for the analysis which compares December 31, 2012 to 2011 and the impact of acquisitions made by Griffith in 2011 and 2010 for the analysis which compares December 31, 2011 to 2010.
|
|
Note: The above chart reflects revenues net of weather hedging contracts.
|
|
CH Energy Group
|
Central Hudson
|
||||||||||||||||||||||
|
Year Ended December 31,
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2012
|
2011
|
2010
|
2012
|
2011
|
2010
|
||||||||||||||||||
Net Cash Provided By/(Used In):
|
||||||||||||||||||||||||
Operating Activities
|
$
|
131.9
|
$
|
120.9
|
$
|
87.0
|
$
|
132.1
|
$
|
123.9
|
$
|
99.1
|
||||||||||||
Investing Activities
|
(114.6
|
)
|
(36.7
|
)
|
(108.6
|
)
|
(108.7
|
)
|
(87.9
|
)
|
(76.5
|
)
|
||||||||||||
Financing Activities
|
(2.1
|
)
|
(98.3
|
)
|
(22.4
|
)
|
(1.5
|
)
|
(43.1
|
)
|
(17.8
|
)
|
||||||||||||
Net change for the period
|
15.2
|
(14.1
|
)
|
(44.0
|
)
|
21.9
|
(7.1
|
)
|
4.8
|
|||||||||||||||
Balance at beginning of period
|
15.3
|
29.4
|
73.4
|
2.5
|
9.6
|
4.8
|
||||||||||||||||||
Balance at end of period
|
$
|
30.5
|
$
|
15.3
|
$
|
29.4
|
$
|
24.4
|
$
|
2.5
|
$
|
9.6
|
·
|
Central Hudson utilized cash from operations in excess of working capital needs to fund contributions to its pension and OPEB plans which significantly impacted all three years' cash with $31.8 million in 2012, $33.9 million in 2011 and $69.6 million in 2010. Additional funding was made in 2010 utilizing income tax refunds received as a result of a change in tax accounting method for repair and maintenance costs of Central Hudson's utility assets.
|
·
|
Costs spent for MGP remediation efforts in excess of amounts collected in rates during the year ended December 31, 2010 negatively impacted the cash from operations. Increased costs in 2010 for the completion of remediation at the Newburgh site were funded partially through an increase in delivery rates effective July 1, 2010. Costs above the amount provided in rates have been deferred for future recovery from customers. In 2012 and 2011, amounts collected in rates for MGP site remediation were greater than remediation costs as a result of the completion of remediation efforts at Newburgh. These amounts were applied against the accumulated undercollected balance for MGP site remediation.
|
·
|
In 2012, the warmer winter weather in the first quarter combined with lower electric and natural gas prices compared to 2011 resulted in lower working capital needs for Central Hudson. The warmer weather also lowered Griffith's working capital needs in 2012, despite the increasing price of fuel oil. Net cash provided by operating activities at CH Energy Group was negatively impacted during the years ended December 31, 2011 and 2010 primarily due to an increase in Griffith's working capital needs.
|
·
|
CH Energy Group's net cash provided by operating activities was also negatively impacted during 2012 due to merger related transaction costs paid.
|
·
|
In 2012, Central Hudson issued $72.0 million of long-term debt which was used in part to refinance $36.0 million of maturing debt, to fund the redemption of two of its series of Cumulative Preferred Stock totaling $12.2 million and for funding of future capital investments planned for 2013.
|
·
|
In 2011, Central Hudson issued $33.4 million of medium term notes, the proceeds of which were used to refund the 1999 NYSERDA Series A bonds in November of 2011.
|
·
|
In 2010, proceeds from the sale of medium term notes at fixed interest rates were used to retire Central Hudson's 1999 NYSERDA Series C and D variable rate debt prior to maturity.
|
·
|
After retaining earnings for several years to increase its equity ratio, Central Hudson resumed paying dividends to parent CH Energy Group in 2010. Dividends of $22.0 million, $43.0 and $31.0 million were paid by Central Hudson to CH Energy Group, in 2012, 2011 and 2010, respectively.
|
·
|
Payment of annual dividends to holders of CH Energy Group Common Stock totaled $33.1 million, $33.6 million and $34.2 million in 2012, 2011 and 2010, respectively. The decrease in 2012 and 2011 is a result of lower shares outstanding due to the share repurchase program partially reduced by the impact of the increase in the quarterly dividend declared beginning in the fourth quarter of 2011 from 54 cents per share to 55.5 cents per share.
|
·
|
In 2011, CH Energy Group used the proceeds from the sale of CHEC renewable energy investments to repay $20 million of debt at CH Energy Group Holding Company and to repurchase Common Stock outstanding. CH Energy Group repurchased approximately $48.7 million, totaling 949,000 shares of outstanding CH Energy Group Common Stock and returned the shares to treasury during the year ended December 31, 2011.
|
·
|
Also in 2012, CH Energy Group paid final settlement costs associated with the Accelerated Share Repurchase program of $3.0 million in addition to $48.7 million paid in 2011 for the repurchases of CH Energy Group Common Stock.
|
|
2012
|
2011
|
2010
|
|||||||||
Long-term debt
|
49.1
|
%
|
47.7
|
%
|
47.4
|
%
|
||||||
Short-term debt
|
1.8
|
%
|
0.6
|
%
|
-
|
%
|
||||||
Preferred stock
|
0.9
|
%
|
2.1
|
%
|
2.0
|
%
|
||||||
Common equity
|
48.2
|
%
|
49.6
|
%
|
50.6
|
%
|
||||||
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
|
2012
|
2011
|
2010
|
|||||||||
Long-term debt
|
50.6
|
%
|
49.2
|
%
|
49.4
|
%
|
||||||
Short-term debt(2)
|
-
|
%
|
0.2
|
%
|
-
|
%
|
||||||
Preferred stock
|
0.9
|
%
|
2.3
|
%
|
2.3
|
%
|
||||||
Common equity
|
48.5
|
%
|
48.3
|
%
|
48.3
|
%
|
||||||
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
|
2012
|
2011
|
2010
|
|||||||||
Long-term debt(1)
|
40.3
|
%
|
42.4
|
%
|
49.9
|
%
|
||||||
Short-term debt
|
-
|
%
|
-
|
%
|
-
|
%
|
||||||
Preferred stock
|
-
|
%
|
-
|
%
|
-
|
%
|
||||||
Common equity
|
59.7
|
%
|
57.6
|
%
|
50.1
|
%
|
||||||
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
(1)
|
Based on stand-alone financial statements and including intercompany balances which are eliminated upon consolidation.
|
|
(2)
|
Excluded from the common equity ratio under the PSC's methodology for Central Hudson delivery rates.
|
|
|
Projected Payments Due By Period
|
|||||||||||||||||||
|
Less than
1 year
|
Years
Ending
2014-2015
|
Years
Ending
2016-2017
|
Thereafter
|
Total
|
|||||||||||||||
Long-Term Debt(1)
|
$
|
31,076
|
$
|
22,880
|
$
|
43,721
|
$
|
420,325
|
$
|
518,002
|
||||||||||
Interest Payments - Long-Term Debt(1)
|
25,398
|
45,506
|
43,717
|
306,574
|
421,195
|
|||||||||||||||
Operating Leases
|
2,557
|
4,887
|
4,258
|
3,939
|
15,641
|
|||||||||||||||
Construction/Maintenance & Other Projects(2)
|
63,647
|
89,987
|
12,398
|
7,270
|
173,302
|
|||||||||||||||
Purchased Electric Contracts(3)
|
32,264
|
9,005
|
6,099
|
15,461
|
62,829
|
|||||||||||||||
Purchased Natural Gas Contracts(3)
|
29,422
|
27,981
|
19,849
|
20,182
|
97,434
|
|||||||||||||||
Purchased Fixed Liquid Petroleum Contracts(4)
|
1,035
|
-
|
-
|
-
|
1,035
|
|||||||||||||||
Purchased Variable Liquid Petroleum Contracts(4)
|
29,857
|
-
|
-
|
-
|
29,857
|
|||||||||||||||
Total Contractual Obligations(5)
|
$
|
215,256
|
$
|
200,246
|
$
|
130,042
|
$
|
773,751
|
$
|
1,319,295
|
(1)
|
Includes fixed rate obligations and variable interest rate bonds with estimated variable interest payments based on the actual interest paid in 2012.
|
(2)
|
Including Specific, Term, and Service Contracts, briefly defined as follows: Specific Contracts consist of work orders for construction; Term Contracts consist of maintenance contracts; Service Contracts include consulting, educational, and professional service contracts.
|
(3)
|
Purchased electric and purchased natural gas costs for Central Hudson are fully recovered via their respective regulatory cost adjustment mechanisms.
|
(4)
|
Estimated based on pricing on December 31, 2012.
|
(5)
|
The estimated present value of CH Energy Group's total contractual obligations is $893 million, assuming a discount rate of 3.8%.
|
|
Projected Payments Due By Period
|
|||||||||||||||||||
|
Less than
1 year
|
Years
Ending
2014-2015
|
Years
Ending
2016-2017
|
Thereafter
|
Total
|
|||||||||||||||
Long-Term Debt(1)
|
$
|
30,000
|
$
|
14,000
|
$
|
41,000
|
$
|
404,950
|
$
|
489,950
|
||||||||||
Interest Payments - Long-Term Debt(1)
|
23,522
|
42,625
|
41,390
|
301,763
|
409,300
|
|||||||||||||||
Operating Leases
|
1,728
|
3,419
|
3,376
|
3,376
|
11,899
|
|||||||||||||||
Construction/Maintenance & Other Projects(2)
|
63,647
|
89,987
|
12,398
|
7,270
|
173,302
|
|||||||||||||||
Purchased Electric Contracts(3)
|
32,264
|
9,005
|
6,099
|
15,461
|
62,829
|
|||||||||||||||
Purchased Natural Gas Contracts(3)
|
29,422
|
27,981
|
19,849
|
20,182
|
97,434
|
|||||||||||||||
Total Contractual Obligations(4)
|
$
|
180,583
|
$
|
187,017
|
$
|
124,112
|
$
|
753,002
|
$
|
1,244,714
|
(1)
|
Includes fixed rate obligations and variable interest rate bonds with estimated variable interest payments based on the actual interest paid in 2012.
|
(2)
|
Including Specific, Term, and Service Contracts, as defined in footnote (2) of the preceding chart.
|
(3)
|
Purchased electric and purchased natural gas costs for Central Hudson are fully recovered via their respective regulatory cost adjustment mechanisms.
|
(4)
|
The estimated present value of Central Hudson's total contractual obligations is $828 million, assuming a discount rate of 3.8%.
|
·
|
On October 12, 2012, the PSC's Staff and other interested parties filed testimony and comments regarding the proposed acquisition.
|
·
|
On November 5, 2012, the PSC Trial Staff filed Supplemental Testimony and Exhibits to correct errors related to their calculation of a Public Benefit Adjustment.
|
·
|
On November 27, 2012, Petitioners submitted Reply Comments and Rebuttal Testimony and PSC Staff filed Rebuttal Testimony.
|
·
|
On December 4, 2012, PSC filed surrebuttal testimony.
|
·
|
Parties filed their lists of Disputed Issues of Material Fact on December 4, 2012.
|
·
|
Pursuant to a Notice of Potential Settlement filed by the Petitioners on December 12, 2012, a series of settlement discussions were held between December 17, 2012 and January 11, 2013.
|
·
|
On January 25, 2013, a Joint Proposal with the Company, Fortis, PSC Staff, Multiple Intervenors, the Department of State Utility Intervention Unit (consumer advocate), and Dutchess, Orange and Ulster counties as signatories, was submitted to the PSC. The signatory parties have concluded that, based on the terms of the Settlement Agreement, the acquisition is in the public interest pursuant to the New York State Public Service Law, Section 70, and recommended approval by the Commission.
|
·
|
Statements in Support/Opposition to the Joint Proposal were due February 8, 2013, with Statement Replies due February 15, 2013.
|
·
|
A PSC order regarding the Joint Proposal is expected in the second quarter of 2013.
|
·
|
Quantified benefits, in addition to a one-year rate freeze for the period July 1, 2013 through June 30, 2014 including:
|
-
|
synergy savings/guaranteed future rate mitigation of $1.85 million per year for 5 years, totaling $9.25 million;
|
-
|
$35 million to write off existing deferred regulatory assets and to provide additional future rate mitigation;
|
-
|
establishment of a Community Benefit Fund of $5 million to be used for economic development and low income programs;
|
-
|
earnings sharing was modified to reduce the threshold from 10.5% to 10% with 50/50 sharing beginning at 10%; and
|
-
|
a provision that Central Hudson file a formal Superstorm Sandy deferral petition as soon as reasonably practicable for review by the Commission on an expedited basis. This petition was filed on February 6, 2013.
|
·
|
On November 28, 2012, the Commission issued its Order in this proceeding. The Order does not call for an allocation of costs between ratepayers and shareholders due to concerns that instituting such a policy could lead to adverse credit action against utilities by rating agencies. Therefore, no change in the current recovery structure of MGP SIR costs was ordered. However there is a possibility of sharing on a case by case basis and the PSC cited two particular circumstances under which it would consider sharing:
|
1)
|
As incentive to constrain SIR costs of companies that appear to need such an incentive; and
|
2)
|
In negotiation in rate plans where an earnings sharing mechanism is a provision, utilities may be directed to allocate some of the excess earnings to pay down deferred SIR costs.
|
·
|
The SIR Order also adopted the following requirements:
|
1)
|
annual reporting of SIR costs due at the same time utilities file their PSC Annual Report;
|
2)
|
filings of an inventory of best practices for SIR cost containment based on the utilities' efforts to date; and
|
3)
|
testimony in any future rate filing in which SIR cost recovery is sought to include: 1) confirmation that the remediation process is in compliance with DEC requirements or existing timetable, 2) data on the Company's SIR cost control efforts (including reference to the best practice inventory), and 3) information related to the results of the Company's review of any internal processes with respect to SIR procedures, specifically with respect to internal controls.
|
-
|
Any amount approved in excess of $1.7 million would reduce Central Hudson's expenses.
|
-
|
If the PSC approves less than $1.7 million, Central Hudson's expenses would increase by the difference between the amount approved and $1.7 million.
|
·
|
Advanced Metering Infrastructure
|
·
|
The American Recovery and Reinvestment Act of 2009
|
·
|
Management Audit
|
·
|
Energy Efficiency Portfolio Standard and State Energy Planning
|
|
2013
|
2014
|
2015
|
2016
|
2017
|
||||||||||
Estimated Amortization Expense
|
$
|
2,645
|
$
|
2,636
|
$
|
2,374
|
$
|
988
|
$
|
683
|
|
Pension Plan
|
Other Plans
|
||||||||||||||
|
2012
|
2011
|
2012
|
2011
|
||||||||||||
Equity Securities
|
50.5
|
%
|
35.8
|
%
|
61.6
|
%
|
60.4
|
%
|
||||||||
Debt Securities
|
47.4
|
54.4
|
37.9
|
38.1
|
||||||||||||
Other
|
2.1
|
9.8
|
0.5
|
1.5
|
||||||||||||
Total
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
Calendar Year Performance
|
2012
|
2011
|
2010
|
|||||||||
Central Hudson Retirement Plan
|
14.1
|
%
|
8.1
|
%
|
13.3
|
%
|
||||||
Central Hudson OPEB (1)
|
14.3
|
%
|
1.2
|
%
|
14.1
|
%
|
||||||
Central Hudson OPEB (1)
|
14.1
|
%
|
8.1
|
%
|
11.8
|
%
|
|
One Percentage Point
|
||||||
|
Increase
|
Decrease
|
|||||
Effect on total of service and interest cost components for 2012
|
$
|
447
|
$
|
(382
|
)
|
||
Effect on year‑end 2012 post‑retirement benefit obligation
|
$
|
4,916
|
$
|
(4,292
|
)
|
|
PAGE
|
||
90
|
|||
94
|
|||
|
|
|
|
CH Energy Group
|
|
||
|
96
|
||
97
|
|||
|
98
|
||
|
100
|
||
|
102
|
||
|
|
|
|
Central Hudson
|
|
||
|
103
|
||
|
103
|
||
|
104
|
||
|
105
|
||
|
107
|
Notes to Consolidated Financial Statements
|
|
||
|
108
|
||
|
119
|
||
|
127
|
||
|
128
|
||
|
134
|
||
|
136
|
||
|
138
|
||
|
139
|
||
|
141
|
||
|
143
|
||
|
153
|
||
|
157
|
||
|
168
|
||
|
171
|
||
|
178
|
||
|
182
|
||
|
|
|
|
183
|
|||
|
|
|
|
Financial Statement Schedules
|
|
||
|
184
|
||
|
187
|
||
|
187
|
·
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Corporation;
|
·
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the Corporation are being made only in accordance with authorization of management and directors of the Corporation; and
|
·
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.
|
|
/s/ Steven V. Lant
|
|
/s/ Christopher M. Capone
|
|
Steven V. Lant
|
|
Christopher M. Capone
|
|
Chairman of the Board, President and Chief Executive Officer
|
|
Executive Vice President and Chief Financial Officer
|
·
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Corporation;
|
·
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the Corporation are being made only in accordance with authorization of management and directors of the Corporation; and
|
·
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.
|
|
/s/ Steven V. Lant
|
|
/s/ Christopher M. Capone
|
|
Steven V. Lant
|
|
Christopher M. Capone
|
|
Chairman of the Board and Chief Executive Officer
|
|
Executive Vice President and Chief Financial Officer
|
|
Year Ended December 31,
|
|||||||||||
|
2012
|
2011
|
2010
|
|||||||||
Operating Revenues
|
||||||||||||
Electric
|
$
|
512,081
|
$
|
538,548
|
$
|
563,139
|
||||||
Natural gas
|
132,434
|
161,974
|
156,795
|
|||||||||
Competitive business subsidiaries:
|
||||||||||||
Petroleum products
|
260,856
|
266,066
|
220,518
|
|||||||||
Other
|
19,348
|
18,932
|
19,656
|
|||||||||
Total Operating Revenues
|
924,719
|
985,520
|
960,108
|
|||||||||
Operating Expenses
|
||||||||||||
Operation:
|
||||||||||||
Purchased electricity and fuel used in electric generation
|
175,721
|
206,160
|
246,116
|
|||||||||
Purchased natural gas
|
49,276
|
76,778
|
75,189
|
|||||||||
Purchased petroleum
|
224,996
|
228,156
|
182,753
|
|||||||||
Other expenses of operation - regulated activities
|
232,222
|
238,557
|
224,955
|
|||||||||
Other expenses of operation - competitive business subsidiaries
|
46,800
|
47,474
|
45,429
|
|||||||||
Impairment on long-lived assets
|
-
|
-
|
2,116
|
|||||||||
Merger related costs
|
10,058
|
-
|
-
|
|||||||||
Depreciation and amortization
|
42,781
|
40,055
|
38,275
|
|||||||||
Taxes, other than income tax
|
51,547
|
48,751
|
45,972
|
|||||||||
Total Operating Expenses
|
833,401
|
885,931
|
860,805
|
|||||||||
Operating Income
|
91,318
|
99,589
|
99,303
|
|||||||||
Other Income and Deductions
|
||||||||||||
Income (loss) from unconsolidated affiliates
|
174
|
735
|
(318
|
)
|
||||||||
Interest on regulatory assets and other interest income
|
6,769
|
5,777
|
5,475
|
|||||||||
Impairment of investments
|
-
|
(3,582
|
)
|
(11,408
|
)
|
|||||||
Regulatory adjustments for interest costs
|
1,307
|
1,351
|
(1,105
|
)
|
||||||||
Business development costs
|
(88
|
)
|
(1,222
|
)
|
(1,809
|
)
|
||||||
Other - net
|
(984
|
)
|
(493
|
)
|
(1,509
|
)
|
||||||
Total Other Income (Deductions)
|
7,178
|
2,566
|
(10,674
|
)
|
||||||||
Interest Charges
|
||||||||||||
Interest on long-term debt
|
24,949
|
26,520
|
22,973
|
|||||||||
Penalty for early retirement of debt
|
-
|
2,982
|
-
|
|||||||||
Interest on regulatory liabilities and other interest
|
6,792
|
5,656
|
6,112
|
|||||||||
Total Interest Charges
|
31,741
|
35,158
|
29,085
|
|||||||||
|
||||||||||||
Income before income taxes, non-controlling interest and preferred dividends of subsidiary
|
66,755
|
66,997
|
59,544
|
|||||||||
Income Taxes
|
26,908
|
23,813
|
19,214
|
|||||||||
Net Income from Continuing Operations
|
39,847
|
43,184
|
40,330
|
|||||||||
|
||||||||||||
Discontinued Operations
|
||||||||||||
Income (loss) from discontinued operations before tax
|
-
|
1,660
|
(2,333
|
)
|
||||||||
Loss from sale of discontinued operations
|
-
|
(457
|
)
|
-
|
||||||||
Income tax benefit from discontinued operations
|
-
|
(1,923
|
)
|
(1,205
|
)
|
|||||||
Net Income (loss) from Discontinued Operations
|
-
|
3,126
|
(1,128
|
)
|
||||||||
|
||||||||||||
Net Income
|
39,847
|
46,310
|
39,202
|
|||||||||
|
||||||||||||
Net Income attributable to non-controlling interest:
|
||||||||||||
Non-controlling interest in subsidiary
|
-
|
-
|
(272
|
)
|
||||||||
Dividends declared on Preferred Stock of subsidiary
|
624
|
970
|
970
|
|||||||||
Preferred Stock Redemption Premium
|
342
|
-
|
-
|
|||||||||
Net Income Attributable to CH Energy Group
|
38,881
|
45,340
|
38,504
|
|||||||||
|
||||||||||||
Dividends declared on Common Stock
|
33,169
|
33,291
|
34,161
|
|||||||||
Change in Retained Earnings
|
$
|
5,712
|
$
|
12,049
|
$
|
4,343
|
|
Year Ended December 31,
|
|||||||||||
|
2012
|
2011
|
2010
|
|||||||||
Common Stock:
|
||||||||||||
Average shares outstanding - Basic
|
14,909
|
15,278
|
15,785
|
|||||||||
Average shares outstanding - Diluted
|
15,099
|
15,481
|
15,952
|
|||||||||
|
||||||||||||
Income from continuing operations attributable to CH Energy Group common shareholders:
|
||||||||||||
Earnings per share - Basic
|
$
|
2.61
|
$
|
2.77
|
$
|
2.51
|
||||||
Earnings per share - Diluted
|
$
|
2.58
|
$
|
2.73
|
$
|
2.48
|
||||||
|
||||||||||||
Income (loss) from discontinued operations attributable to CH Energy Group common shareholders:
|
||||||||||||
Earnings per share - Basic
|
$
|
-
|
$
|
0.20
|
$
|
(0.07
|
)
|
|||||
Earnings per share - Diluted
|
$
|
-
|
$
|
0.20
|
$
|
(0.07
|
)
|
|||||
|
||||||||||||
Amounts attributable to CH Energy Group common shareholders:
|
||||||||||||
Earnings per share - Basic
|
$
|
2.61
|
$
|
2.97
|
$
|
2.44
|
||||||
Earnings per share - Diluted
|
$
|
2.58
|
$
|
2.93
|
$
|
2.41
|
||||||
Dividends Declared per Share
|
$
|
2.22
|
$
|
2.19
|
$
|
2.16
|
|
Year Ended December 31,
|
|||||||||||
|
2012
|
2011
|
2010
|
|||||||||
Net Income
|
$
|
39,847
|
$
|
46,310
|
$
|
39,202
|
||||||
|
||||||||||||
Other Comprehensive Income:
|
||||||||||||
Fair value of cash flow hedges:
|
||||||||||||
Reclassification for gain realized in net income net of tax of $0, $0 and $22
|
-
|
-
|
(34
|
)
|
||||||||
|
||||||||||||
Net unrealized gains/(losses) on investments held by equity method investees - net of tax of ($17), $70 and ($206), respectively
|
26
|
(105
|
)
|
309
|
||||||||
|
||||||||||||
Other comprehensive income (loss)
|
26
|
(105
|
)
|
275
|
||||||||
|
||||||||||||
Comprehensive Income
|
39,873
|
46,205
|
39,477
|
|||||||||
|
||||||||||||
Comprehensive income attributable to non-controlling interest
|
966
|
970
|
698
|
|||||||||
|
||||||||||||
Comprehensive income attributable to CH Energy Group
|
$
|
38,907
|
$
|
45,235
|
$
|
38,779
|
|
Year Ended December 31,
|
|||||||||||
|
2012
|
2011
|
2010
|
|||||||||
Operating Activities:
|
||||||||||||
Net income
|
$
|
39,847
|
$
|
46,310
|
$
|
39,202
|
||||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||||||
Depreciation
|
37,898
|
37,461
|
36,156
|
|||||||||
Amortization
|
4,883
|
4,200
|
3,892
|
|||||||||
Deferred income taxes - net
|
25,303
|
20,207
|
30,858
|
|||||||||
Bad debt expense
|
6,331
|
8,516
|
4,692
|
|||||||||
Impairment of investments
|
-
|
3,582
|
11,408
|
|||||||||
Impairment on long-lived assets
|
-
|
-
|
2,116
|
|||||||||
(Undistributed) distributed equity in earnings of unconsolidated affiliates
|
(174
|
)
|
(735
|
)
|
863
|
|||||||
Pension expense
|
22,767
|
26,516
|
29,345
|
|||||||||
Other post-employment benefits ("OPEB") expense
|
6,832
|
6,801
|
6,940
|
|||||||||
Regulatory liability - rate moderation
|
(1,107
|
)
|
(8,750
|
)
|
(16,789
|
)
|
||||||
Revenue decoupling mechanism recorded
|
(4,194
|
)
|
1,371
|
(3,843
|
)
|
|||||||
Regulatory asset amortization
|
4,610
|
4,571
|
4,497
|
|||||||||
Regulatory asset energy efficiency incentives
|
-
|
(2,719
|
)
|
-
|
||||||||
(Gain) loss on sale of assets
|
(103
|
)
|
283
|
-
|
||||||||
Changes in operating assets and liabilities - net of business acquisitions:
|
||||||||||||
Accounts receivable, unbilled revenues and other receivables
|
(7,195
|
)
|
(2,728
|
)
|
(10,033
|
)
|
||||||
Fuel, materials and supplies
|
746
|
(417
|
)
|
(563
|
)
|
|||||||
Special deposits and prepayments
|
531
|
851
|
(1,493
|
)
|
||||||||
Income and other taxes
|
1,372
|
1,140
|
19,870
|
|||||||||
Accounts payable
|
2,717
|
(18,378
|
)
|
11,138
|
||||||||
Accrued interest
|
(402
|
)
|
(65
|
)
|
331
|
|||||||
Customer advances
|
5,782
|
3,218
|
(3,141
|
)
|
||||||||
Pension plan contribution
|
(28,579
|
)
|
(32,699
|
)
|
(64,805
|
)
|
||||||
OPEB contribution
|
(3,269
|
)
|
(1,184
|
)
|
(4,800
|
)
|
||||||
Revenue decoupling mechanism collected
|
1,660
|
1,671
|
5,049
|
|||||||||
Regulatory asset - storm deferral
|
(6,183
|
)
|
(11,753
|
)
|
(19,667
|
)
|
||||||
Regulatory asset - manufactured gas plant ("MGP") site remediation
|
1,657
|
4,412
|
(12,216
|
)
|
||||||||
Regulatory asset - Temporary State Assessment
|
1,132
|
2,342
|
1,445
|
|||||||||
Deferred natural gas and electric costs
|
(592
|
)
|
19,545
|
(2,709
|
)
|
|||||||
Other - net
|
19,651
|
7,311
|
19,207
|
|||||||||
Net cash provided by operating activities
|
131,921
|
120,880
|
86,950
|
|||||||||
Investing Activities:
|
||||||||||||
Proceeds from federal grants
|
-
|
14,744
|
-
|
|||||||||
Proceeds from sale of assets
|
173
|
45,472
|
82
|
|||||||||
Additions to utility and other property and plant
|
(106,936
|
)
|
(88,353
|
)
|
(103,111
|
)
|
||||||
Acquisitions made by competitive business subsidiaries
|
(3,499
|
)
|
(4,451
|
)
|
(743
|
)
|
||||||
Other - net
|
(4,309
|
)
|
(4,151
|
)
|
(4,797
|
)
|
||||||
Net cash used in investing activities
|
(114,571
|
)
|
(36,739
|
)
|
(108,569
|
)
|
||||||
Financing Activities:
|
||||||||||||
Redemption of long-term debt
|
(37,007
|
)
|
(54,341
|
)
|
(106,150
|
)
|
||||||
Proceeds from issuance of long-term debt
|
72,000
|
33,400
|
122,150
|
|||||||||
Borrowings of short-term debt - net
|
13,000
|
6,500
|
-
|
|||||||||
Dividends paid on Common Stock
|
(33,137
|
)
|
(33,554
|
)
|
(34,164
|
)
|
||||||
Redemption of Preferred Stock
|
(12,180
|
)
|
-
|
-
|
||||||||
Dividends paid on Preferred Stock of subsidiary
|
(866
|
)
|
(970
|
)
|
(970
|
)
|
||||||
Shares repurchased
|
(2,993
|
)
|
(48,687
|
)
|
(1,465
|
)
|
||||||
Other - net
|
(940
|
)
|
(628
|
)
|
(1,798
|
)
|
||||||
Net cash used in financing activities
|
(2,123
|
)
|
(98,280
|
)
|
(22,397
|
)
|
||||||
Net Change in Cash and Cash Equivalents
|
15,227
|
(14,139
|
)
|
(44,016
|
)
|
|||||||
Cash and Cash Equivalents at Beginning of Period
|
15,281
|
29,420
|
73,436
|
|||||||||
Cash and Cash Equivalents at End of Period
|
$
|
30,508
|
$
|
15,281
|
$
|
29,420
|
|
Year Ended December 31,
|
|||||||||||
|
2012
|
2011
|
2010
|
|||||||||
Supplemental Disclosure of Cash Flow Information:
|
||||||||||||
Interest paid
|
$
|
26,008
|
$
|
29,993
|
$
|
23,462
|
||||||
Federal and state income taxes paid
|
$
|
574
|
$
|
1,146
|
$
|
5,554
|
||||||
Additions to plant included in liabilities
|
$
|
10,893
|
$
|
6,172
|
$
|
4,125
|
|
December 31,
|
December 31,
|
||||||
|
2012
|
2011
|
||||||
ASSETS
|
||||||||
Utility Plant
|
||||||||
Electric
|
$
|
1,067,352
|
$
|
1,008,394
|
||||
Natural gas
|
320,258
|
305,664
|
||||||
Common
|
162,352
|
147,286
|
||||||
Gross Utility Plant
|
1,549,962
|
1,461,344
|
||||||
|
||||||||
Less: Accumulated depreciation
|
414,137
|
398,662
|
||||||
Net
|
1,135,825
|
1,062,682
|
||||||
|
||||||||
Construction work in progress
|
58,053
|
58,847
|
||||||
Net Utility Plant
|
1,193,878
|
1,121,529
|
||||||
|
||||||||
Non-Utility Property & Plant
|
||||||||
Griffith non-utility property & plant
|
33,574
|
31,669
|
||||||
Other non-utility property & plant
|
524
|
524
|
||||||
Gross Non-Utility Property & Plant
|
34,098
|
32,193
|
||||||
|
||||||||
Less: Accumulated depreciation - Griffith
|
23,001
|
22,006
|
||||||
Net Non-Utility Property & Plant
|
11,097
|
10,187
|
||||||
|
||||||||
Current Assets
|
||||||||
Cash and cash equivalents
|
30,508
|
15,281
|
||||||
Accounts receivable from customers - net of allowance for doubtful accounts of $6.5 million and $7.0 million, respectively
|
91,457
|
90,937
|
||||||
Accrued unbilled utility revenues
|
17,155
|
15,299
|
||||||
Other receivables
|
9,582
|
9,512
|
||||||
Fuel, materials and supplies
|
24,496
|
25,114
|
||||||
Regulatory assets
|
32,329
|
49,526
|
||||||
Income tax receivable
|
-
|
432
|
||||||
Fair value of derivative instruments
|
121
|
349
|
||||||
Unamortized debt expense
|
344
|
407
|
||||||
Special deposits and prepayments
|
21,362
|
21,795
|
||||||
Accumulated deferred income tax
|
12,205
|
5,895
|
||||||
Total Current Assets
|
239,559
|
234,547
|
||||||
|
||||||||
Deferred Charges and Other Assets
|
||||||||
Regulatory assets - pension plan
|
146,935
|
159,020
|
||||||
Regulatory assets - other
|
109,779
|
114,980
|
||||||
Fair value of derivative instruments
|
693
|
931
|
||||||
Goodwill
|
38,981
|
37,512
|
||||||
Other intangible assets - net
|
12,324
|
13,173
|
||||||
Unamortized debt expense
|
4,764
|
4,128
|
||||||
Investments in unconsolidated affiliates
|
2,536
|
2,777
|
||||||
Other investments
|
17,847
|
14,461
|
||||||
Other
|
6,556
|
6,989
|
||||||
Total Deferred Charges and Other Assets
|
340,415
|
353,971
|
||||||
Total Assets
|
$
|
1,784,949
|
$
|
1,720,234
|
|
December 31,
|
December 31,
|
||||||
|
2012
|
2011
|
||||||
CAPITALIZATION AND LIABILITIES
|
||||||||
Capitalization
|
||||||||
CH Energy Group Common Shareholders' Equity
|
||||||||
Common Stock (30,000,000 shares authorized: $0.10 par value; 16,862,087 shares issued) 14,954,884 shares and 14,894,964 shares, respectively
|
$
|
1,686
|
$
|
1,686
|
||||
Paid-in capital
|
349,428
|
351,053
|
||||||
Retained earnings
|
248,103
|
242,391
|
||||||
Treasury stock - 1,907,203 shares and 1,967,123 shares, respectively
|
(90,141
|
)
|
(92,908
|
)
|
||||
Accumulated other comprehensive income
|
380
|
354
|
||||||
Capital stock expense
|
(166
|
)
|
(328
|
)
|
||||
Total Equity
|
509,290
|
502,248
|
||||||
Preferred Stock of subsidiary
|
9,027
|
21,027
|
||||||
Long-term debt
|
486,926
|
446,003
|
||||||
Total Capitalization
|
1,005,243
|
969,278
|
||||||
Current Liabilities
|
||||||||
Current maturities of long-term debt
|
31,076
|
37,006
|
||||||
Notes payable
|
19,500
|
6,500
|
||||||
Accounts payable
|
52,812
|
43,904
|
||||||
Accrued interest
|
5,931
|
6,333
|
||||||
Dividends payable
|
8,301
|
8,511
|
||||||
Accrued vacation and payroll
|
7,984
|
6,702
|
||||||
Customer advances
|
28,309
|
22,527
|
||||||
Customer deposits
|
7,135
|
6,647
|
||||||
Regulatory liabilities
|
10,736
|
11,161
|
||||||
Fair value of derivative instruments
|
1,259
|
19,791
|
||||||
Accrued environmental remediation costs
|
7,117
|
6,652
|
||||||
Accrued income and other taxes
|
635
|
-
|
||||||
Deferred revenues
|
4,801
|
4,801
|
||||||
Other
|
15,105
|
17,905
|
||||||
Total Current Liabilities
|
200,701
|
198,440
|
||||||
Deferred Credits and Other Liabilities
|
||||||||
Regulatory liabilities - OPEB
|
7,975
|
6,988
|
||||||
Regulatory liabilities - other
|
97,485
|
99,009
|
||||||
Operating reserves
|
3,827
|
3,383
|
||||||
Fair value of derivative instruments
|
218
|
-
|
||||||
Accrued environmental remediation costs
|
8,324
|
11,036
|
||||||
Accrued OPEB costs
|
58,412
|
53,055
|
||||||
Accrued pension costs
|
113,227
|
121,911
|
||||||
Tax reserve
|
2,000
|
3,172
|
||||||
Other
|
20,643
|
18,802
|
||||||
Total Deferred Credits and Other Liabilities
|
312,111
|
317,356
|
||||||
Accumulated Deferred Income Tax
|
266,894
|
235,160
|
||||||
Commitments and Contingencies
|
||||||||
Total Capitalization and Liabilities
|
$
|
1,784,949
|
$
|
1,720,234
|
(In Thousands, except share amounts)
|
|
CH Energy Group Common Shareholders
|
|||||||||||||||||||||||||||||||||||||||
|
Common Stock
|
Treasury Stock
|
||||||||||||||||||||||||||||||||||||||
|
Shares Issued
|
Amount
|
Shares Repurchased
|
Amount
|
Paid-In Capital
|
Capital Stock Expense
|
Retained Earnings
|
Accumulated Other Comprehensive Income / (Loss)
|
Non-controlling Interest
|
Total Equity
|
||||||||||||||||||||||||||||||
Balance at December 31, 2009
|
16,862,087
|
$
|
1,686
|
(1,057,525
|
)
|
$
|
(44,406
|
)
|
$
|
350,367
|
$
|
(328
|
)
|
$
|
225,999
|
$
|
184
|
$
|
1,385
|
$
|
534,887
|
|||||||||||||||||||
Comprehensive Income:
|
||||||||||||||||||||||||||||||||||||||||
Net income
|
39,474
|
(272
|
)
|
39,202
|
||||||||||||||||||||||||||||||||||||
Dividends declared on Preferred Stock of subsidiary
|
(970
|
)
|
(970
|
)
|
||||||||||||||||||||||||||||||||||||
Capital Contributions
|
172
|
172
|
||||||||||||||||||||||||||||||||||||||
Purchase of equity units from non-controlling interest
|
(89
|
)
|
(1,113
|
)
|
(1,202
|
)
|
||||||||||||||||||||||||||||||||||
Change in fair value:
|
||||||||||||||||||||||||||||||||||||||||
Investments
|
309
|
309
|
||||||||||||||||||||||||||||||||||||||
Reclassification adjustments for gains recognized in net income
|
(34
|
)
|
(34
|
)
|
||||||||||||||||||||||||||||||||||||
Dividends declared on common stock
|
(34,161
|
)
|
(34,161
|
)
|
||||||||||||||||||||||||||||||||||||
Treasury shares activity - net
|
(5,300
|
)
|
(481
|
)
|
82
|
(399
|
)
|
|||||||||||||||||||||||||||||||||
Balance at December 31, 2010
|
16,862,087
|
$
|
1,686
|
(1,062,825
|
)
|
$
|
(44,887
|
)
|
$
|
350,360
|
$
|
(328
|
)
|
$
|
230,342
|
$
|
459
|
$
|
172
|
$
|
537,804
|
|||||||||||||||||||
Comprehensive Income:
|
||||||||||||||||||||||||||||||||||||||||
Net income
|
46,310
|
|
46,310
|
|||||||||||||||||||||||||||||||||||||
Dividends declared on Preferred Stock of subsidiary
|
(970
|
)
|
(970
|
)
|
||||||||||||||||||||||||||||||||||||
Capital Contributions
|
(172
|
)
|
(172
|
)
|
||||||||||||||||||||||||||||||||||||
Change in fair value:
|
||||||||||||||||||||||||||||||||||||||||
Investments
|
(105
|
)
|
(105
|
)
|
||||||||||||||||||||||||||||||||||||
Dividends declared on common stock
|
(33,291
|
)
|
(33,291
|
)
|
||||||||||||||||||||||||||||||||||||
Treasury shares activity - net
|
(904,298
|
)
|
(48,021
|
)
|
693
|
(47,328
|
)
|
|||||||||||||||||||||||||||||||||
Balance at December 31, 2011
|
16,862,087
|
$
|
1,686
|
(1,967,123
|
)
|
$
|
(92,908
|
)
|
$
|
351,053
|
$
|
(328
|
)
|
$
|
242,391
|
$
|
354
|
$
|
-
|
$
|
502,248
|
|||||||||||||||||||
Comprehensive Income:
|
||||||||||||||||||||||||||||||||||||||||
Net income
|
39,847
|
39,847
|
||||||||||||||||||||||||||||||||||||||
Preferred Stock Redemption
|
162
|
(342
|
)
|
(180
|
)
|
|||||||||||||||||||||||||||||||||||
Dividends declared on Preferred Stock of subsidiary
|
(624
|
)
|
(624
|
)
|
||||||||||||||||||||||||||||||||||||
Change in fair value:
|
||||||||||||||||||||||||||||||||||||||||
Investments
|
26
|
26
|
||||||||||||||||||||||||||||||||||||||
Dividends declared on common stock
|
(33,169
|
)
|
(33,169
|
)
|
||||||||||||||||||||||||||||||||||||
Treasury shares activity - net
|
59,920
|
2,767
|
(1,625
|
)
|
1,142
|
|||||||||||||||||||||||||||||||||||
Balance at December 31, 2012
|
16,862,087
|
$
|
1,686
|
(1,907,203
|
)
|
$
|
(90,141
|
)
|
$
|
349,428
|
$
|
(166
|
)
|
$
|
248,103
|
$
|
380
|
$
|
-
|
$
|
509,290
|
|
Year Ended December 31,
|
|||||||||||
|
2012
|
2011
|
2010
|
|||||||||
Operating Revenues
|
||||||||||||
Electric
|
$
|
512,081
|
$
|
538,548
|
$
|
563,139
|
||||||
Natural gas
|
132,434
|
161,974
|
156,795
|
|||||||||
Total Operating Revenues
|
644,515
|
700,522
|
719,934
|
|||||||||
|
||||||||||||
Operating Expenses
|
||||||||||||
Operation:
|
||||||||||||
Purchased electricity and fuel used in electric generation
|
175,721
|
206,160
|
246,116
|
|||||||||
Purchased natural gas
|
49,276
|
76,778
|
75,189
|
|||||||||
Other expenses of operation
|
232,222
|
238,557
|
224,955
|
|||||||||
Depreciation and amortization
|
38,139
|
35,475
|
33,815
|
|||||||||
Taxes, other than income tax
|
50,644
|
48,026
|
45,011
|
|||||||||
Total Operating Expenses
|
546,002
|
604,996
|
625,086
|
|||||||||
|
||||||||||||
Operating Income
|
98,513
|
95,526
|
94,848
|
|||||||||
|
||||||||||||
Other Income and Deductions
|
||||||||||||
Interest on regulatory assets and other interest income
|
6,718
|
5,739
|
5,474
|
|||||||||
Regulatory adjustments for interest costs
|
1,307
|
1,351
|
(1,105
|
)
|
||||||||
Other - net
|
(921
|
)
|
(211
|
)
|
(1,087
|
)
|
||||||
Total Other Income
|
7,104
|
6,879
|
3,282
|
|||||||||
|
||||||||||||
Interest Charges
|
||||||||||||
Interest on long-term debt
|
23,008
|
23,602
|
19,745
|
|||||||||
Interest on regulatory liabilities and other interest
|
6,648
|
5,589
|
6,103
|
|||||||||
Total Interest Charges
|
29,656
|
29,191
|
25,848
|
|||||||||
|
||||||||||||
Income Before Income Taxes
|
75,961
|
73,214
|
72,282
|
|||||||||
|
||||||||||||
Income Taxes
|
28,791
|
28,177
|
26,164
|
|||||||||
|
||||||||||||
Net Income
|
47,170
|
45,037
|
46,118
|
|||||||||
|
||||||||||||
Preferred Stock Redemption Premium
|
342
|
-
|
-
|
|||||||||
Dividends Declared on Cumulative Preferred Stock
|
624
|
970
|
970
|
|||||||||
|
||||||||||||
Income Available for Common Stock
|
$
|
46,204
|
$
|
44,067
|
$
|
45,148
|
|
Year Ended December 31,
|
|||||||||||
|
2012
|
2011
|
2010
|
|||||||||
Net Income
|
$
|
47,170
|
$
|
45,037
|
$
|
46,118
|
||||||
Other Comprehensive Income
|
-
|
-
|
-
|
|||||||||
Comprehensive Income
|
$
|
47,170
|
$
|
45,037
|
$
|
46,118
|
|
Year Ended December 31,
|
|||||||||||
|
2012
|
2011
|
2010
|
|||||||||
Operating Activities:
|
||||||||||||
Net income
|
$
|
47,170
|
$
|
45,037
|
$
|
46,118
|
||||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||||||
Depreciation
|
35,765
|
33,671
|
32,200
|
|||||||||
Amortization
|
2,374
|
1,804
|
1,615
|
|||||||||
Deferred income taxes - net
|
27,154
|
27,318
|
34,119
|
|||||||||
Bad debt expense
|
5,616
|
7,156
|
3,940
|
|||||||||
Pension expense
|
22,767
|
26,516
|
29,345
|
|||||||||
OPEB expense
|
6,832
|
6,801
|
6,940
|
|||||||||
Regulatory liability - rate moderation
|
(1,107
|
)
|
(8,750
|
)
|
(16,789
|
)
|
||||||
Revenue decoupling mechanism recorded
|
(4,194
|
)
|
1,371
|
(3,843
|
)
|
|||||||
Regulatory asset amortization
|
4,610
|
4,571
|
4,497
|
|||||||||
Regulatory asset energy efficiency incentives
|
-
|
(2,719
|
)
|
-
|
||||||||
Gain on sale of property and plant
|
-
|
(88
|
)
|
-
|
||||||||
Changes in operating assets and liabilities - net:
|
||||||||||||
Accounts receivable, unbilled revenues and other receivables
|
(4,942
|
)
|
3,271
|
(9,052
|
)
|
|||||||
Fuel, materials and supplies
|
1,773
|
(1,010
|
)
|
1,278
|
||||||||
Special deposits and prepayments
|
(117
|
)
|
(967
|
)
|
1,211
|
|||||||
Income and other taxes
|
1,084
|
(69
|
)
|
35,609
|
||||||||
Accounts payable
|
3,080
|
(13,193
|
)
|
8,659
|
||||||||
Accrued interest
|
(400
|
)
|
215
|
330
|
||||||||
Customer advances
|
3,480
|
851
|
(1,249
|
)
|
||||||||
Pension plan contribution
|
(28,579
|
)
|
(32,699
|
)
|
(64,805
|
)
|
||||||
OPEB contribution
|
(3,269
|
)
|
(1,184
|
)
|
(4,800
|
)
|
||||||
Revenue decoupling mechanism collected
|
1,660
|
1,671
|
5,049
|
|||||||||
Regulatory asset - storm deferral
|
(6,183
|
)
|
(11,753
|
)
|
(19,667
|
)
|
||||||
Regulatory asset - MGP site remediation
|
1,657
|
4,412
|
(12,216
|
)
|
||||||||
Regulatory asset - Temporary State Assessment
|
1,132
|
2,342
|
1,445
|
|||||||||
Deferred natural gas and electric costs
|
(592
|
)
|
19,545
|
(2,709
|
)
|
|||||||
Other - net
|
15,346
|
9,762
|
21,886
|
|||||||||
Net cash provided by operating activities
|
132,117
|
123,882
|
99,111
|
|||||||||
|
||||||||||||
Investing Activities:
|
||||||||||||
Proceeds from sale of property and plant
|
-
|
207
|
-
|
|||||||||
Additions to utility plant
|
(104,065
|
)
|
(83,102
|
)
|
(72,375
|
)
|
||||||
Other - net
|
(4,694
|
)
|
(4,990
|
)
|
(4,130
|
)
|
||||||
Net cash used in investing activities
|
(108,759
|
)
|
(87,885
|
)
|
(76,505
|
)
|
||||||
|
||||||||||||
Financing Activities:
|
||||||||||||
Redemption of long-term debt
|
(36,000
|
)
|
(33,400
|
)
|
(106,150
|
)
|
||||||
Proceeds from issuance of long-term debt
|
72,000
|
33,400
|
122,150
|
|||||||||
(Redemption) borrowings of short-term debt - net
|
(1,500
|
)
|
1,500
|
-
|
||||||||
Redemption of Preferred Stock
|
(12,180
|
)
|
-
|
-
|
||||||||
Dividends paid to parent - CH Energy Group
|
(22,000
|
)
|
(43,000
|
)
|
(31,000
|
)
|
||||||
Dividends paid on cumulative Preferred Stock
|
(866
|
)
|
(970
|
)
|
(970
|
)
|
||||||
Other - net
|
(981
|
)
|
(628
|
)
|
(1,798
|
)
|
||||||
Net cash used in financing activities
|
(1,527
|
)
|
(43,098
|
)
|
(17,768
|
)
|
||||||
|
||||||||||||
Net Change in Cash and Cash Equivalents
|
21,831
|
(7,101
|
)
|
4,838
|
||||||||
Cash and Cash Equivalents - Beginning of Period
|
2,521
|
9,622
|
4,784
|
|||||||||
Cash and Cash Equivalents - End of Period
|
$
|
24,352
|
$
|
2,521
|
$
|
9,622
|
||||||
|
||||||||||||
Supplemental Disclosure of Cash Flow Information:
|
||||||||||||
Interest paid
|
$
|
23,901
|
$
|
23,745
|
$
|
20,002
|
||||||
Federal and state income taxes paid
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Additions to plant included in liabilities
|
$
|
10,893
|
$
|
6,172
|
$
|
4,125
|
||||||
Regulatory asset - storm deferral costs in liabilities
|
$
|
4,386
|
$
|
3,525
|
$
|
-
|
|
December 31,
|
December 31,
|
||||||
|
2012
|
2011
|
||||||
ASSETS
|
||||||||
Utility Plant
|
||||||||
Electric
|
$
|
1,067,352
|
$
|
1,008,394
|
||||
Natural gas
|
320,258
|
305,664
|
||||||
Common
|
162,352
|
147,286
|
||||||
Gross Utility Plant
|
1,549,962
|
1,461,344
|
||||||
|
||||||||
Less: Accumulated depreciation
|
414,137
|
398,662
|
||||||
Net
|
1,135,825
|
1,062,682
|
||||||
|
||||||||
Construction work in progress
|
58,053
|
58,847
|
||||||
Net Utility Plant
|
1,193,878
|
1,121,529
|
||||||
|
||||||||
Non-Utility Property and Plant
|
524
|
524
|
||||||
Net Non-Utility Property and Plant
|
524
|
524
|
||||||
|
||||||||
Current Assets
|
||||||||
Cash and cash equivalents
|
24,352
|
2,521
|
||||||
Accounts receivable from customers - net of allowance for doubtful accounts of $4.6 million and $5.2 million, respectively
|
60,155
|
61,610
|
||||||
Accrued unbilled utility revenues
|
17,155
|
15,299
|
||||||
Other receivables
|
5,206
|
5,301
|
||||||
Fuel, materials and supplies - at average cost
|
19,264
|
21,037
|
||||||
Regulatory assets
|
32,329
|
49,526
|
||||||
Fair value of derivative instruments
|
95
|
320
|
||||||
Unamortized debt expense
|
344
|
407
|
||||||
Special deposits and prepayments
|
18,473
|
18,258
|
||||||
Accumulated deferred income tax
|
5,313
|
-
|
||||||
Total Current Assets
|
182,686
|
174,279
|
||||||
|
||||||||
Deferred Charges and Other Assets
|
||||||||
Regulatory assets - pension plan
|
146,935
|
159,020
|
||||||
Regulatory assets - other
|
109,779
|
114,980
|
||||||
Fair value of derivative instruments
|
693
|
931
|
||||||
Unamortized debt expense
|
4,764
|
4,128
|
||||||
Other investments
|
17,368
|
14,047
|
||||||
Other
|
3,740
|
3,065
|
||||||
Total Deferred Charges and Other Assets
|
283,279
|
296,171
|
||||||
|
||||||||
Total Assets
|
$
|
1,660,367
|
$
|
1,592,503
|
|
December 31,
|
December 31,
|
||||||
|
2012
|
2011
|
||||||
CAPITALIZATION AND LIABILITIES
|
||||||||
Capitalization
|
||||||||
Common Stock (30,000,000 shares authorized: $5 par value; 16,862,087 shares issued and outstanding)
|
$
|
84,311
|
$
|
84,311
|
||||
Paid-in capital
|
199,980
|
199,980
|
||||||
Retained earnings
|
190,169
|
165,965
|
||||||
Capital stock expense
|
(4,799
|
)
|
(4,961
|
)
|
||||
Total Equity
|
469,661
|
445,295
|
||||||
|
||||||||
Cumulative Preferred Stock not subject to mandatory redemption
|
9,027
|
21,027
|
||||||
|
||||||||
Long-term debt
|
459,950
|
417,950
|
||||||
Total Capitalization
|
938,638
|
884,272
|
||||||
|
||||||||
Current Liabilities
|
||||||||
Current maturities of long-term debt
|
30,000
|
36,000
|
||||||
Notes payable
|
-
|
1,500
|
||||||
Accounts payable
|
45,002
|
35,731
|
||||||
Accrued interest
|
5,782
|
6,183
|
||||||
Dividends payable - Preferred Stock
|
-
|
242
|
||||||
Accrued vacation and payroll
|
6,708
|
5,556
|
||||||
Customer advances
|
18,084
|
14,604
|
||||||
Customer deposits
|
7,069
|
6,582
|
||||||
Regulatory liabilities
|
10,736
|
11,161
|
||||||
Fair value of derivative instruments
|
1,259
|
19,791
|
||||||
Accrued environmental remediation costs
|
6,660
|
6,117
|
||||||
Accrued income and other taxes
|
3,142
|
1,274
|
||||||
Accumulated deferred income tax
|
-
|
156
|
||||||
Other
|
12,095
|
14,855
|
||||||
Total Current Liabilities
|
146,537
|
159,752
|
||||||
|
||||||||
Deferred Credits and Other Liabilities
|
||||||||
Regulatory liabilities - OPEB
|
7,975
|
6,988
|
||||||
Regulatory liabilities - other
|
97,485
|
99,009
|
||||||
Operating reserves
|
2,696
|
2,120
|
||||||
Fair value of derivative instruments
|
218
|
-
|
||||||
Accrued environmental remediation costs
|
7,293
|
9,726
|
||||||
Accrued OPEB costs
|
58,412
|
53,055
|
||||||
Accrued pension costs
|
113,227
|
121,911
|
||||||
Tax reserve
|
2,000
|
3,172
|
||||||
Other
|
19,705
|
17,955
|
||||||
Total Deferred Credits and Other Liabilities
|
309,011
|
313,936
|
||||||
|
||||||||
Accumulated Deferred Income Tax
|
266,181
|
234,543
|
||||||
|
||||||||
Commitments and Contingencies
|
||||||||
|
||||||||
Total Capitalization and Liabilities
|
$
|
1,660,367
|
$
|
1,592,503
|
|
Central Hudson Common Shareholders
|
|||||||||||||||||||||||||||||||||||
|
Common Stock
|
Treasury Stock
|
||||||||||||||||||||||||||||||||||
|
Shares Issued
|
Amount
|
Shares Repurchased
|
Amount
|
Paid-In Capital
|
Capital Stock Expense
|
Retained Earnings
|
Accumulated Other Comprehensive Income / (Loss)
|
Total Equity
|
|||||||||||||||||||||||||||
Balance at December 31, 2009
|
16,862,087
|
$
|
84,311
|
-
|
$
|
-
|
$
|
199,980
|
$
|
(4,961
|
)
|
$
|
150,750
|
$
|
-
|
$
|
430,080
|
|||||||||||||||||||
Net income
|
46,118
|
46,118
|
||||||||||||||||||||||||||||||||||
Dividends declared
|
||||||||||||||||||||||||||||||||||||
On cumulative Preferred Stock
|
(970
|
)
|
(970
|
)
|
||||||||||||||||||||||||||||||||
On Common Stock to parent - CH Energy Group
|
(31,000
|
)
|
(31,000
|
)
|
||||||||||||||||||||||||||||||||
Balance at December 31, 2010
|
16,862,087
|
$
|
84,311
|
-
|
$
|
-
|
$
|
199,980
|
$
|
(4,961
|
)
|
$
|
164,898
|
$
|
-
|
$
|
444,228
|
|||||||||||||||||||
Net income
|
45,037
|
45,037
|
||||||||||||||||||||||||||||||||||
Dividends declared
|
||||||||||||||||||||||||||||||||||||
On cumulative Preferred Stock
|
(970
|
)
|
(970
|
)
|
||||||||||||||||||||||||||||||||
On Common Stock to parent - CH Energy Group
|
(43,000
|
)
|
(43,000
|
)
|
||||||||||||||||||||||||||||||||
Balance at December 31, 2011
|
16,862,087
|
$
|
84,311
|
-
|
$
|
-
|
$
|
199,980
|
$
|
(4,961
|
)
|
$
|
165,965
|
$
|
-
|
$
|
445,295
|
|||||||||||||||||||
Net income
|
47,170
|
47,170
|
||||||||||||||||||||||||||||||||||
Preferred Stock Redemption
|
162
|
(342
|
)
|
(180
|
)
|
|||||||||||||||||||||||||||||||
Dividends declared
|
||||||||||||||||||||||||||||||||||||
On cumulative Preferred Stock
|
(624
|
)
|
(624
|
)
|
||||||||||||||||||||||||||||||||
On Common Stock to parent - CH Energy Group
|
(22,000
|
)
|
(22,000
|
)
|
||||||||||||||||||||||||||||||||
Balance at December 31, 2012
|
16,862,087
|
$
|
84,311
|
-
|
$
|
-
|
$
|
199,980
|
$
|
(4,799
|
)
|
$
|
190,169
|
$
|
-
|
$
|
469,661
|
·
|
Depreciation and amortization is based on estimates of the useful lives and estimated net salvage value of properties (as described in this Note under the caption "Depreciation and Amortization"). Amortizable intangible assets include trademarks, covenants not to compete and customer relationships related to Griffith, which are amortized based on an assessment of customer attrition as described in Note 6 - "Goodwill and Other Intangible Assets."
|
·
|
Estimates for uncollectible accounts are based on customer accounts receivable aging data as well as consideration of various quantitative and qualitative factors, including special collection issues. In the current year, the decrease in the allowance for doubtful accounts reflects the impact of lower energy prices along with enhanced collection efforts.
|
·
|
The tax reserve recorded by Central Hudson relates to a change in 2010 related to its tax return methodology for claiming deductions for incidental repair and maintenance expenditures on its utility assets. Although the Company believes that its methodology for claiming the deduction is consistent with the Internal Revenue Code and case law, Management cannot predict whether the Internal Revenue Service will accept the entirety of the deduction claimed. Accordingly, Central Hudson recorded a reserve based upon the expected outcome on audit. See Note 4 – "Income Tax" for further discussion of the tax reserve established.
|
·
|
The estimates for other operating reserves are based on assessments of future obligations related to injuries and damages and workers' compensation claims.
|
·
|
Unbilled revenues are determined based on the estimated sales for bimonthly accounts that have not been billed by Central Hudson in the current month. The estimation methods used in determining these sales are the same methods used for billing customers when actual meter readings cannot be obtained. Estimated unbilled revenues are reported as current assets, and include amounts recorded both in revenues and as regulatory liabilities. Revenues for 2012, 2011 and 2010 include an estimate for unbilled revenues of $11.2 million, $10.3 million and $10.1 million, respectively. Pursuant to regulatory requirements, a portion of unbilled revenue is offset by a regulatory liability and is not included in revenues. The portion of unbilled revenues offset by a regulatory liability at December 31, 2012, 2011 and 2010 was $6.0 million, $5.0 million and $6.1 million, respectively.
|
·
|
The significant assumptions and estimates used to account for the pension plan and other post-retirement benefit expenses and liabilities are the discount rate, the expected long-term rate of return on the retirement plan and post-retirement plan assets, the rate of compensation increase, the healthcare cost trend rate, mortality assumptions, and the method of amortizing gains and losses. For more information of the significant assumptions and estimates, see Note 10 – "Post-Employment Benefits."
|
·
|
Estimates are also reflected for certain commitments and contingencies where there is sufficient basis to project a future obligation. Disclosures related to these certain commitments and contingencies are included in Note 12 - "Commitments and Contingencies."
|
|
Company
|
Valuation Method
|
|
|
Central Hudson
|
Average cost
|
|
|
Griffith
|
FIFO
|
|
|
CH Energy Group
|
Central Hudson
|
||||||||||
|
December 31,
|
December 31,
|
December 31,
|
December 31,
|
||||||||
|
2012
|
2011
|
2012
|
2011
|
||||||||
Natural gas
|
$
|
7,638
|
$
|
11,711
|
$
|
7,638
|
$
|
11,711
|
||||
Petroleum products and propane
|
3,942
|
3,422
|
-
|
494
|
||||||||
Fuel used in electric generation
|
295
|
285
|
295
|
285
|
||||||||
Materials and supplies
|
12,621
|
9,696
|
11,331
|
8,547
|
||||||||
Total
|
$
|
24,496
|
$
|
25,114
|
$
|
19,264
|
$
|
21,037
|
|
|
|
Estimated
|
|
Utility Plant
|
||||
|
|
|
Depreciable
|
|
December 31,
|
||||
|
|
|
Life in Years
|
|
2012
|
|
2011
|
||
Electric
|
|
|
|
|
|
|
|
|
|
|
Production
|
|
25-75
|
|
$
|
37,890
|
|
$
|
37,826
|
|
Transmission
|
|
28-70
|
|
|
247,017
|
|
|
228,319
|
|
Distribution
|
|
7-80
|
|
|
778,634
|
|
|
741,068
|
|
Other
|
|
37
|
|
|
3,811
|
|
|
1,181
|
|
Total
|
|
|
|
$
|
1,067,352
|
|
$
|
1,008,394
|
|
|
|
|
|
|
|
|
|
|
Natural Gas
|
|
|
|
|
|
|
|
|
|
|
Production
|
|
25-60
|
|
$
|
-
|
|
$
|
5,695
|
|
Transmission
|
|
18-70
|
|
|
48,968
|
|
|
46,828
|
|
Distribution
|
|
25-85
|
|
|
270,848
|
|
|
252,699
|
|
Other
|
|
N/A
|
|
|
442
|
|
|
442
|
|
Total
|
|
|
|
$
|
320,258
|
|
$
|
305,664
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
|
|
|
|
|
|
|
|
Land and Structures
|
|
50
|
|
$
|
61,615
|
|
$
|
58,403
|
|
Office and Other Equipment, Radios and Tools
|
|
8-35
|
|
|
38,689
|
|
|
34,589
|
|
Transportation Equipment
|
|
10-12
|
|
|
46,466
|
|
|
43,690
|
|
Other
|
|
5
|
|
|
15,582
|
|
|
10,604
|
|
Total
|
|
|
|
$
|
162,352
|
|
$
|
147,286
|
|
Year Ended December 31,
|
|||||||||||||||||||||||||||||||||||
|
2012
|
2011
|
2010
|
|||||||||||||||||||||||||||||||||
|
Avg.
|
Net
|
Earnings
|
Avg.
|
Net
|
Earnings
|
Avg.
|
Net
|
Earnings
|
|||||||||||||||||||||||||||
|
Shares
|
Income
|
Per Share
|
Shares
|
Income
|
Per Share
|
Shares
|
Income
|
Per Share
|
|||||||||||||||||||||||||||
Earnings attributable to Common Stock - continuing operations
|
$
|
38,881
|
$
|
42,215
|
$
|
39,632
|
||||||||||||||||||||||||||||||
Earnings attributable to Common Stock - discontinued operations
|
$
|
-
|
$
|
3,125
|
$
|
(1,128
|
)
|
|||||||||||||||||||||||||||||
Average number of common shares outstanding - basic
|
14,909
|
15,278
|
15,785
|
|||||||||||||||||||||||||||||||||
Earnings per share - basic - continuing operations
|
$
|
2.61
|
$
|
2.77
|
$
|
2.51
|
||||||||||||||||||||||||||||||
Earnings per share - basic - discontinued operations
|
$
|
-
|
$
|
0.20
|
$
|
(0.07
|
)
|
|||||||||||||||||||||||||||||
Average dilutive effect of:
|
||||||||||||||||||||||||||||||||||||
Stock options(1) (2)
|
-
|
$
|
-
|
$
|
-
|
1
|
$
|
15
|
$
|
-
|
-
|
$
|
-
|
$
|
-
|
|||||||||||||||||||||
Performance shares(2)
|
159
|
$
|
-
|
$
|
0.03
|
164
|
$
|
-
|
$
|
0.03
|
119
|
$
|
-
|
$
|
0.02
|
|||||||||||||||||||||
Restricted shares(2)
|
31
|
$
|
-
|
$
|
-
|
38
|
$
|
-
|
$
|
0.01
|
48
|
$
|
-
|
$
|
0.01
|
|||||||||||||||||||||
Average number of common shares outstanding - diluted
|
15,099
|
$
|
38,881
|
$
|
2.58
|
15,481
|
$
|
45,355
|
$
|
2.93
|
15,952
|
$
|
38,504
|
$
|
2.41
|
(1)
|
As of December 31, 2012, there are no stock options outstanding. For 2010, certain stock options have been excluded from the computation of diluted earnings per share because the exercise prices were greater than the average market price of the Common Stock shares for that applicable year. The number of Common Stock shares represented by the options excluded from the above calculation were 16,620 for 2010. There were no shares excluded for 2011.
|
(2)
|
See Note 11 - "Equity-Based Compensation" for additional information regarding stock options, performance shares and restricted shares.
|
|
December 31, 2012
|
||||||
Transaction Description
|
Maximum Potential
Payments
|
Outstanding
Liabilities(1)
|
|||||
Heating oil, propane, other petroleum products, weather and commodity hedges (In Thousands)
|
$
|
30,650
|
$
|
6,534
|
(1)
|
Balance included in CH Energy Group's Consolidated Balance Sheet.
|
Management is not aware of any existing condition that would require payment under the guarantees.
|
|
December 31,
|
December 31,
|
||||||
|
2012
|
2011
|
||||||
Regulatory Assets (Debits):
|
||||||||
Current:
|
||||||||
Deferred purchased electric and natural gas costs (Note 1)
|
$
|
11,367
|
$
|
10,775
|
||||
Deferred unrealized losses on derivatives (Note 14)
|
1,259
|
19,791
|
||||||
PSC General and Temporary State Assessment and carrying charges
|
6,260
|
8,123
|
||||||
RDM and carrying charges (Note 1)
|
3,393
|
791
|
||||||
Residual natural gas deferred balances
|
4,554
|
4,554
|
||||||
Deferred debt expense on re-acquired debt
|
601
|
625
|
||||||
Deferred and accrued costs - MGP site remediation and carrying charges (Note 12)
|
4,605
|
4,577
|
||||||
Other
|
290
|
290
|
||||||
|
32,329
|
49,526
|
||||||
Long-term:
|
||||||||
Deferred pension costs (Note 10)
|
146,935
|
159,020
|
||||||
Deferred unrealized losses on derivatives (Note 14)
|
218
|
-
|
||||||
Carrying charges - pension reserve
|
9,182
|
4,986
|
||||||
Deferred and accrued costs - MGP site remediation and carrying charges (Note 12)
|
10,739
|
14,260
|
||||||
Deferred debt expense on re-acquired debt
|
4,737
|
5,332
|
||||||
Deferred Medicare Subsidy taxes
|
7,808
|
7,307
|
||||||
Residual natural gas deferred balances and carrying charges
|
5,443
|
9,829
|
||||||
Income taxes recoverable through future rates
|
29,908
|
42,997
|
||||||
Energy efficiency incentives
|
2,719
|
2,719
|
||||||
Deferred storm costs and carrying charges
|
23,274
|
15,416
|
||||||
Other
|
15,751
|
12,134
|
||||||
|
256,714
|
274,000
|
||||||
Total Regulatory Assets
|
$
|
289,043
|
$
|
323,526
|
||||
|
||||||||
Regulatory Liabilities (Credits):
|
||||||||
Current:
|
||||||||
Excess electric depreciation reserve
|
$
|
-
|
$
|
1,107
|
||||
Deferred unrealized gains on derivatives
|
95
|
-
|
||||||
Income taxes refundable through future rates
|
4,669
|
5,062
|
||||||
Deferred unbilled gas revenues
|
5,972
|
4,992
|
||||||
|
10,736
|
11,161
|
||||||
Long-term:
|
||||||||
Customer benefit fund
|
2,390
|
2,623
|
||||||
Deferred cost of removal (Note 1)
|
43,392
|
42,687
|
||||||
Rate Base impact of tax repair project and carrying charges
|
9,099
|
9,413
|
||||||
Excess electric depreciation reserve carrying charges
|
1,586
|
2,678
|
||||||
Deferred unrealized gains on derivatives (Note 14)
|
693
|
931
|
||||||
Income taxes refundable through future rates
|
21,062
|
29,648
|
||||||
Deferred OPEB costs
|
7,975
|
6,988
|
||||||
Carrying charges - OPEB reserve
|
9,949
|
5,405
|
||||||
Other
|
9,314
|
5,624
|
||||||
|
105,460
|
105,997
|
||||||
Total Regulatory Liabilities
|
$
|
116,196
|
$
|
117,158
|
||||
|
||||||||
Net Regulatory Assets
|
$
|
172,847
|
$
|
206,368
|
|
December 31,
2012
|
|||
Balances with offsetting accrued liability balances recoverable when future costs are actually incurred:
|
||||
Deferred pension related to underfunded status
|
$
|
139,058
|
||
Income taxes recoverable through future rates
|
29,908
|
|||
Deferred unrealized losses on derivatives
|
1,477
|
|||
Deferred costs - MGP sites
|
13,953
|
|||
Deferred Medicare Subsidy taxes
|
7,808
|
|||
Other
|
5,235
|
|||
|
197,439
|
|||
|
||||
Balances earning a return via inclusion in rates and/or the application of carrying charges:
|
||||
Residual natural gas deferred balances
|
4,581
|
|||
Deferred pension costs undercollected(1)
|
7,877
|
|||
PSC General and Temporary State Assessment
|
5,970
|
|||
Deferred Storm Costs
|
22,328
|
|||
Accrued costs - MGP sites
|
840
|
|||
Deferred debt expense on re-acquired debt
|
5,338
|
|||
Other(1)
|
10,030
|
|||
|
56,964
|
|||
|
||||
Subject to current recovery:
|
||||
Deferred purchased electric and natural gas costs
|
11,367
|
|||
Residual natural gas deferred balances
|
4,554
|
|||
RDM
|
3,317
|
|||
Other
|
221
|
|||
|
19,459
|
|||
|
||||
Other:
|
||||
Energy Efficiency Incentives(1)
|
2,719
|
|||
|
2,719
|
|||
|
||||
Accumulated carrying charges:(1)
|
||||
Pension reserve
|
9,182
|
|||
Other
|
3,280
|
|||
|
12,462
|
|||
|
||||
Total Regulatory Assets
|
$
|
289,043
|
(1)
|
Subject to recovery in Central Hudson's future rate proceedings.
|
Description
|
|
2009 Rate Order
|
|
2010 Rate Order
|
Electric delivery revenue increases
|
|
$39.6 million(1) 7/1/09
|
|
$11.8 million(2) 7/1/10
$9.3 million(2) 7/1/11
$9.1 million 7/1/12
|
Natural gas delivery revenue increases
|
|
$13.8 million 7/1/09
|
|
$5.7 million 7/1/10
$2.4 million 7/1/11
$1.6 million 7/1/12
|
ROE
|
|
10.0%
|
|
10.0%
|
Earnings sharing
|
|
No
|
|
Yes(3)
|
Capital structure – common equity
|
|
47%
|
|
48%
|
Targets with true-up provisions - % of revenue requirement to defer for shortfalls:
|
|
|
|
|
Capital Expenditures
|
|
Not applicable
|
|
Not applicable
|
Net plant balances
|
|
100%
|
|
100%
|
Transmission and distribution ROW maintenance
|
|
Not applicable
|
|
100%
|
RDMs – electric and natural gas(4)
|
|
Yes
|
|
Yes
|
New deferral accounting for full recovery:
|
|
|
|
|
Fixed debt costs
|
|
Yes
|
|
Yes(5)
|
Transmission sag mitigation
|
|
Yes
|
|
Yes
|
New York State Temporary Assessment
|
|
Yes
|
|
Yes
|
Material regulatory actions
|
|
Not applicable
|
|
Yes(6)
|
Property taxes – Deferral for 90% of excess/deficiency relative to revenue requirement
|
|
No
|
|
Yes(7)
|
(1)
|
Moderated by $20 million bill credit.
|
(2)
|
Moderated by $12 million and $4 million bill credits, respectively.
|
(3)
|
ROE > 10.5%, 50% to customers, > 11.0%, 80% to customers, > 11.5%, 90% to customers.
|
(4)
|
Electric is based on revenue dollars; gas is based on usage per customer.
|
(5)
|
Deferral authorization in RY2 and RY3 only.
|
(6)
|
Legislative, governmental or regulatory actions with individual impacts greater than or equal to 2% of net income of the applicable department.
|
(7)
|
The Company's pre-tax gain or loss limited to $0.7 million per rate year.
|
Impact
|
|
Category
|
|
Accounting
Reference
|
|
Title
|
|
Issued Date
|
|
Effective Date
|
1
|
|
Comprehensive Income (Topic 220)
|
|
ASU No. 2011-05
|
|
Presentation of Comprehensive Income
|
|
Jun-11
|
|
Jan-12
|
1
|
|
Intangibles - Goodwill and Other (Topic 350)
|
|
ASU No. 2011-08
|
|
Testing Goodwill for Impairment
|
|
Sept-11
|
|
Jan-12
|
1
|
|
Comprehensive Income (Topic 220)
|
|
ASU No. 2011-12
|
|
Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income
|
|
Dec-11
|
|
Jan-12
|
1
|
|
Fair Value Measurements (Topic 820)
|
|
ASU No. 2011-04
|
|
Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in US GAAP and IFRS
|
|
May-11
|
|
Jan-12
|
2
|
Balance Sheet (Topic 210)
|
ASU No. 2011-11
|
Disclosures about Offsetting Assets and Liabilities
|
Dec-11
|
Jan-13
|
|||||
3
|
|
Intangibles - Goodwill and Other (Topic 350)
|
|
ASU No. 2012-02
|
|
Amendments for Testing Indefinite-Lived Intangible Assets for Impairment
|
|
Jul-12
|
|
Sept-12
|
Impact Key:
|
|
|
|
|
|
|
|
|
|
(1)
|
No current impact on the financial condition, results of operations and cash flows of CH Energy Group and its subsidiaries when adopted on the effective date noted. Additional disclosures have been added or presentation of information modified where required.
|
||||||||
(2)
|
No anticipated impact on the financial condition, results of operations and cash flows of CH Energy Group and its subsidiaries upon future adoption.
|
(3)
|
No current impact on the financial condition, results of operations and cash flows of CH Energy Group and its subsidiaries when adopted on the earlier than the effective date noted. Additional disclosures have been added or presentation of information modified where required.
|
|
|
|
NOL Carryforward Amount
|
||||||||||
Year Ended
|
NOL
|
NOL Expires
|
CH Energy Group
|
Central Hudson
|
|||||||||
12/31/09
|
NY State
|
12/31/29
|
$
|
15,191
|
$
|
19,016
|
|||||||
12/31/10
|
Federal
|
12/31/30
|
$
|
14,980
|
$
|
10,213
|
|||||||
12/31/10
|
NY State
|
12/31/30
|
$
|
47,836
|
$
|
29,802
|
|||||||
12/31/11
|
Federal
|
12/31/31
|
$
|
1,651
|
$
|
-
|
|
Year Ended December 31,
|
|||||||
|
2012
|
2011
|
||||||
Balance at the beginning of the period
|
$
|
3,172
|
$
|
11,486
|
||||
Adjustment related to reserve related to Revenue Procedure 2011-43
|
-
|
(6,398
|
)
|
|||||
Adjustments related to tax accounting method change
|
(1,172
|
)
|
(1,916
|
)
|
||||
Balance at the end of the period
|
$
|
2,000
|
$
|
3,172
|
Jurisdiction
|
|
Tax Years Open for Audit
|
Federal(1)
|
|
2007 - 2012
|
New York State
|
|
2009 - 2012
|
|
Year Ended December 31,
|
|||||||||||
|
2012
|
2011
|
2010
|
|||||||||
Federal income tax
|
$
|
-
|
$
|
733
|
$
|
(28,089
|
)
|
|||||
State income tax
|
1,605
|
502
|
(3,048
|
)
|
||||||||
Deferred federal income tax
|
24,827
|
20,077
|
47,198
|
|||||||||
Deferred state income tax
|
476
|
578
|
1,948
|
|||||||||
Total income tax
|
$
|
26,908
|
$
|
21,890
|
$
|
18,009
|
|
Year Ended December 31,
|
|||||||||||
|
2012
|
2011
|
2010
|
|||||||||
Net income attributable to CH Energy Group
|
$
|
38,881
|
$
|
45,340
|
$
|
38,504
|
||||||
Preferred Stock dividends of Central Hudson
|
624
|
970
|
970
|
|||||||||
Preferred Stock Redemption Premium
|
342
|
-
|
-
|
|||||||||
Non-controlling interest in subsidiary
|
-
|
-
|
(272
|
)
|
||||||||
Federal income tax
|
-
|
733
|
(28,089
|
)
|
||||||||
State income tax
|
1,605
|
502
|
(3,048
|
)
|
||||||||
Deferred federal income tax
|
24,827
|
20,077
|
47,198
|
|||||||||
Deferred state income tax
|
476
|
578
|
1,948
|
|||||||||
Income before taxes
|
$
|
66,755
|
$
|
68,200
|
$
|
57,211
|
||||||
|
||||||||||||
Computed federal tax at 35% statutory rate
|
$
|
23,364
|
$
|
23,870
|
$
|
20,024
|
||||||
State income tax net of federal tax benefit
|
2,068
|
1,818
|
514
|
|||||||||
Depreciation flow-through
|
3,052
|
2,695
|
2,204
|
|||||||||
Cost of Removal
|
(2,297
|
)
|
(1,887
|
)
|
(1,582
|
)
|
||||||
Reclassification of funded deferred taxes
|
-
|
-
|
(1,332
|
)
|
||||||||
Merger Transaction Costs
|
3,545
|
-
|
-
|
|||||||||
Production tax credits
|
(1,271
|
)
|
(56
|
)
|
(447
|
)
|
||||||
Federal grant
|
-
|
(2,580
|
)
|
-
|
||||||||
Other
|
(1,553
|
)
|
(1,970
|
)
|
(1,372
|
)
|
||||||
Total income tax
|
$
|
26,908
|
$
|
21,890
|
$
|
18,009
|
||||||
|
||||||||||||
Effective tax rate - federal
|
37.2
|
%
|
30.5
|
%
|
33.4
|
%
|
||||||
Effective tax rate - state
|
3.1
|
%
|
1.6
|
%
|
(1.9
|
)%
|
||||||
Effective tax rate - combined
|
40.3
|
%
|
32.1
|
%
|
31.5
|
%
|
|
December 31,
|
|||||||
|
2012
|
2011
|
||||||
Accumulated Deferred Income Tax Asset:
|
||||||||
Unbilled revenues
|
$
|
8,053
|
$
|
7,942
|
||||
Plant-related
|
8,157
|
8,688
|
||||||
Regulatory liability - future income tax
|
21,078
|
30,663
|
||||||
OPEB expense
|
30,146
|
28,599
|
||||||
NOL carryforwards
|
9,761
|
19,959
|
||||||
Excess depreciation reserve | - | 439 | ||||||
Contributions in aid of construction
|
6,156
|
5,463
|
||||||
Directors and officers deferred compensation
|
5,282
|
4,688
|
||||||
Gas Costs
|
771
|
-
|
||||||
Other
|
23,507
|
21,409
|
||||||
Accumulated Deferred Income Tax Asset
|
112,911
|
127,850
|
||||||
|
||||||||
Accumulated Deferred Income Tax Liability:
|
||||||||
Depreciation
|
213,052
|
194,671
|
||||||
Repair allowance
|
9,674
|
10,083
|
||||||
Pension expense
|
22,443
|
13,710
|
||||||
Change in tax accounting for repairs
|
48,263
|
56,079
|
||||||
Regulatory asset - future income tax
|
21,637
|
34,069
|
||||||
Residual deferred gas balance
|
3,619
|
5,445
|
||||||
PSC assessments
|
2,102
|
2,532
|
||||||
Cost of removal
|
5,520
|
4,882
|
||||||
Electric fuel costs
|
4,310
|
5,182
|
||||||
Pension reserve carrying charges
|
3,637
|
1,976
|
||||||
Revenue decoupling mechanism
|
1,836
|
938
|
||||||
Gas costs
|
-
|
704
|
||||||
Storm deferrals
|
8,846
|
6,050
|
||||||
Other
|
22,661
|
20,794
|
||||||
Accumulated Deferred Income Tax Liability
|
367,600
|
357,115
|
||||||
Net Deferred Income Tax Liability
|
254,689
|
229,265
|
||||||
Net Current Deferred Income Tax Asset
|
(12,205
|
)
|
(5,895
|
)
|
||||
Net Long-term Deferred Income Tax Liability
|
$
|
266,894
|
$
|
235,160
|
|
Year Ended December 31,
|
|||||||||||
|
2012
|
2011
|
2010
|
|||||||||
Federal income tax
|
$
|
-
|
$
|
-
|
$
|
(25,139
|
)
|
|||||
State income tax
|
1,637
|
-
|
(634
|
)
|
||||||||
Deferred federal income tax
|
25,112
|
24,988
|
48,894
|
|||||||||
Deferred state income tax
|
2,042
|
3,189
|
3,043
|
|||||||||
Total income tax
|
$
|
28,791
|
$
|
28,177
|
$
|
26,164
|
|
Year Ended December 31,
|
|||||||||||
|
2012
|
2011
|
2010
|
|||||||||
Net income
|
$
|
47,170
|
$
|
45,037
|
$
|
46,118
|
||||||
Federal income tax
|
-
|
-
|
(25,139
|
)
|
||||||||
State income tax
|
1,637
|
-
|
(634
|
)
|
||||||||
Deferred federal income tax
|
25,112
|
24,988
|
48,894
|
|||||||||
Deferred state income tax
|
2,042
|
3,189
|
3,043
|
|||||||||
Income before taxes
|
$
|
75,961
|
$
|
73,214
|
$
|
72,282
|
||||||
|
||||||||||||
Computed federal tax at 35% statutory rate
|
$
|
26,586
|
$
|
25,625
|
$
|
25,299
|
||||||
State income tax net of federal tax benefit
|
3,106
|
3,189
|
2,631
|
|||||||||
Depreciation flow-through
|
3,052
|
2,695
|
2,204
|
|||||||||
Cost of Removal
|
(2,297
|
)
|
(1,887
|
)
|
(1,582
|
)
|
||||||
Reclassification of funded deferred taxes
|
-
|
-
|
(1,332
|
)
|
||||||||
Other
|
(1,656
|
)
|
(1,445
|
)
|
(1,056
|
)
|
||||||
Total income tax
|
$
|
28,791
|
$
|
28,177
|
$
|
26,164
|
||||||
|
||||||||||||
Effective tax rate - federal
|
33.1
|
%
|
34.1
|
%
|
32.9
|
%
|
||||||
Effective tax rate - state
|
4.8
|
%
|
4.4
|
%
|
3.3
|
% | ||||||
Effective tax rate - combined
|
37.9
|
%
|
38.5
|
%
|
36.2
|
%
|
|
December 31,
|
|||||||
|
2012
|
2011
|
||||||
Accumulated Deferred Income Tax Asset:
|
||||||||
Unbilled revenues
|
$
|
8,053
|
$
|
7,942
|
||||
Plant-related
|
8,157
|
8,688
|
||||||
OPEB expense
|
30,146
|
28,599
|
||||||
NOL carryforwards
|
5,652
|
14,907
|
||||||
Excess depreciation reserve
|
-
|
439
|
||||||
Contributions in aid of construction
|
6,156
|
5,463
|
||||||
Regulatory liability - future income tax
|
21,078
|
30,663
|
||||||
Directors and officers deferred compensation
|
5,282
|
4,688
|
||||||
Gas costs
|
771
|
-
|
||||||
Other
|
20,724
|
20,411
|
||||||
Accumulated Deferred Income Tax Asset
|
106,019
|
121,800
|
||||||
|
||||||||
Accumulated Deferred Income Tax Liability:
|
||||||||
Depreciation
|
213,052
|
194,671
|
||||||
Repair allowance
|
9,674
|
10,083
|
||||||
Pension expense
|
22,443
|
13,710
|
||||||
Change in tax accounting for repairs
|
48,263
|
56,079
|
||||||
Regulatory asset - future income tax
|
21,637
|
34,069
|
||||||
Residual deferred gas balance
|
3,619
|
5,445
|
||||||
PSC assessments
|
2,102
|
2,532
|
||||||
Cost of removal
|
5,520
|
4,882
|
||||||
Electric fuel costs
|
4,310
|
5,182
|
||||||
Pension reserve carrying charges
|
3,637
|
1,976
|
||||||
Revenue decoupling mechanism
|
1,836
|
938
|
||||||
Gas costs
|
-
|
704
|
||||||
Storm deferrals
|
8,846
|
6,050
|
||||||
Other
|
21,948
|
20,178
|
||||||
Accumulated Deferred Income Tax Liability
|
366,887
|
356,499
|
||||||
Net Deferred Income Tax Liability
|
260,868
|
234,699
|
||||||
Net Current Deferred Income Tax (Asset) Liability
|
(5,313
|
)
|
156
|
|||||
Net Long-term Deferred Income Tax Liability
|
$
|
266,181
|
$
|
234,543
|
|
# of
|
Total
|
Total
|
|||||||||||||
|
Acquired
|
Purchase
|
Intangible
|
Tangible
|
||||||||||||
Year Ended
|
Companies
|
Price
|
Assets(1)
|
Goodwill
|
Assets
|
|||||||||||
December 31, 2012
|
5
|
$
|
3,499
|
$
|
3,129
|
$
|
1,469
|
$
|
370
|
|||||||
December 31, 2011
|
6
|
|
4,451
|
|
4,274
|
|
1,572
|
|
177
|
|||||||
December 31, 2010
|
1
|
743
|
621
|
289
|
122
|
|||||||||||
Total
|
12
|
$
|
8,693
|
$
|
8,024
|
$
|
3,330
|
$
|
669
|
(1) Including goodwill.
|
|
CH-Auburn
|
Shirley Wind
|
Lyonsdale
|
CH-Greentree
|
||||||||||||
Date of Sale
|
9/16/2011
|
8/11/2011
|
5/1/2011
|
12/29/2011
|
||||||||||||
|
||||||||||||||||
Assets:
|
||||||||||||||||
Current Assets
|
$
|
174
|
$
|
623
|
$
|
2,099
|
$
|
-
|
||||||||
Other Assets
|
-
|
461
|
-
|
-
|
||||||||||||
Property, Plant and Equipment:
|
||||||||||||||||
Property, plant and equipment
|
4,667
|
32,564
|
10,670
|
5,500
|
||||||||||||
Less: Accumulated depreciation
|
626
|
657
|
4,191
|
1,205
|
||||||||||||
Total property, plant and equipment, net
|
4,041
|
31,907
|
6,479
|
4,295
|
||||||||||||
Assets sold
|
$
|
4,215
|
$
|
32,991
|
$
|
8,578
|
$
|
4,295
|
||||||||
|
||||||||||||||||
Liabilities:
|
||||||||||||||||
Current Liabilities
|
$
|
85
|
$
|
6
|
$
|
322
|
$
|
-
|
||||||||
Other Liabilities
|
1,736
|
-
|
-
|
-
|
||||||||||||
Liabilities sold
|
$
|
1,821
|
$
|
6
|
$
|
322
|
$
|
-
|
||||||||
|
||||||||||||||||
Net Assets Sold
|
$
|
2,394
|
$
|
32,985
|
$
|
8,256
|
$
|
4,295
|
||||||||
Net Proceeds from Sale
|
$
|
3,673
|
$
|
33,100
|
$
|
7,700
|
$
|
3,000
|
||||||||
Pre-tax gain (loss) on sales transaction(1)
|
$
|
1,279
|
$
|
115
|
$
|
(556
|
)
|
$
|
(1,295
|
)
|
||||||
Tax Benefit of Federal Grant Received(2)
|
$
|
277
|
$
|
2,303
|
$
|
-
|
$
|
-
|
||||||||
Net Increase (Decrease) to Earnings
|
$
|
1,050
|
$
|
2,391
|
$
|
(328
|
)
|
$
|
(769
|
)
|
(1)
|
Included in the Gain from the sale of discontinued operations line of the CH Energy Group Consolidated Income Statement.
|
(2)
|
Included in the Income tax (benefit) expense from discontinued operations line of the CH Energy Group Consolidated Income Statement.
|
|
Year Ended December 31,
|
|||||||||||
|
2012
|
2011
|
2010
|
|||||||||
Revenues from discontinued operations
|
$
|
-
|
$
|
6,948
|
$
|
12,196
|
||||||
Income (loss) from discontinued operations before tax
|
-
|
1,660
|
(2,333
|
)
|
||||||||
Loss from sale of discontinued operations
|
-
|
(457
|
)
|
-
|
||||||||
Income tax benefit from discontinued operations
|
-
|
(1,923
|
)
|
(1,205
|
)
|
CHEC Investment
|
|
Description
|
|
Intercompany Debt
|
|
Equity Investment
|
|
Total
|
||||
Griffith Energy Services
|
|
100% controlling interest in a fuel distribution business
|
|
$
|
33,000
|
|
$
|
36,414
|
|
$
|
69,414
|
|
CH-Community Wind
|
|
50% equity interest in a joint venture that owns 18% interest in two operating wind projects
|
|
1
|
-
|
|
|
-
|
|
|
-
|
|
Other
|
|
Partnerships and an energy sector venture capital fund
|
|
|
-
|
|
|
2,536
|
|
|
2,536
|
|
|
|
|
|
|
$
|
33,000
|
|
$
|
38,950
|
|
$
|
71,950
|
|
December 31, 2012
|
December 31, 2011
|
||||||||||||||
|
Gross Carrying Amount
|
Accumulated Amortization
|
Gross Carrying Amount
|
Accumulated Amortization
|
||||||||||||
Customer relationships
|
$
|
37,709
|
$
|
26,017
|
$
|
36,517
|
$
|
23,571
|
||||||||
Trademarks
|
318
|
-
|
-
|
-
|
||||||||||||
Covenants not to compete
|
411
|
97
|
361
|
134
|
||||||||||||
Total Amortizable Intangibles
|
$
|
38,438
|
$
|
26,114
|
$
|
36,878
|
$
|
23,705
|
|
Year Ended December 31,
|
|||||||||||
|
2012
|
2011
|
2010
|
|||||||||
Intangibles Amortization Expense (In Thousands)
|
$
|
2,509
|
$
|
2,396
|
$
|
2,277
|
|
2013
|
2014
|
2015
|
2016
|
2017
|
|||||||||||||||
Estimated Amortization Expense
|
$
|
2,645
|
$
|
2,636
|
$
|
2,374
|
$
|
988
|
$
|
683
|
Description
|
CH Energy Group
|
Central Hudson
|
||||||||||||||
Revolving Credit Facilities:(1)
|
||||||||||||||||
Limit
|
$100 million
|
$150 million(2)
|
||||||||||||||
Expiration
|
October 2015
|
October 2016
|
||||||||||||||
|
||||||||||||||||
|
December 31,
|
December 31,
|
||||||||||||||
(In Thousands)
|
2012
|
2011
|
2012
|
2011
|
||||||||||||
Outstanding
|
$
|
19,500
|
$
|
6,500
|
$
|
-
|
$
|
1,500
|
||||||||
|
||||||||||||||||
Uncommitted Credit:(3)
|
None
|
|||||||||||||||
Outstanding
|
$
|
-
|
$
|
-
|
(1)
|
Providing committed credit.
|
(2)
|
Pursuant to PSC authorization, through December 31, 2015, Central Hudson is authorized to increase this limit to $175 million. Such an increase could provide greater liquidity to support construction forecasts, seasonality of the business, volatile energy markets, adverse borrowing environments and other unforeseen events.
|
(3)
|
To diversify cash sources and provide competitive options to minimize Central Hudson's cost of short-term debt.
|
|
|
Redemption
|
|
Shares Outstanding
|
|||
|
|
Price
|
|
December 31,
|
|||
Series
|
|
12/31/12
|
|
2012
|
|
2011
|
|
4.50%
|
|
$
|
107.00
|
|
70,285
|
|
70,285
|
4.75%
|
|
|
106.75
|
|
19,980
|
|
19,980
|
4.35%
|
|
|
102.00
|
|
-
|
|
60,000
|
4.96%
|
|
|
101.00
|
|
-
|
|
60,000
|
|
|
|
|
|
90,265
|
|
210,265
|
|
|
December 31,
|
||||||||
Series
|
Maturity Date
|
2012
|
2011
|
|||||||
Central Hudson:
|
|
|||||||||
Promissory Notes:
|
|
|||||||||
2002 Series D (6.64%)(3)
|
Mar. 28, 2012
|
$
|
-
|
$
|
36,000
|
|||||
2008 Series F (6.854%)(5)
|
Nov. 01, 2013
|
30,000
|
30,000
|
|||||||
2004 Series D (4.73%)(3)
|
Feb. 27, 2014
|
7,000
|
7,000
|
|||||||
2004 Series E (4.80%)(4)
|
Nov. 05, 2014
|
7,000
|
7,000
|
|||||||
2007 Series F (6.028%)(5)
|
Sep. 01, 2017
|
33,000
|
33,000
|
|||||||
2004 Series E (5.05%)(4)
|
Nov. 04, 2019
|
27,000
|
27,000
|
|||||||
1998 Series A (6.50%)(1)
|
Dec. 01, 2028
|
16,700
|
16,700
|
|||||||
2006 Series E (5.76%)(4)
|
Nov. 17, 2031
|
27,000
|
27,000
|
|||||||
1999 Series B(1)(2)
|
Jul. 01, 2034
|
33,700
|
33,700
|
|||||||
2005 Series E (5.84%)(4)
|
Dec. 05, 2035
|
24,000
|
24,000
|
|||||||
2007 Series F (5.804%)(5)
|
Mar. 23, 2037
|
33,000
|
33,000
|
|||||||
2009 Series F (5.80%)(5)
|
Nov. 01, 2039
|
24,000
|
24,000
|
|||||||
2010 Series A (4.30%)(6)
|
Sep. 21, 2020
|
16,000
|
16,000
|
|||||||
2010 Series B (5.64%)(6)
|
Sep. 21, 2040
|
24,000
|
24,000
|
|||||||
2010 Series G (2.756%)(6)
|
Apr. 01, 2016
|
8,000
|
8,000
|
|||||||
2010 Series G (4.15%)(6)
|
Apr. 01, 2021
|
44,150
|
44,150
|
|||||||
2010 Series G (5.716%)(6)
|
Apr. 01, 2041
|
30,000
|
30,000
|
|||||||
2011 Series G (3.378%)(6)
|
Apr. 01, 2022
|
23,400
|
23,400
|
|||||||
2011 Series G (4.707%)(6)
|
Apr. 01, 2042
|
10,000
|
10,000
|
|||||||
2012 Series G (4.776%)(6)
|
Apr. 01, 2042
|
48,000
|
-
|
|||||||
2012 Series G (4.065%)(6)
|
Oct. 01, 2042
|
24,000
|
-
|
|||||||
|
|
489,950
|
453,950
|
|||||||
|
|
|||||||||
|
|
|||||||||
Less: Current Portion
|
|
(30,000
|
)
|
(36,000
|
)
|
|||||
|
|
|||||||||
Central Hudson Net Long-term debt
|
|
$
|
459,950
|
$
|
417,950
|
|||||
|
|
|||||||||
CH Energy Group:
|
|
|||||||||
Promissory Notes:
|
|
|||||||||
2009 Series A (6.58%)
|
Apr. 17, 2014
|
$
|
6,500
|
$
|
6,500
|
|||||
2009 Series B (6.80%)
|
Dec. 15, 2025
|
21,552
|
22,559
|
|||||||
|
|
|||||||||
Less: Current Portion
|
|
(1,076
|
)
|
(1,006
|
)
|
|||||
|
|
|||||||||
CH Energy Group Net Long-term debt
|
|
$
|
486,926
|
$
|
446,003
|
(1)
|
Promissory Notes issued in connection with the sale by NYSERDA of tax-exempt pollution control revenue bonds.
|
(2)
|
Variable (auction) rate notes.
|
(3)
|
Issued pursuant to a 2001 PSC Order approving the issuance by Central Hudson prior to June 30, 2004, of up to $100 million of unsecured medium-term notes.
|
(4)
|
Issued pursuant to a 2004 PSC Order approving the issuance by Central Hudson prior to December 31, 2006, of up to $85 million of unsecured medium-term notes.
|
(5)
|
Issued pursuant to a 2006 PSC Order approving the issuance by Central Hudson prior to December 31, 2009, of up to $120 million of unsecured medium-term notes.
|
(6)
|
Issued pursuant to a 2009 PSC Order approving the issuance by Central Hudson prior to December 31, 2012, of up to $250 million of unsecured medium-term notes or other forms of long-term indebtedness.
|
|
December 31,
|
|||||
|
2012
|
2011
|
||||
Accrued pension costs
|
$
|
113,885
|
$
|
122,562
|
|
December 31,
|
|||||||
|
2012
|
2011
|
||||||
Prefunded pension costs prior to funding status adjustment
|
$
|
25,172
|
$
|
30,270
|
||||
Additional liability required
|
(139,057
|
)
|
(152,832
|
)
|
||||
Total accrued pension costs
|
$
|
(113,885
|
)
|
$
|
(122,562
|
)
|
||
Total offset to additional liability - Regulatory assets - Pension Plan
|
$
|
139,057
|
$
|
152,832
|
Asset Class
|
December 31,
2011
|
Minimum
|
Target Average
|
Maximum
|
December 31,
2012
|
|||||||||||||||
Equity Securities
|
35.8
|
%
|
45
|
%
|
50
|
%
|
55
|
%
|
50.5
|
%
|
||||||||||
Debt Securities
|
54.4
|
%
|
45
|
%
|
50
|
%
|
55
|
%
|
47.4
|
%
|
||||||||||
Other(1)
|
9.8
|
%
|
-
|
%
|
-
|
%
|
-
|
%
|
2.1
|
%
|
(1)
|
Consists of temporary cash investments, as well as receivables for investments sold and interest, and payables for investments purchased, which have not settled as of that date.
|
Investment Type
|
Market Value at 12/31/12
|
% of Total
|
Market Value at 12/31/11
|
% of Total
|
||||||||||||
Level 1:
|
||||||||||||||||
Cash
|
$
|
98
|
-
|
%
|
$
|
20
|
-
|
%
|
||||||||
Level 2:
|
||||||||||||||||
Investment Funds - Equities(1)
|
249,641
|
50.5
|
154,657
|
35.8
|
||||||||||||
Investment Funds - Fixed Income(1)
|
234,430
|
47.4
|
235,168
|
54.4
|
||||||||||||
Cash Equivalents(2)
|
8,839
|
1.8
|
3,731
|
0.9
|
||||||||||||
Receivable for Securities Sold(2)
|
-
|
-
|
40,415
|
9.4
|
||||||||||||
Payable for Securities Purchased(2)
|
-
|
-
|
(3,374
|
)
|
(0.8
|
)
|
||||||||||
Other Investments
|
1,434
|
0.3
|
1,511
|
0.3
|
||||||||||||
|
$
|
494,442
|
100.0
|
%
|
$
|
432,128
|
100.0
|
%
|
(1)
|
Reported at net asset value, which equals redemption price on that date.
|
|
(2)
|
Reported at stated value, which approximates fair value on that date.
|
|
Asset Class
|
December 31, 2011
|
Minimum
|
Target
Average
|
Maximum
|
December 31, 2012
|
|||||||||||||||
Equity Securities
|
64.0
|
%
|
55
|
%
|
65
|
%
|
75
|
%
|
63.5
|
%
|
||||||||||
Debt Securities
|
35.8
|
%
|
25
|
%
|
35
|
%
|
35
|
%
|
36.2
|
%
|
||||||||||
Other
|
0.2
|
%
|
-
|
%
|
-
|
%
|
-
|
%
|
0.3
|
%
|
Investment Type
|
Market Value at 12/31/12
|
% of Total
|
Market Value at 12/31/11
|
% of Total
|
||||||||||||
Level 1:
|
||||||||||||||||
Cash
|
$
|
3
|
-
|
%
|
$
|
1
|
-
|
%
|
||||||||
Level 2:
|
||||||||||||||||
Investment Funds - Equities(1)
|
7,364
|
50.5
|
4,044
|
35.8
|
||||||||||||
Investment Funds - Fixed Income(1)
|
6,916
|
47.4
|
6,149
|
54.4
|
||||||||||||
Cash Equivalents(2)
|
261
|
1.8
|
97
|
0.9
|
||||||||||||
Receivable for Securities Sold(2)
|
-
|
-
|
1,057
|
9.4
|
||||||||||||
Payable for Securities Purchased(2)
|
-
|
-
|
(88
|
)
|
(0.8
|
)
|
||||||||||
Other Investments
|
42
|
0.3
|
39
|
0.3
|
||||||||||||
|
$
|
14,586
|
100.0
|
%
|
$
|
11,299
|
100.0
|
%
|
(1)
|
Reported at net asset value, which equals redemption price on that date.
|
|
(2)
|
Reported at stated value, which approximates fair value on that date.
|
Investment Type
|
Market Value at 12/31/12
|
% of Total
|
Market Value at 12/31/11
|
% of Total
|
||||||||||||
Level 1:
|
||||||||||||||||
Investment Funds - Money Market Mutual Fund
|
$
|
213
|
0.3
|
%
|
$
|
191
|
0.2
|
%
|
||||||||
Investment Funds - Fixed Income Mutual Funds
|
18,483
|
21.9
|
16,996
|
21.9
|
||||||||||||
Investment Funds - Equity Securities Mutual Funds
|
37,236
|
44.1
|
34,487
|
44.4
|
||||||||||||
Level 2:(1)
|
||||||||||||||||
Fixed Income Commingled Fund
|
12,087
|
14.3
|
10,757
|
13.9
|
||||||||||||
Investment Funds - Equity Securities Commingled Fund
|
16,345
|
19.4
|
15,214
|
19.6
|
||||||||||||
|
$
|
84,364
|
100.0
|
%
|
$
|
77,645
|
100.0
|
%
|
(1)
|
The Level 2 funds do not have market data available; however, the underlying securities held by those funds do have published market data available.
|
|
|
Pension Benefits
|
Other Benefits
|
||||||||||||||
|
2012
|
2011
|
2012
|
2011
|
||||||||||||
Change in Benefit Obligation:
|
||||||||||||||||
Benefit obligation at beginning of year
|
$
|
554,690
|
$
|
500,160
|
$
|
141,999
|
$
|
136,455
|
||||||||
Service cost
|
10,964
|
9,794
|
2,569
|
2,576
|
||||||||||||
Interest cost
|
24,712
|
26,147
|
6,183
|
6,649
|
||||||||||||
Participant contributions
|
-
|
-
|
477
|
585
|
||||||||||||
Plan amendments
|
456
|
-
|
-
|
-
|
||||||||||||
Benefits paid
|
(28,170
|
)
|
(29,190
|
)
|
(6,314
|
)
|
(6,437
|
)
|
||||||||
Actuarial loss
|
45,675
|
47,779
|
12,448
|
2,171
|
||||||||||||
Benefit Obligation at End of Plan Year
|
$
|
608,327
|
$
|
554,690
|
$
|
157,362
|
$
|
141,999
|
||||||||
Change in Plan Assets:
|
||||||||||||||||
Fair Value of plan assets at beginning of year
|
$
|
432,128
|
$
|
396,933
|
$
|
88,944
|
$
|
91,088
|
||||||||
Adjustment / other
|
32
|
-
|
(32
|
)
|
-
|
|||||||||||
Actual return on plan assets
|
63,421
|
33,807
|
12,675
|
2,633
|
||||||||||||
Employer contributions
|
28,658
|
32,699
|
3,269
|
1,184
|
||||||||||||
Participant contributions
|
-
|
-
|
477
|
585
|
||||||||||||
Benefits paid
|
(28,170
|
)
|
(29,190
|
)
|
(6,314
|
)
|
(6,437
|
)
|
||||||||
Administrative expenses
|
(1,627
|
)
|
(2,121
|
)
|
(69
|
)
|
(109
|
)
|
||||||||
Fair Value of Plan Assets at End of Plan Year
|
$
|
494,442
|
$
|
432,128
|
$
|
98,950
|
$
|
88,944
|
||||||||
Reconciliation of Funded Status:
|
||||||||||||||||
Funded Status at end of year
|
$
|
(113,885
|
)
|
$
|
(122,562
|
)
|
$
|
(58,412
|
)
|
$
|
(53,055
|
)
|
||||
Amounts Recognized on Balance Sheet:
|
||||||||||||||||
Current liabilities
|
$
|
(658
|
)
|
$
|
(651
|
)
|
$
|
-
|
$
|
-
|
||||||
Noncurrent liabilities
|
(113,227
|
)
|
(121,911
|
)
|
(58,412
|
)
|
(53,055
|
)
|
||||||||
Net amount recognized on Balance Sheet
|
(113,885
|
)
|
(122,562
|
)
|
(58,412
|
)
|
(53,055
|
)
|
||||||||
Regulatory asset:
|
||||||||||||||||
Net loss
|
132,360
|
144,588
|
27,462
|
29,819
|
||||||||||||
Prior service costs (credit)
|
6,697
|
8,244
|
(33,779
|
)
|
(39,639
|
)
|
||||||||||
Transition obligation
|
-
|
-
|
6
|
2,553
|
||||||||||||
Components of Net Periodic Benefit Cost:
|
||||||||||||||||
Service cost
|
$
|
10,964
|
$
|
9,794
|
$
|
2,569
|
$
|
2,576
|
||||||||
Interest cost
|
24,712
|
26,147
|
6,183
|
6,649
|
||||||||||||
Expected return on plan assets
|
(27,074
|
)
|
(27,441
|
)
|
(6,754
|
)
|
(6,938
|
)
|
||||||||
Amortization of prior service cost (credit)
|
2,002
|
2,144
|
(5,859
|
)
|
(5,866
|
)
|
||||||||||
Amortization of transitional obligation
|
-
|
-
|
2,547
|
2,566
|
||||||||||||
Amortization of actuarial net loss
|
23,151
|
26,093
|
8,139
|
9,306
|
||||||||||||
Net Periodic Benefit Cost
|
$
|
33,755
|
$
|
36,737
|
$
|
6,825
|
$
|
8,293
|
|
Pension Benefits
|
Other Benefits
|
||||||||||||||
|
2012
|
2011
|
2012
|
2011
|
||||||||||||
Other Changes in Plan Assets and Benefit Obligation Recognized in Regulatory Assets:
|
||||||||||||||||
Net loss
|
$
|
10,924
|
$
|
43,535
|
$
|
5,782
|
$
|
6,621
|
||||||||
Amortization of actuarial net loss
|
(23,151
|
)
|
(26,093
|
)
|
(8,139
|
)
|
(9,306
|
)
|
||||||||
Prior service credit
|
456
|
-
|
-
|
-
|
||||||||||||
Amortization of prior service (cost) credit
|
(2,002
|
)
|
(2,144
|
)
|
5,859
|
5,866
|
||||||||||
Amortization of transitional obligation
|
-
|
-
|
(2,547
|
)
|
(2,566
|
)
|
||||||||||
Total recognized in regulatory asset
|
$
|
(13,773
|
)
|
$
|
15,298
|
$
|
955
|
$
|
615
|
|||||||
|
||||||||||||||||
Total recognized in net periodic benefit cost and regulatory asset
|
$
|
19,982
|
$
|
52,035
|
$
|
7,780
|
$
|
8,908
|
||||||||
|
||||||||||||||||
Weighted-average assumptions used to determine benefit obligations:
|
||||||||||||||||
Discount rate
|
3.80
|
%
|
4.50
|
%
|
3.70
|
%
|
4.50
|
%
|
||||||||
Rate of compensation increase (average)
|
4.00
|
%
|
5.00
|
%
|
4.00
|
%
|
5.00
|
%
|
||||||||
Measurement date
|
12/31/12
|
12/31/11
|
12/31/12
|
12/31/11
|
||||||||||||
Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31:
|
||||||||||||||||
Discount rate
|
4.50
|
%
|
5.30
|
%
|
4.50
|
%
|
5.20
|
%
|
||||||||
Expected long-term rate of return on plan assets
|
6.25
|
%
|
7.00
|
%
|
7.80
|
%
|
7.90
|
%
|
||||||||
Rate of compensation increase (average)
|
5.00
|
%
|
5.00
|
%
|
5.00
|
%
|
5.00
|
%
|
||||||||
|
||||||||||||||||
Assumed health care cost trend rates at December 31:
|
||||||||||||||||
Health care cost trend rate assumed for next year
|
N/A
|
|
N/A
|
|
7.85
|
%
|
8.04
|
%
|
||||||||
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
N/A
|
|
N/A
|
|
4.50
|
%
|
4.50
|
%
|
||||||||
Year that the rate reaches the ultimate trend rate
|
N/A
|
|
N/A
|
|
2029
|
2029
|
||||||||||
|
||||||||||||||||
Pension plans with accumulated benefit obligations in excess of plan assets:
|
||||||||||||||||
Projected benefit obligation
|
$
|
608,328
|
$
|
554,690
|
N/
|
A
|
N/
|
A
|
||||||||
Accumulated benefit obligation
|
$
|
553,490
|
$
|
502,404
|
N/
|
A
|
N/
|
A
|
||||||||
Fair Value of plan assets
|
$
|
494,442
|
$
|
432,128
|
N/
|
A
|
N/
|
A
|
|
One Percentage Point
|
|||||
|
Increase
|
Decrease
|
||||
Effect on total of service and interest cost components for 2012
|
$
|
447
|
$
|
(382
|
)
|
|
Effect on year-end 2012 post-retirement benefit obligation
|
$
|
4,916
|
$
|
(4,292
|
)
|
Year
|
Pension Benefits - Gross
|
Other Benefits - Gross
|
Other Benefits - Net(1)
|
|||||||||
2013
|
$
|
29,921
|
$
|
7,880
|
$
|
7,229
|
||||||
2014
|
30,174
|
8,206
|
7,523
|
|||||||||
2015
|
30,486
|
8,498
|
7,782
|
|||||||||
2016
|
30,999
|
8,786
|
8,037
|
|||||||||
2017
|
31,601
|
9,094
|
8,311
|
|||||||||
2018 - 2022
|
172,040
|
49,712
|
45,307
|
(1) Estimated benefit payments reduced by estimated gross amount of Medicare Act of 2003 subsidy receipts expected.
|
|
Stock Option Shares
|
Weighted Average Exercise Price
|
Weighted Average Remaining Life in Years
|
|||||||||
Outstanding at 12/31/11
|
12,840
|
$
|
48.62
|
-
|
||||||||
Granted
|
-
|
-
|
-
|
|||||||||
Exercised
|
12,840
|
48.62
|
-
|
|||||||||
Expired / Forfeited
|
-
|
-
|
-
|
|||||||||
Outstanding at 12/31/12
|
-
|
$
|
-
|
-
|
Grant Date
|
Grant Date Fair Value
|
Performance Shares Granted
|
Performance Shares Outstanding at December 31, 2012
|
||||||||||
February 8, 2010
|
$
|
38.62
|
48,740
|
37,348
|
(1)
|
|
|||||||
February 7, 2011
|
$
|
49.77
|
40,320
|
40,320
|
|||||||||
February 6, 2012
|
$
|
58.15
|
39,440
|
39,440
|
(1)
|
CH Energy Group treasury stock of 613 shares in 2011 and 4,128 in 2012 were issued in satisfaction of the pro-rated payout of an officer who retired in 2011 and the accelerated payment to certain executive officers in 2012, respectively.
|
|
Grant Date
|
|
Type of Award
|
|
Shares or
Stock Units Granted
|
|
Grant Date
Fair Value
|
|
Vesting Terms
|
|
Unvested Shares Outstanding at December 31, 2012
|
|
|
October 1, 2009
|
|
Shares
|
|
14,375
|
|
$
|
43.86
|
|
Ratably over 5 years
|
|
5,750
|
|
November 20, 2009
|
|
Stock Units
|
|
13,900
|
|
$
|
41.43
|
|
1/3 each year in Years 5, 6 and 7
|
|
13,900
|
|
February 8, 2010
|
|
Shares
|
|
3,060
|
|
$
|
38.62
|
|
End of 3 years
|
|
2,655
|
(1)
|
February 10, 2010
|
|
Shares
|
|
5,200
|
|
$
|
38.89
|
|
End of 3 years
|
|
1,680
|
(2)
|
November 15, 2010
|
|
Shares
|
|
3,000
|
|
$
|
46.53
|
|
Ratably over 3 years
|
|
1,000
|
|
February 7, 2011
|
|
Shares
|
|
1,500
|
|
$
|
49.77
|
|
1/3 each year in Years 3, 4 and 5
|
|
1,500
|
|
February 7, 2011
|
|
Shares
|
|
2,230
|
|
$
|
49.77
|
|
End of 3 years
|
|
2,230
|
|
February 6, 2012
|
|
Shares
|
|
2,170
|
|
$
|
58.15
|
|
End of 3 years
|
|
2,170
|
|
(1)
|
The vesting of 405 shares was accelerated as approved by the Board of Directors.
|
(2)
|
The vesting of 3,520 shares was accelerated as approved by the Board of Directors.
|
|
CH Energy Group
|
Central Hudson
|
||||||||||||||||||||||
|
Year Ended December 31,
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2012
|
2011
|
2010
|
2012
|
2011
|
2010
|
||||||||||||||||||
Performance shares
|
$
|
3,589
|
$
|
3,545
|
$
|
2,217
|
$
|
2,185
|
$
|
2,949
|
$
|
1,853
|
||||||||||||
Restricted shares and stock units
|
$
|
455
|
$
|
459
|
$
|
512
|
$
|
254
|
$
|
264
|
$
|
210
|
||||||||||||
Recognized tax benefit of restricted shares and stock units
|
$
|
182
|
$
|
180
|
$
|
204
|
$
|
101
|
$
|
105
|
$
|
83
|
|
Projected Payments Due By Period
|
|||||||||||||||||||||||||||
|
Less than
1 year
|
Year
Ending
2014
|
Year
Ending
2015
|
Year
Ending
2016
|
Year
Ending
2017
|
Thereafter
|
Total
|
|||||||||||||||||||||
Operating Leases
|
$
|
2,557
|
$
|
2,443
|
$
|
2,444
|
$
|
2,277
|
$
|
1,981
|
$
|
3,939
|
$
|
15,641
|
||||||||||||||
Construction/Maintenance & Other Projects(1)
|
63,647
|
54,081
|
35,906
|
7,860
|
4,538
|
7,270
|
173,302
|
|||||||||||||||||||||
Purchased Electric Contracts(2)
|
32,264
|
5,891
|
3,114
|
3,114
|
2,985
|
15,461
|
62,829
|
|||||||||||||||||||||
Purchased Natural Gas Contracts(2)
|
29,422
|
17,192
|
10,789
|
10,415
|
9,434
|
20,182
|
97,434
|
|||||||||||||||||||||
Purchased Fixed Liquid Petroleum Contracts(3)
|
1,035
|
-
|
-
|
-
|
-
|
-
|
1,035
|
|||||||||||||||||||||
Purchased Variable Liquid Petroleum Contracts(3)
|
29,857
|
-
|
-
|
-
|
-
|
-
|
29,857
|
|||||||||||||||||||||
Total
|
$
|
158,782
|
$
|
79,607
|
$
|
52,253
|
$
|
23,666
|
$
|
18,938
|
$
|
46,852
|
$
|
380,098
|
(1)
|
Including Specific, Term, and Service Contracts, briefly defined as follows: Specific Contracts consist of work orders for construction; Term Contracts consist of maintenance contracts; and Service Contracts include consulting, educational, and professional service contracts.
|
(2)
|
Purchased electric and purchased natural gas costs for Central Hudson are fully recovered via their respective regulatory cost adjustment mechanisms.
|
(3)
|
Estimated based on pricing on December 31, 2012.
|
|
Projected Payments Due By Period
|
|||||||||||||||||||||||||||
|
Less than
1 year
|
Year
Ending
2014
|
Year
Ending
2015
|
Year
Ending
2016
|
Year
Ending
2017
|
Thereafter
|
Total
|
|||||||||||||||||||||
Operating Leases
|
$
|
1,728
|
$
|
1,717
|
$
|
1,702
|
$
|
1,688
|
$
|
1,688
|
$
|
3,376
|
$
|
11,899
|
||||||||||||||
Construction/Maintenance & Other Projects(1)
|
63,647
|
54,081
|
35,906
|
7,860
|
4,538
|
7,270
|
173,302
|
|||||||||||||||||||||
Purchased Electric Contracts(2)
|
32,264
|
5,891
|
3,114
|
3,114
|
2,985
|
15,461
|
62,829
|
|||||||||||||||||||||
Purchased Natural Gas Contracts(2)
|
29,422
|
17,192
|
10,789
|
10,415
|
9,434
|
20,182
|
97,434
|
|||||||||||||||||||||
Total
|
$
|
127,061
|
$
|
78,881
|
$
|
51,511
|
$
|
23,077
|
$
|
18,645
|
$
|
46,289
|
$
|
345,464
|
(1)
|
Including Specific, Term, and Service Contracts, as defined in footnote (1) of the preceding chart.
|
(2)
|
Purchased electric and purchased natural gas costs for Central Hudson are fully recovered via their respective regulatory cost adjustment mechanisms.
|
·
|
Air
|
·
|
Former Manufactured Gas Plant Facilities
|
·
|
Investigation – Begins with preliminary investigations and is completed upon filing and approval by DEC of a Remedial Investigation ("RI") Report. Central Hudson accrues for estimated investigation costs, Remediation Alternative Analysis ("RAA"), and Remedial Design ("RD") costs.
|
Ø
|
Site #6 – Kingston (NY) – Remedial Investigation in Progress
|
-
|
The revised RI report was submitted to the DEC for review and approval in November 2012.
|
-
|
Amounts accrued represent an estimate of costs to complete the RAA and the RD.
|
·
|
Remedial Alternative Analysis – Engineering analysis of alternatives for remediation based on the RI is compiled into a RAA Report. Upon completion of the RAA and the filing with the DEC, management accrues for an estimate of remediation costs developed and quantified in the RAA based on DEC approved methods, as well as an estimate of post-remediation operation, maintenance and monitoring costs ("OM&M"). These amounts represent a significant portion of the total costs to remediate and are subject to change based on further investigations, final remedial design and associated engineering estimates, regulatory comments and requests, remedial design changes/negotiations, and changed or unforeseen conditions during the remediation or additional requirements following the remediation. Prior to the completion of the RAA, management cannot reasonably estimate what cost will be incurred for remediation or post-remediation activities.
|
Ø
|
Site #5 – North Water Street (Poughkeepsie, NY) – Remedial Alternatives Analysis in progress
|
-
|
DEC approved an Interim Remedial Measure ("IRM") associated with the southern portion of this site. The IRM activities were completed in 2012. The IRM Construction Completion Report was submitted to the DEC for review and approval in December 2012.
|
-
|
In addition, Central Hudson has recently retired and removed propane air facilities formerly located on site. Additional investigation and testing will be required which may require some level of remediation.
|
-
|
Amounts accrued represent an estimate for completion of the RAA and RD.
|
·
|
Remedial Design - Upon approval of the RAA and final decision of remediation approach based on alternatives presented, a RD is developed and filed with the DEC for approval.
|
·
|
Remediation – Completion of the work plan as defined in the approved RD. Upon completion, final reports are filed with the DEC for approval and may include a Construction Completion Report ("CCR"), Final Engineering Report ("FER"), or other reports required by the DEC based on the work performed.
|
Ø
|
Site #4 – Catskill (NY) – Remediation in Progress
|
-
|
Remediation activities commenced in September 2012 and are anticipated to be completed in the summer of 2013.
|
-
|
Amounts accrued represent an estimate of costs to complete the RD, remediation, and OM&M.
|
·
|
Post-Remediation Monitoring – Entails the OM&M as directed by the DEC based on the approved final report of remediation. The activities are typically defined in a Site Management Plan ("SMP"), which is approved by the DEC. The extent of activities during this phase may increase or decrease based on the results of ongoing monitoring being performed and future potential usage of the property.
|
Ø
|
Site #1 – Beacon (NY) – Post-Remediation Monitoring Complete
|
-
|
SMP submitted to DEC and release letter for the site expected.
|
-
|
No further costs expected and no amounts accrued as of December 31, 2012 related to this site.
|
-
|
If the building at this site were to be removed, further investigation and testing would be required related to the soil under the building, which may require additional remediation. Management cannot currently estimate the costs that may be incurred related to this.
|
Ø
|
Site #2 – Newburgh (NY) – Post-Remediation In Progress
|
-
|
Amounts accrued represent an estimate of costs for OM&M and execution of the draft SMP.
|
-
|
Central Hudson has recently retired and removed propane air facilities located on Area A. Additional investigation and testing will be required, which may require additional remediation. Management cannot currently estimate the costs that may be incurred related to this additional investigation and testing.
|
Ø
|
Site #3 – Laurel Street (Poughkeepsie, NY) – Post-Remediation In Progress
|
-
|
Amounts accrued represent an estimate of costs for OM&M.
|
·
|
No Action Required
|
Ø
|
Site #7 – Bayeaux Street (Poughkeepsie, NY) – No further investigation or remedial action is currently required. However, per the DEC this site still remains on the list for potential future investigation.
|
Site #
|
Liability Recorded as of 12/31/11
|
Amounts Spent in 2012(1)
|
Liability Adjustment
|
Liability Recorded as of 12/31/12
|
Current Portion of Liability at 12/31/12
|
Long-Term Portion of Liability at 12/31/12
|
|||||||||||||||||||
1, 2, 3, 4
|
$
|
14,590
|
$
|
2,649
|
$
|
269
|
$
|
12,210
|
$
|
5,972
|
$
|
6,238
|
|||||||||||||
5, 6
|
1,253
|
618
|
1,108
|
1,743
|
688
|
1,055
|
|||||||||||||||||||
$
|
15,843
|
$
|
3,267
|
$
|
1,377
|
$
|
13,953
|
$
|
6,660
|
$
|
7,293
|
(1)
|
Amounts spent in 2012 as shown above do not include legal fees of approximately $20 thousand.
|
-
|
Current Rate Order includes cash recovery from customers of $13.6 million spread equally over the three year settlement period ending June 30, 2013;
|
-
|
As part of the 2010 Rate Order, Central Hudson maintained previously granted deferral authority and subsequent recovery for amounts spent over the rate allowance.
|
-
|
Total MGP Site Investigation and Remediation costs recovered through rates and other regulatory mechanisms from July 1, 2007 through December 31, 2012 was approximately $24.4million, with $4.6 million recovered in the twelve months ended December 31, 2012.
|
-
|
The total spent in 2012 related to site investigation and remediation was approximately $3.6 million.
|
-
|
The regulatory asset balance as of December 31, 2012 was $15.3 million, which represents the difference between amounts spent or currently accrued as a liability and the amounts recovered through rate allowance, as well as carrying charges accrued. Upon completion of investigation at sites #5 and #6, when remediation and post-remediation costs will be able to be reasonably estimated and therefore will be recorded as a liability, this regulatory asset balance will likely increase significantly. Management projects that the investigation at these sites will likely be completed within the next two years.
|
·
|
Little Britain Road property owned by Central Hudson
|
·
|
Eltings Corners
|
|
Year Ended December 31, 2012
|
|||||||||||||||||||||||
|
Segments
|
Other
|
||||||||||||||||||||||
|
Central Hudson
|
Businesses
|
||||||||||||||||||||||
|
Natural
|
and
|
||||||||||||||||||||||
Electric
|
Gas
|
Griffith
|
Investments
|
Eliminations
|
Total
|
|||||||||||||||||||
Revenues from external customers
|
$
|
512,081
|
$
|
132,434
|
$
|
280,204
|
$
|
-
|
$
|
-
|
$
|
924,719
|
||||||||||||
Intersegment revenues
|
13
|
144
|
-
|
-
|
(157
|
)
|
-
|
|||||||||||||||||
Total revenues
|
512,094
|
132,578
|
280,204
|
-
|
(157
|
)
|
924,719
|
|||||||||||||||||
Depreciation and amortization
|
29,996
|
8,143
|
4,642
|
-
|
-
|
42,781
|
||||||||||||||||||
Operating income
|
76,242
|
22,271
|
3,499
|
(10,694
|
)
|
-
|
91,318
|
|||||||||||||||||
Interest and investment income
|
5,680
|
1,038
|
-
|
2,266
|
(2,215
|
)(1)
|
6,769
|
|||||||||||||||||
Interest charges
|
23,397
|
6,259
|
2,217
|
2,083
|
(2,215
|
)(1)
|
31,741
|
|||||||||||||||||
Income (Loss) before income taxes
|
58,766
|
17,195
|
1,295
|
(10,501
|
)
|
-
|
66,755
|
|||||||||||||||||
Income tax expense
|
20,674
|
8,117
|
532
|
(2,415
|
)
|
-
|
26,908
|
|||||||||||||||||
Net Income (Loss) Attributable to CH Energy Group
|
37,330
|
8,874
|
763
|
(8,086
|
)
|
-
|
38,881
|
|||||||||||||||||
Segment assets at December 31
|
1,291,333
|
369,034
|
111,101
|
14,195
|
(714
|
)
|
1,784,949
|
|||||||||||||||||
Goodwill
|
-
|
-
|
38,981
|
-
|
-
|
38,981
|
||||||||||||||||||
Capital expenditures
|
79,733
|
29,052
|
2,871
|
-
|
-
|
111,656
|
(1)
|
This represents the elimination of inter-company interest income (expense) generated from lending activities between CH Energy Group (the holding company), and its subsidiaries (Central Hudson and Griffith).
|
|
Year Ended December 31, 2011
|
|||||||||||||||||||||||
|
Segments
|
Other
|
||||||||||||||||||||||
|
Central Hudson
|
Businesses
|
||||||||||||||||||||||
|
Natural
|
and
|
||||||||||||||||||||||
Electric
|
Gas
|
Griffith
|
Investments
|
Eliminations
|
Total
|
|||||||||||||||||||
Revenues from external customers
|
$
|
538,548
|
$
|
161,974
|
$
|
284,998
|
$
|
-
|
$
|
-
|
$
|
985,520
|
||||||||||||
Intersegment revenues
|
15
|
392
|
-
|
-
|
(407
|
)
|
-
|
|||||||||||||||||
Total revenues
|
538,563
|
162,366
|
284,998
|
-
|
(407
|
)
|
985,520
|
|||||||||||||||||
Depreciation and amortization
|
27,832
|
7,643
|
4,580
|
-
|
-
|
40,055
|
||||||||||||||||||
Operating income
|
73,206
|
22,320
|
4,656
|
(593
|
)
|
-
|
99,589
|
|||||||||||||||||
Interest and investment income
|
4,355
|
1,384
|
-
|
2,663
|
(2,625
|
)(1)
|
5,777
|
|||||||||||||||||
Interest charges
|
23,077
|
6,114
|
2,648
|
5,944
|
(2,625
|
)(1)
|
35,158
|
|||||||||||||||||
Income (Loss) before income taxes
|
55,412
|
17,802
|
2,078
|
(8,295
|
)
|
-
|
66,997
|
|||||||||||||||||
Income tax expense
|
20,714
|
7,463
|
852
|
(5,216
|
)
|
-
|
23,813
|
|||||||||||||||||
Net Income (Loss) Attributable to CH Energy Group
|
33,936
|
10,131
|
1,503
|
(3) |
(230
|
)(2)
|
-
|
45,340
|
||||||||||||||||
Segment assets at December 31
|
1,219,388
|
373,115
|
109,697
|
18,827
|
(793
|
)
|
1,720,234
|
|||||||||||||||||
Goodwill
|
-
|
-
|
37,512
|
-
|
-
|
37,512
|
||||||||||||||||||
Capital expenditures
|
66,650
|
18,510
|
2,385
|
2,867
|
(4) |
-
|
90,412
|
(1)
|
This represents the elimination of inter-company interest income (expense) generated from temporary lending activities between CH Energy Group (the holding company), and its subsidiaries (CHEC and Griffith).
|
(2)
|
Includes income from discontinued operations of $2,849.
|
(3)
|
Includes income from discontinued operations of $277.
|
(4)
|
Does not include 1603 Grant proceed reimbursements of $1.6 million pertaining to CH-Auburn and $13.2 million pertaining to Shirley Wind.
|
|
Year Ended December 31, 2010
|
|||||||||||||||||||||||
|
Segments
|
Other
|
||||||||||||||||||||||
|
Central Hudson
|
Businesses
|
||||||||||||||||||||||
|
Natural
|
and
|
||||||||||||||||||||||
Electric
|
Gas
|
Griffith
|
Investments
|
Eliminations
|
Total
|
|||||||||||||||||||
Revenues from external customers
|
$
|
563,139
|
$
|
156,795
|
$
|
240,174
|
$
|
-
|
$
|
-
|
$
|
960,108
|
||||||||||||
Intersegment revenues
|
8
|
253
|
-
|
-
|
(261
|
)
|
-
|
|||||||||||||||||
Total revenues
|
563,147
|
157,048
|
240,174
|
-
|
(261
|
)
|
960,108
|
|||||||||||||||||
Depreciation and amortization
|
26,480
|
7,335
|
4,460
|
-
|
-
|
38,275
|
||||||||||||||||||
Operating income
|
70,346
|
24,502
|
5,427
|
(972
|
)
|
-
|
99,303
|
|||||||||||||||||
Interest and investment income
|
4,161
|
1,313
|
1
|
2,147
|
(2,147
|
)(1)
|
5,475
|
|||||||||||||||||
Interest charges
|
20,589
|
5,259
|
2,041
|
3,343
|
(2,147
|
)(1)
|
29,085
|
|||||||||||||||||
Income (Loss) before income taxes
|
52,113
|
20,169
|
2,935
|
(15,673
|
)
|
-
|
59,544
|
|||||||||||||||||
Income tax expense
|
18,244
|
7,920
|
1,161
|
(8,111
|
)
|
-
|
19,214
|
|||||||||||||||||
Net Income (Loss) Attributable to CH Energy Group
|
33,125
|
12,023
|
1,774
|
(8,418
|
)(2)
|
-
|
38,504
|
|||||||||||||||||
Segment assets at December 31
|
1,166,484
|
367,722
|
109,347
|
90,209
|
(9,355
|
)(3)
|
1,724,407
|
|||||||||||||||||
Goodwill
|
-
|
-
|
35,940
|
-
|
-
|
35,940
|
||||||||||||||||||
Capital expenditures
|
57,700
|
17,159
|
1,930
|
30,355
|
-
|
107,144
|
(1)
|
This represents the elimination of inter-company interest income (expense) generated from temporary lending activities between CH Energy Group (the holding company), and its subsidiaries (CHEC and Griffith).
|
(2)
|
Includes loss from discontinued operations of $1,128.
|
(3)
|
Includes $5,864 related to Federal income tax due to parent company due to an accounting change for tax purposes.
|
·
|
Interest rate caps are used to minimize interest rate risks and to improve the matching of assets and liabilities. An interest rate cap is an interest rate option agreement in which payments are made by the seller of the option when the reference rate exceeds the specified strike rate (or the set rate at which the option contract can be exercised). The purpose of these agreements is to reduce exposure to rising interest rates while still having the ability to take advantage of falling interest rates by putting a "cap" on the interest rate Central Hudson pays on debt for which such caps are purchased.
|
·
|
Natural gas futures are used to minimize commodity price volatility for natural gas purchases. A natural gas futures contract is a standardized contract to buy or sell a specified commodity (natural gas) of standardized quality at a certain date in the future, at a market determined price (the futures price). Central Hudson's reason for purchasing these contracts is to reduce the risk of price fluctuations for natural gas and the impact of volatility in the commodity markets on its customers.
|
·
|
Natural gas swaps and contracts for differences (electricity swaps) are used to minimize commodity price volatility for natural gas and electricity purchases for Central Hudson's full service customers. A swap contract or a contract for differences is the exchange of two payment streams between two counterparties where the cash flows are dependant on the price of the underlying commodity. In an effort to moderate commodity price volatility, Central Hudson enters into contracts to pay a fixed price and receive market price for a defined commodity and volume. These contracts are aligned with Central Hudson's actual commodity purchases at market price, resulting in a net fixed price payment.
|
Year
|
Percentage
|
|
2013
|
28.5%
|
|
2014
|
28.8%
|
|
2015
|
21.7%
|
|
2016
|
7.2%
|
|
2017
|
7.1%
|
·
|
On March 18, 2011, Central Hudson entered into a total return master swap agreement with Bank of America with the intent to enter into future swap contracts to exchange total returns on CH Energy Group, Inc. common stock for fixed payments to Bank of America. The purpose was to reduce the volatility to earnings from deferred stock units under CH Energy Group's Directors and Executives Deferred Compensation Plan. During 2012 and 2011, the swap has resulted in income of approximately $0.6 million and $0.4 million, respectively.
|
·
|
Option contracts on heating oil are used to establish ceiling prices to limit Griffith's exposure to changes in heating oil prices for forecasted heating oil supply requirements for capped price programs that are not covered by firm purchase commitments. An option contract is the right, but not the obligation, to buy (for a call option) or sell (for a put option) a specific amount of the given commodity, at a specified price (the strike price) during a specified period of time.
|
·
|
Weather derivative contracts are used to limit the effect on earnings of significant variances in weather conditions from normal patterns. Weather derivatives are financial instruments that can be used as part of a risk management strategy to reduce risk associated with adverse or unexpected weather conditions.
|
Asset or Liability Category
|
Fair Value
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
Significant Other Observable Inputs
(Level 2)
|
Significant Unobservable Inputs
(Level 3)
|
||||||||||||
As of December 31, 2012(1)
|
||||||||||||||||
Assets:
|
||||||||||||||||
Derivative Contracts:
|
||||||||||||||||
Central Hudson - electric
|
$
|
693
|
$
|
-
|
$
|
-
|
$
|
693
|
||||||||
Central Hudson - natural gas
|
95
|
95
|
-
|
-
|
||||||||||||
Total Central Hudson Assets
|
$
|
788
|
$
|
95
|
$
|
-
|
$
|
693
|
||||||||
Griffith - heating oil
|
$
|
26
|
$
|
26
|
$
|
-
|
$
|
-
|
||||||||
Total CH Energy Group Assets
|
$
|
814
|
$
|
121
|
$
|
-
|
$
|
693
|
||||||||
|
||||||||||||||||
|
||||||||||||||||
Liabilities:
|
||||||||||||||||
Derivative Contracts:
|
||||||||||||||||
Central Hudson - electric
|
$
|
(1,367
|
)
|
$
|
-
|
$
|
-
|
$
|
(1,367
|
)
|
||||||
Central Hudson - natural gas
|
(110
|
)
|
(110
|
)
|
-
|
-
|
||||||||||
Total CH Energy Group and Central Hudson Liabilities
|
$
|
(1,477
|
)
|
$
|
(110
|
)
|
$
|
-
|
$
|
(1,367
|
)
|
|||||
|
||||||||||||||||
As of December 31, 2011(1)
|
||||||||||||||||
Assets:
|
||||||||||||||||
Derivative Contracts:
|
||||||||||||||||
Central Hudson - electric
|
$
|
931
|
$
|
-
|
$
|
-
|
$
|
931
|
||||||||
Central Hudson - total return swap
|
320
|
-
|
320
|
-
|
||||||||||||
Total Central Hudson Assets
|
$
|
1,251
|
$
|
-
|
$
|
320
|
$
|
931
|
||||||||
|
||||||||||||||||
Griffith - heating oil
|
$
|
29
|
$
|
29
|
$
|
-
|
$
|
-
|
||||||||
Total CH Energy Group Assets
|
$
|
1,280
|
$
|
29
|
$
|
320
|
$
|
931
|
||||||||
|
||||||||||||||||
Liabilities:
|
||||||||||||||||
Derivative Contracts:
|
||||||||||||||||
Central Hudson - electric
|
$
|
(17,761
|
)
|
$
|
-
|
$
|
-
|
$
|
(17,761
|
)
|
||||||
Central Hudson - natural gas
|
(2,030
|
)
|
(2,030
|
)
|
-
|
-
|
||||||||||
Total CH Energy Group and Central Hudson Liabilities
|
$
|
(19,791
|
)
|
$
|
(2,030
|
)
|
$
|
-
|
$
|
(17,761
|
)
|
(1)
|
Interest rate cap agreement is not shown in the above table because the FMV at each period stated was zero.
|
|
Year Ended
|
|||||||
|
December 31,
|
|||||||
|
2012
|
2011
|
||||||
Balance at Beginning of Period
|
$
|
(16,830
|
)
|
$
|
(23,872
|
)
|
||
Unrealized gains
|
16,156
|
7,042
|
||||||
Realized losses
|
(23,853
|
)
|
(13,195
|
)
|
||||
Purchases
|
-
|
-
|
||||||
Issuances
|
-
|
-
|
||||||
Sales and settlements
|
23,853
|
13,195
|
||||||
Transfers in and/or out of Level 3
|
-
|
-
|
||||||
Balance at End of Period
|
$
|
(674
|
)
|
$
|
(16,830
|
)
|
||
|
||||||||
The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to derivatives still held at end of period
|
$
|
-
|
$
|
-
|
|
Amount of Gain (Loss) Recognized as Increase/(Decrease) in the Income Statement
|
|
|||||||||||
|
Year Ended December 31,
|
|
|||||||||||
|
2012
|
2011
|
2010
|
Location of Gain (Loss)
|
|||||||||
Central Hudson:
|
|
||||||||||||
Electricity swap contracts
|
$
|
(23,853
|
)
|
$
|
(13,195
|
)
|
$
|
(8,850
|
)
|
Regulatory asset(1)
|
|||
Natural gas swap contracts
|
(2,219
|
)
|
(2,311
|
)
|
(2,616
|
)
|
Regulatory asset(1)
|
||||||
Total return swap contracts
|
557
|
448
|
-
|
Other-net
|
|||||||||
Total Central Hudson
|
$
|
(25,515
|
)
|
$
|
(15,058
|
)
|
$
|
(11,466
|
)
|
|
|||
|
|
||||||||||||
Griffith:
|
|
||||||||||||
Heating oil call option contracts
|
$
|
(5
|
)
|
$
|
(3
|
)
|
$
|
(100
|
)
|
Purchased petroleum
|
|||
Griffith other derivative financial instrument
|
-
|
-
|
129
|
Purchased petroleum
|
|||||||||
Total Griffith
|
$
|
(5
|
)
|
$
|
(3
|
)
|
$
|
29
|
|
||||
|
|
||||||||||||
Total CH Energy Group
|
$
|
(25,520
|
)
|
$
|
(15,061
|
)
|
$
|
(11,437
|
)
|
|
(1)
|
Realized gains and losses on Central Hudson's derivative instruments are conveyed to or recovered from customers through PSC authorized deferral accounting mechanisms, with an offset in revenue and on the balance sheet, and no impact on results of operations.
|
Asset Category
|
Fair Value
|
Quoted Prices in Active Markets for Identical Assets
(Level 1) |
Significant Other Observable Inputs
(Level 2) |
Significant Unobservable Inputs
(Level 3) |
||||||||||||
As of December 31, 2012:
|
||||||||||||||||
Other investments
|
$
|
1,603
|
$
|
1,603
|
$
|
-
|
$
|
-
|
||||||||
As of December 31, 2011:
|
||||||||||||||||
Other investments
|
$
|
2,605
|
$
|
2,605
|
$
|
-
|
$
|
-
|
|
Fixed Rate
|
Variable Rate
|
Total Debt Outstanding
|
|||||||||||||||||||||
Expected Maturity Date
|
Amount
|
Estimated Effective Interest Rate
|
Amount
|
Estimated Effective Interest Rate
|
Amount
|
Estimated Effective Interest Rate
|
||||||||||||||||||
As of December 31, 2012:
|
||||||||||||||||||||||||
2013
|
$
|
31,076
|
6.93
|
%
|
$
|
-
|
-
|
%
|
||||||||||||||||
2014
|
21,650
|
5.50
|
%
|
-
|
-
|
%
|
||||||||||||||||||
2015
|
1,230
|
6.86
|
%
|
-
|
-
|
%
|
||||||||||||||||||
2016
|
9,315
|
3.36
|
%
|
-
|
-
|
%
|
||||||||||||||||||
2017
|
34,406
|
6.13
|
%
|
-
|
-
|
%
|
||||||||||||||||||
Thereafter
|
386,625
|
5.13
|
%
|
33,700
|
0.28
|
%
|
||||||||||||||||||
Total
|
$
|
484,302
|
5.31
|
%
|
$
|
33,700
|
0.28
|
%
|
$
|
518,002
|
5.03
|
%
|
||||||||||||
|
||||||||||||||||||||||||
Fair Value
|
$
|
562,855
|
$
|
33,700
|
$
|
596,555
|
||||||||||||||||||
|
||||||||||||||||||||||||
As of December 31, 2011:
|
||||||||||||||||||||||||
2012
|
$
|
37,006
|
6.71
|
%
|
$
|
-
|
-
|
%
|
||||||||||||||||
2013
|
31,076
|
6.93
|
%
|
-
|
-
|
%
|
||||||||||||||||||
2014
|
21,650
|
5.50
|
%
|
-
|
-
|
%
|
||||||||||||||||||
2015
|
1,230
|
6.86
|
%
|
-
|
-
|
%
|
||||||||||||||||||
2016
|
9,315
|
3.36
|
%
|
-
|
-
|
%
|
||||||||||||||||||
Thereafter
|
349,032
|
5.23
|
%
|
33,700
|
0.37
|
%
|
||||||||||||||||||
Total
|
$
|
449,309
|
5.55
|
%
|
$
|
33,700
|
0.37
|
%
|
$
|
483,009
|
5.23
|
%
|
||||||||||||
|
||||||||||||||||||||||||
Fair Value
|
$
|
504,135
|
$
|
33,700
|
$
|
537,835
|
|
Fixed Rate
|
Variable Rate
|
Total Debt Outstanding
|
|||||||||||||||||||||
Expected Maturity Date
|
Amount
|
Estimated Effective Interest Rate
|
Amount
|
Estimated Effective Interest Rate
|
Amount
|
Estimated Effective Interest Rate
|
||||||||||||||||||
As of December 31, 2012:
|
||||||||||||||||||||||||
2013
|
$
|
30,000
|
6.93
|
%
|
$
|
-
|
-
|
%
|
||||||||||||||||
2014
|
14,000
|
4.81
|
%
|
-
|
-
|
%
|
||||||||||||||||||
2015
|
-
|
-
|
%
|
-
|
-
|
%
|
||||||||||||||||||
2016
|
8,000
|
2.78
|
%
|
-
|
-
|
%
|
||||||||||||||||||
2017
|
33,000
|
6.10
|
%
|
-
|
-
|
%
|
||||||||||||||||||
Thereafter
|
371,250
|
5.06
|
%
|
33,700
|
0.28
|
%
|
||||||||||||||||||
Total
|
$
|
456,250
|
5.22
|
%
|
$
|
33,700
|
0.28
|
%
|
$
|
489,950
|
4.93
|
%
|
||||||||||||
|
||||||||||||||||||||||||
Fair Value
|
$
|
529,710
|
$
|
33,700
|
$
|
563,410
|
||||||||||||||||||
|
||||||||||||||||||||||||
As of December 31, 2011:
|
||||||||||||||||||||||||
2012
|
$
|
36,000
|
6.70
|
%
|
$
|
-
|
-
|
%
|
||||||||||||||||
2013
|
30,000
|
6.93
|
%
|
-
|
-
|
%
|
||||||||||||||||||
2014
|
14,000
|
4.81
|
%
|
-
|
-
|
%
|
||||||||||||||||||
2015
|
-
|
-
|
%
|
-
|
-
|
%
|
||||||||||||||||||
2016
|
8,000
|
2.78
|
%
|
-
|
-
|
%
|
||||||||||||||||||
Thereafter
|
332,250
|
5.15
|
%
|
33,700
|
0.37
|
%
|
||||||||||||||||||
Total
|
$
|
420,250
|
5.46
|
%
|
$
|
33,700
|
0.37
|
%
|
$
|
453,950
|
5.12
|
%
|
||||||||||||
|
||||||||||||||||||||||||
Fair Value
|
$
|
468,042
|
$
|
33,700
|
$
|
501,742
|
|
Operating Revenues
|
Operating Income
|
Net Income from Continuing Operations
|
Net Income/(Loss) from Discontinued Operations, Net of Tax
|
Earnings Per Average Share of Common
Stock (Diluted) Outstanding
|
|||||||||||||||
Quarter Ended:
|
||||||||||||||||||||
|
||||||||||||||||||||
2012
|
||||||||||||||||||||
March 31
|
$
|
274,072
|
$
|
32,301
|
$
|
14,823
|
$
|
-
|
$
|
0.96
|
||||||||||
June 30
|
197,570
|
11,350
|
2,154
|
-
|
0.10
|
|||||||||||||||
September 30
|
219,070
|
22,117
|
9,160
|
-
|
0.60
|
|||||||||||||||
December 31
|
234,007
|
25,550
|
13,710
|
-
|
0.92
|
|||||||||||||||
|
||||||||||||||||||||
2011
|
||||||||||||||||||||
March 31
|
$
|
326,972
|
$
|
34,002
|
$
|
17,074
|
$
|
115
|
$
|
1.07
|
||||||||||
June 30
|
207,067
|
15,944
|
6,107
|
90
|
0.38
|
|||||||||||||||
September 30
|
220,755
|
21,830
|
4,807
|
3,763
|
0.54
|
|||||||||||||||
December 31
|
230,726
|
27,813
|
15,196
|
(842
|
)(1)
|
0.94
|
(1) |
(1)
|
Includes the impact of the fourth quarter 2011 loss on sale of a molecular gate owned by CH-Greentree at a $1.3 million pre-tax, $0.8 million net of tax and $(0.05) per share, respectively.
|
|
|
Operating Revenues
|
Operating Income
|
Income Available for Common Stock
|
|||||||||
Quarter Ended:
|
||||||||||||
|
||||||||||||
2012
|
||||||||||||
March 31
|
$
|
185,122
|
$
|
32,604
|
$
|
16,491
|
||||||
June 30
|
141,549
|
16,615
|
6,153
|
|||||||||
September 30
|
167,222
|
25,990
|
12,256
|
|||||||||
December 31
|
150,622
|
23,304
|
11,304
|
|||||||||
|
||||||||||||
2011
|
||||||||||||
March 31
|
$
|
230,052
|
$
|
26,576
|
$
|
12,397
|
||||||
June 30
|
148,232
|
18,037
|
7,129
|
|||||||||
September 30
|
168,168
|
25,064
|
11,423
|
|||||||||
December 31
|
154,070
|
25,849
|
13,118
|
|
Year Ended December 31,
|
|||||||||||
|
2012
|
2011
|
2010
|
|||||||||
Equity in earnings of subsidiaries
|
$
|
47,560
|
$
|
42,695
|
$
|
39,332
|
||||||
Business development costs
|
(88
|
)
|
(1,222
|
)
|
(1,809
|
)
|
||||||
Interest income
|
2,167
|
3,895
|
2,566
|
|||||||||
Interest expense
|
(2,082
|
)
|
(2,962
|
)
|
(3,342
|
)
|
||||||
Penalty on early retirement of debt
|
-
|
(2,982
|
)
|
-
|
||||||||
Merger related costs
|
(10,058
|
)
|
-
|
-
|
||||||||
Other income (deductions), net of taxes
|
1,382
|
2,790
|
2,885
|
|||||||||
Income from continuing operations
|
38,881
|
42,214
|
39,632
|
|||||||||
Income (loss) from discontinued operations, net of tax
|
-
|
3,126
|
(1,128
|
)
|
||||||||
|
||||||||||||
Net Income
|
$
|
38,881
|
$
|
45,340
|
$
|
38,504
|
||||||
|
||||||||||||
Common Stock:
|
||||||||||||
Average shares outstanding:
|
||||||||||||
Basic
|
14,909
|
15,278
|
15,785
|
|||||||||
Diluted
|
15,099
|
15,481
|
15,952
|
|||||||||
|
||||||||||||
Earnings per share - Basic:
|
||||||||||||
Continuing operations
|
$
|
2.61
|
$
|
2.77
|
$
|
2.51
|
||||||
Discontinued operations
|
$
|
-
|
$
|
0.20
|
$
|
(0.07
|
)
|
|||||
|
||||||||||||
Earnings per share - Diluted:
|
||||||||||||
Continuing operations
|
$
|
2.58
|
$
|
2.73
|
$
|
2.48
|
||||||
Discontinued operations
|
$
|
-
|
$
|
0.20
|
$
|
(0.07
|
)
|
|||||
|
||||||||||||
Dividends declared per share
|
$
|
2.22
|
$
|
2.19
|
$
|
2.16
|
|
Year Ended December 31,
|
|||||||||||
|
2012
|
2011
|
2010
|
|||||||||
Operating Activities:
|
||||||||||||
Net income
|
$
|
38,881
|
$
|
45,340
|
$
|
38,504
|
||||||
Equity in earnings of subsidiary companies
|
(47,560
|
) |
(45,387
|
)
|
(38,204
|
)
|
||||||
Changes in current assets and liabilities:
|
||||||||||||
Cash dividends received from subsidiaries
|
22,000
|
70,064
|
31,000
|
|||||||||
Other - net
|
2,438
|
(8,805
|
)
|
3,794
|
||||||||
Net cash flows provided by operating activities
|
15,759
|
61,212
|
35,094
|
|||||||||
|
||||||||||||
Investing Activities:
|
||||||||||||
Investment in subsidiaries
|
2,100
|
29,592
|
(46,250
|
)
|
||||||||
Net cash flows provided by (used in) investing activities
|
2,100
|
29,592
|
(46,250
|
)
|
||||||||
|
||||||||||||
Financing Activities:
|
||||||||||||
Redemption of long-term debt
|
(1,007
|
) |
(20,941
|
)
|
-
|
|||||||
Borrowings of short-term debt - net
|
14,500
|
5,000
|
-
|
|||||||||
Dividends paid on common stock
|
(33,137
|
) |
(33,554
|
)
|
(34,164
|
)
|
||||||
Shares repurchased
|
(2,993
|
) |
(48,687
|
)
|
(1,465
|
)
|
||||||
Net cash flows used in financing activities
|
(22,637
|
) |
(98,182
|
)
|
(35,629
|
)
|
||||||
|
||||||||||||
Net change in cash and cash equivalents
|
(4,778
|
) |
(7,378
|
)
|
(46,785
|
)
|
||||||
|
||||||||||||
Cash and cash equivalents - beginning of the year
|
7,128
|
14,506
|
61,291
|
|||||||||
Cash and cash equivalents - end of the year
|
$
|
2,350
|
$
|
7,128
|
$
|
14,506
|
|
December 31,
|
|||||||
|
2012
|
2011
|
||||||
ASSETS
|
||||||||
Current Assets:
|
||||||||
Cash and cash equivalents
|
$
|
2,350
|
$
|
7,128
|
||||
Prepaid income tax
|
-
|
746
|
||||||
Prepayments
|
277
|
333
|
||||||
Accounts receivable from subsidiaries
|
3,578
|
1,802
|
||||||
Other
|
7,933
|
6,935
|
||||||
Total Current Assets
|
14,138
|
16,944
|
||||||
|
||||||||
Other Assets:
|
||||||||
Investments in subsidiaries
|
551,386
|
527,926
|
||||||
Total Other Assets
|
551,386
|
527,926
|
||||||
|
||||||||
Total Assets
|
$
|
565,524
|
$
|
544,870
|
||||
|
||||||||
CAPITALIZATION AND LIABILITIES
|
||||||||
Capitalization:
|
||||||||
Common stock
|
$
|
1,686
|
$
|
1,686
|
||||
Paid-in capital
|
349,185
|
350,997
|
||||||
Retained earnings
|
248,103
|
242,391
|
||||||
Treasury stock
|
(90,141
|
)
|
(92,908
|
)
|
||||
Accumulated other comprehensive income
|
380
|
354
|
||||||
Capital stock expense
|
(166
|
)
|
(328
|
)
|
||||
Total Capitalization
|
509,047
|
502,192
|
||||||
|
||||||||
Current Liabilities:
|
||||||||
Current maturities of long-term debt
|
1,076
|
1,006
|
||||||
Notes payable
|
19,500
|
5,000
|
||||||
Dividends payable
|
8,301
|
8,269
|
||||||
Accounts payable
|
184
|
199
|
||||||
Accrued income taxes
|
292
|
-
|
||||||
Accrued interest
|
148
|
151
|
||||||
Total Current Liabilities
|
29,501
|
14,625
|
||||||
|
||||||||
Long-Term Liabilities:
|
||||||||
Private Placement Debt
|
26,976
|
28,053
|
||||||
Total Long-Term Liabilities
|
26,976
|
28,053
|
||||||
|
||||||||
Total Capitalization and Liabilities
|
$
|
565,524
|
$
|
544,870
|
Description
|
Balance at Beginning of Period
|
Charged to Cost and Expenses
|
Charged to Other Accounts
|
Payments and Other Reductions to Reserves
|
Balance
at End
of Period
|
|||||||||||||||
Year Ended December 31, 2012
|
||||||||||||||||||||
Operating Reserves
|
$
|
3,383
|
$
|
1,256
|
$
|
143
|
$
|
955
|
$
|
3,827
|
||||||||||
Reserve for Uncollectible Accounts
|
$
|
6,988
|
$
|
6,331
|
$
|
-
|
$
|
6,770
|
$
|
6,549
|
||||||||||
|
||||||||||||||||||||
Year Ended December 31, 2011
|
||||||||||||||||||||
Operating Reserves
|
$
|
3,187
|
$
|
1,185
|
$
|
117
|
$
|
1,106
|
$
|
3,383
|
||||||||||
Reserve for Uncollectible Accounts
|
$
|
6,706
|
$
|
8,516
|
$
|
-
|
$
|
8,234
|
$
|
6,988
|
||||||||||
|
||||||||||||||||||||
Year Ended December 31, 2010
|
||||||||||||||||||||
Operating Reserves
|
$
|
4,756
|
$
|
912
|
$
|
138
|
$
|
2,619
|
$
|
3,187
|
||||||||||
Reserve for Uncollectible Accounts
|
$
|
7,736
|
$
|
4,688
|
$
|
3,702
|
$
|
9,420
|
$
|
6,706
|
Description
|
Balance at Beginning of Period
|
Charged to Cost and Expenses
|
Charged to Other Accounts
|
Payments and Other Reductions to Reserves
|
Balance
at End
of Period
|
|||||||||||||||
Year Ended December 31, 2012
|
||||||||||||||||||||
Operating Reserves
|
$
|
2,120
|
$
|
1,025
|
$
|
143
|
$
|
592
|
$
|
2,696
|
||||||||||
Reserve for Uncollectible Accounts
|
$
|
5,200
|
$
|
5,616
|
$
|
-
|
$
|
6,216
|
$
|
4,600
|
||||||||||
|
||||||||||||||||||||
Year Ended December 31, 2011
|
||||||||||||||||||||
Operating Reserves
|
$
|
2,068
|
$
|
596
|
$
|
117
|
$
|
661
|
$
|
2,120
|
||||||||||
Reserve for Uncollectible Accounts
|
$
|
5,300
|
$
|
7,156
|
$
|
-
|
$
|
7,256
|
$
|
5,200
|
||||||||||
|
||||||||||||||||||||
Year Ended December 31, 2010
|
||||||||||||||||||||
Operating Reserves
|
$
|
3,503
|
$
|
482
|
$
|
138
|
$
|
2,055
|
$
|
2,068
|
||||||||||
Reserve for Uncollectible Accounts
|
$
|
5,800
|
$
|
3,942
|
$
|
3,702
|
$
|
8,144
|
$
|
5,300
|
Name and Age(1)
|
Principal Occupation and
Business Experience During the Past Five Years |
Qualifications That Led the Board
to Conclude This Person Should Serve as a Director |
Steven V. Lant, 56
|
Chairman of the Board, President and Chief Executive Officer of CH Energy Group; Chairman of the Board and Chief Executive Officer of Central Hudson; Chairman of the Board, President and Chief Executive Officer of CHEC, 2004-present; Director of CH Energy Group, Central Hudson, and CHEC.
Mr. Lant has been a Director since 2002.
|
Mr. Lant started working with Central Hudson in the Cost and Rate Department in 1980, and he was steadily promoted until he reached his current position in 2004. He is an economist by training, and he has previously served as Chief Operating Officer and as Chief Financial Officer of CH Energy Group. He is thoroughly familiar with the finances and operations of CH Energy Group, Central Hudson, and CHEC. Having lived in the Hudson Valley for 32 years, Mr. Lant is also thoroughly familiar with the Central Hudson service territory. Mr. Lant's financial expertise, thorough understanding of the businesses of CH Energy Group, including long experience with the regulatory environment in which Central Hudson operates, and his lengthy experience in the Hudson Valley, all serve to enable him to serve meaningfully and effectively on our Board.
|
Name and Age(1)
|
Principal Occupation and
Business Experience During the Past Five Years |
Qualifications That Led the Board
to Conclude This Person Should Serve as a Director |
Margarita K. Dilley, 55
|
Consultant; Vice President, Chief Financial Officer, and Director of Astrolink International LLC, 1998-2004; Director of Strategy & Corporate Development and Treasurer of INTELSAT, 1992-1998; Treasurer, COMSAT Corporation, 1987-1992.
Ms. Dilley has been a Director since 2004.
|
Ms. Dilley has in-depth experience with strategic planning, financial management, and corporate governance. She has served as Vice President, Chief Financial Officer, and a member of the Board of Directors of Astrolink International, LLC, (a satellite telecommunications company) as well as Director of Strategy & Corporate Development and Treasurer of INTELSAT, and as Treasurer and Director of Finance of COMSAT. Ms. Dilley's financial expertise and her extensive business experience in a highly competitive industry enables her to serve meaningfully and effectively on our Board. In nominating Ms. Dilley, the Governance and Nominating Committee also gave positive consideration to her qualification to serve as an "audit committee financial expert."
|
Name and Age(1)
|
Principal Occupation and
Business Experience During the Past Five Years |
Qualifications That Led the Board
to Conclude This Person Should Serve as a Director |
Steven M. Fetter, 61
|
President, Regulation UnFettered, a consulting firm, 2002-present; Group Head and Managing Director, Global Power Group, Fitch Ratings, 1998-2002; Chairman and Commissioner of the Michigan Public Service Commission, 1987-1993; Acting Associate Deputy Under Secretary of Labor, U.S. Department of Labor, 1987; Majority General Counsel, Michigan State Senate, 1984-1985.
Mr. Fetter has been a Director since 2002.
|
Mr. Fetter has extensive experience in connection with the regulated utility industry, having served as the Chairman of the Michigan Public Service Commission and as Group Head and Managing Director of the Global Power Group within Fitch Ratings. He currently serves as President of Regulation UnFettered, a consulting firm specializing in matters relating to the regulation of electric and natural gas utilities. Mr. Fetter's extensive experience in the energy industry enables him to serve meaningfully and effectively on our Board.
|
Name and Age(1)
|
Principal Occupation and
Business Experience During the Past Five Years |
Qualifications That Led the Board
to Conclude This Person Should Serve as a Director |
Stanley J. Grubel, 70
|
Consultant; Director, Asyst Technologies, Inc., 1997-2009; Vice President and General Manager, Philips Semiconductor Manufacturing, Inc., 2000-2001; Chief Executive Officer, MiCRUS, 1995-2000.
Mr. Grubel has been a Director since 1999.
|
Mr. Grubel previously served as the Chief Executive Officer of MiCRUS, an advanced semiconductor manufacturing company employing approximately 1,300 employees in the Central Hudson service territory. Mr. Grubel also served as a Director of the New York Business Council and as Chair of the Marist College School of Management's Advisory Council. Mr. Grubel's management experience in a highly competitive industry, his business experience within the Central Hudson service territory, and his experience as the leader of a major customer of Central Hudson enable him to serve meaningfully and effectively on our Board.
|
Name and Age(1)
|
Principal Occupation and
Business Experience During the Past Five Years |
Qualifications That Led the Board
to Conclude This Person Should Serve as a Director |
Manuel J. Iraola, 64
|
Chairman, President and Chief Executive Officer, The Aloaris Group, a consulting and investment firm, 2002-present; Chairman and Chief Executive Officer, Homexperts, Inc. (d/b/a Homekeys), a real estate services company, 2005-present; Director, Schweitzer-Mauduit International, Inc., 2005-2007; President, Phelps Dodge Industries, 1995-2002; Director, Phelps Dodge Corporation, 1997-2002.
Mr. Iraola has been a Director since 2006.
|
Mr. Iraola serves as the President and Chief Executive Officer of the Aloaris Group, a consulting and investment firm based in Miami, Florida. He previously served as the President of Phelps Dodge Industries and as a Senior Vice President and Chief Financial Officer of the Columbian Chemicals Company. Mr. Iraola's financial expertise and his executive experience with complex business operations enable him to serve meaningfully and effectively on our Board.
|
Name and Age(1)
|
Principal Occupation and
Business Experience During the Past Five Years |
Qualifications That Led the Board
to Conclude This Person Should Serve as a Director |
E. Michel Kruse, 69
|
Retired; Chairman and Senior Advisor-Financial Institutions Group of UBS Warburg, 2000-2002; Chief Executive of BHF-Bank AG, 1997-1999; Chief Financial Officer and Vice Chairman of the Board of The Chase Manhattan Corporation, 1992-1996.
Mr. Kruse has been a Director since 2002.
|
Mr. Kruse has in-depth experience with strategic planning, financial management, and corporate governance. His responsibilities at Chase included being in charge of all finance and risk assessment functions of the bank, as well as overseeing the bank's financing of a portfolio of public utilities in the United States. Mr. Kruse's financial expertise, his knowledge of utility finances, and his extensive experience in managing risk enable him to serve meaningfully and effectively on our Board. In nominating Mr. Kruse, the Governance and Nominating Committee also gave positive consideration to his qualification to serve as an "audit committee financial expert."
|
Name and Age(1)
|
Principal Occupation and
Business Experience During the Past Five Years |
Qualifications That Led the Board
to Conclude This Person Should Serve as a Director |
Edward T. Tokar, 65
|
Senior Managing Director of Investments, Beacon Trust Company, 2004-present, Vice President-Investments and Corporate Officer, Honeywell International, Inc. and predecessor companies, including Chief Executive Officer, Allied Capital Management, LLC, 1977-2004; Trustee, the Gabelli Dividend and Income Trust, 2003-present; Trustee, the Gabelli Global Deal Fund, 2006-present; Director, Teton Advisors, Inc., 2008-2010; Director, DB Hedge Strategies Fund LLC, 2002-2007; Director, Topiary Fund for Benefit Plan Investors LLC, 2004-2007.
Mr. Tokar has been a Director since 2009.
|
Mr. Tokar serves as a Senior Managing Director of the Beacon Trust Company (trust services), having previously served as the Chief Executive Officer of Allied Capital Management, LLC (a wholly owned subsidiary of Honeywell International Inc.). Mr. Tokar was responsible for Honeywell's investment management program for employee benefit fund assets totaling $18 billion worldwide. Mr. Tokar is a Certified Public Accountant and he also led the Finance Division at the National Rural Electric Cooperative Association in Washington, D.C. Mr. Tokar's financial expertise and extensive experience in assessing and managing investments enable him to serve meaningfully and effectively on our Board.
|
Name and Age(1)
|
Principal Occupation and
Business Experience During the Past Five Years |
Qualifications That Led the Board
to Conclude This Person Should Serve as a Director |
Jeffrey D. Tranen, 66
|
Senior Vice President, Compass Lexecon (an FTI Company), a consulting firm, 2000-present; Director, Doble Engineering Company, 1998-2007; Director, Oglethorpe Power Corporation, 2000-2004; Director, Earthfirst Technologies Incorporated, 2001-2002; President and Chief Operating Officer, Sithe Northeast Inc., 1999-2000; President and Chief Executive Officer, California Independent System Operator, 1997-1999; President, New England Power Company, 1993-1997.
Mr. Tranen has been a Director since 2004.
|
Mr. Tranen is currently a Senior Vice President of Compass Lexecon (a consulting firm), having previously served as President of the New England Power Company, President and Chief Executive Officer of the California Independent System Operator, and as President and Chief Operating Officer of Sithe Northeast, Inc., where he was responsible for acquiring and overseeing generating assets totaling 8000 megawatts. Mr. Tranen's extensive operating and management experience in the regulated and unregulated energy industries enable him to serve meaningfully and effectively on our Board.
|
Name and Age(1)
|
Principal Occupation and
Business Experience During the Past Five Years |
Qualifications That Led the Board
to Conclude This Person Should Serve as a Director |
Ernest R. Verebelyi, 65
|
Retired; Non-executive Chairman, 2005-present, and Director, 2003-present, Columbus McKinnon Corporation, an industrial manufacturing company; President-Americas, Terex Corporation, 2001-2002; President-Americas and Mining, Terex Corporation, 2001.
Mr. Verebelyi has been a Director since 2006.
|
Mr. Verebelyi currently serves as the Non-executive Chairman of Columbus McKinnon Corporation, an international publicly owned manufacturer of industrial equipment based in Amherst, N.Y. and listed on NASDAQ. Mr. Verebelyi previously served as President – Americas of the Terex Corporation, as Executive Vice President of Operations, General Signal Corporation, and as Executive Vice President – Special Products Division of the Emerson Electric Company. Mr. Verebelyi's involvement in the governance of a public company and his executive experience with complex business operations enable him to serve meaningfully and effectively on our Board.
|
• | Attract and retain experienced, talented, and performance-driven executives by offering compensation opportunities that are competitive with opportunities offered by comparable companies in the markets in which we compete for executive talent; and |
• | Align the interests of our executive officers and shareholders by motivating executive officers to maximize our shareholders' return on investment, to minimize risks over the long-term and to achieve high levels of customer satisfaction, and by rewarding executive officers for performance related to the creation of sustainable value. |
• | We allocate a significant portion of the core program to variable compensation elements that are tied to CH Energy Group's key performance objectives. |
• | We maintain stock ownership requirements for our executives. |
• | We maintain a Compensation Recovery Policy (commonly referred to as a clawback policy), which allows us to recover certain incentive compensation paid to an executive officer if the payment was based on financial results that the Corporation must subsequently restate as a result of that officer's fraud or misconduct. |
• | We provide only limited perquisites or fringe benefits to our executives, and those perquisites and fringe benefits are directly aligned to our business interests. |
• | We closed our defined benefit retirement plans to new management employees as of January 1, 2008. |
AGL Resources Inc.
|
MidAmerican Holdings
|
ALLETE, Inc.
|
NextEra Energy, Inc.
|
Alliant Energy Corporation
|
Nicor Inc.
|
Ameren Corporation
|
Northeast Utilities
|
American Electric Power Co., Inc.
|
Northwestern Corporation
|
Avista Corp.
|
NRG Energy, Inc.
|
Black Hills Corporation
|
NSTAR
|
Calpine Corp.
|
NV Energy, Inc.
|
CenterPoint Energy, Inc.
|
Northwest Natural Gas Company
|
Cleco Corporation
|
OGE Energy Corp.
|
CMS Energy Corp.
|
PG&E Corp.
|
Consolidated Edison Inc.
|
Pepco Holdings, Inc.
|
Constellation Energy Group, Inc.
|
Pinnacle West Capital Corporation
|
Dominion Resources, Inc.
|
PNM Resources, Inc.
|
DPL Inc.
|
Portland General Electric Company
|
DTE Energy Company
|
PPL Corporation
|
Duke Energy Corporation
|
Progress Energy Inc.
|
Edison International
|
Public Service Enterprise Group Inc.
|
El Paso Electric Co.
|
Puget Energy
|
Energen Corp.
|
SCANA Corp.
|
Energy Future Holdings
|
Sempra Energy
|
Entergy Corporation
|
Southern Company
|
EQT Corporation
|
TECO Energy, Inc.
|
Exelon Corporation
|
TennesseeValley Authority
|
FirstEnergy Corp.
|
UIL Holdings Corporation
|
GenOn Energy, Inc.
|
UniSource Energy
|
Hawaiian Electric Industries Inc.
|
Unitil Corp.
|
IdaCorp, Inc.
|
Vectren Corporation
|
Integrys Energy Group, Inc.
|
Westar Energy, Inc.
|
MDU Resources Group Inc.
|
Wisconsin Energy Corp.
|
MGE Energy Inc.
|
Xcel Energy Inc.
|
Name
|
Short-Term
Incentive Opportunity |
Mr. Lant
|
Increased from 70% to 75% of base salary
|
Messrs. Laurito and Groft
|
Maintained at 50% of base salary
|
Mr. Capone
|
Maintained at 45% of base salary
|
Mr. Gould
|
Maintained at 40% of base salary
|
2012 TEAM GOALS
|
||||
Performance Goal and Business Objective
|
Weight
|
Threshold
|
Target
|
Superior
|
CH Energy Group
|
|
|
|
|
|
|
|
|
|
Dividends
|
|
|
|
|
The Committee initially established a dividend performance goal under the STI plan for 2012. The Committee eliminated the dividend goal in September 2012 because CH Energy Group was prohibited under the merger agreement with Fortis from raising dividends prior to March 19, 2013.
|
||||
|
||||
EPS (1)(2)(3)
|
|
|
|
|
|
|
|
|
|
Achieve EPS target for CH Energy Group.
|
100%
|
$3.21
|
$3.38
|
$3.55
|
Objective: The primary drivers of share price growth are earnings per share and capacity to pay dividends.
(1) When these team goals were established, the Committee provided that actual earnings per share for Central Hudson would be weather normalized (i.e., adjusted) to eliminate the impact of major storms and that Griffith's EPS would be normalized for heating degree days, both revenue and expense. The Committee believes that these items can distort performance during a year. Moreover, the Committee wanted to structure the EPS goals so that the executives will neither benefit nor be penalized as a result of certain events over which they have little control.
(2) Fortis transaction costs will be excluded from the calculation of EPS.
(3) The Committee established the threshold, target and superior amounts as shown in the chart above by reducing each of them by a net amount of $0.03 from the originally approved amounts because of the net effect of several changes and updates to the 2012 business plan.
|
2012 TEAM GOALS
|
||||
Performance Goal and Business Objective
|
Weight
|
Threshold
|
Target
|
Superior
|
Central Hudson
|
|
|
|
|
|
|
|
|
|
|
|
Financials(1)(2)(3)(4)
|
|
|
|
||
|
|
|
|
|
|
EPS
|
30%
|
$3.03
|
$3.15
|
$3.27
|
|
Objective: Earnings per share is a primary driver of share price growth.
(1) When these team goals were established, the Committee provided that actual earnings per share for Central Hudson would be normalized (i.e., adjusted) to eliminate the impact of major storms.
(2) If a financial penalty is incurred for failure to meet any PSC service quality measure, the amount of such penalty shall be doubled for the purpose of calculating EPS.
(3) Fortis transaction costs will be excluded from the calculation of EPS.
(4) The Committee established the threshold, target and superior amounts as shown in the chart above by reducing each of them by a net amount of $0.01 from the originally approved amounts because of the net effect of several changes and updates to the 2012 business plan.
|
|||||
Customer Satisfaction
|
|
|
|
||
|
|
|
|
|
|
JD Power (Eastern Region)
|
10%
|
N/A
|
Median
|
Above Median
|
|
|
|||||
Objective: Customer satisfaction is a metric used by Central Hudson's regulatory agency, is a primary business objective for our regulated utility business, and directly relates to cost recovery and achievement of allowed rates of return on capital.
|
|||||
|
|
|
|
|
Safety Targets
|
30%
|
|
|
|
|
|
|
|
|
OSHA Severity Index
|
15%
|
8.5
|
8.2
|
7.8
|
|
|
|
|
|
Preventable Motor Vehicle Accidents
|
15%
|
31
|
29
|
27
|
|
||||
Objective: Reducing injuries and motor vehicle accidents protects the safety of our employees and customers, reduces costs, and serves to improve the morale and operating performance of Central Hudson's entire workforce.
|
||||
|
|
|
|
|
Reliability
|
30%
|
|
|
|
|
|
|
|
|
CAIDI
SAIFI |
15%
15% |
2.50
1.24 |
2.40
1.12 |
2.30
1.01 |
Objective: Reliability is a primary driver of utility customer satisfaction and is viewed as such by Central Hudson's regulatory agency. Improving reliability has been the focus of a multi-year plan. CAIDI (Customer Average Interruption Duration Index) and SAIFI (System Average Interruption Frequency Index) have been selected as valid measures of reliability.
|
2012 TEAM GOALS
|
||||
Performance Goal and Business Objective
|
Weight
|
Threshold
|
Target
|
Superior
|
|
|
|
|
|
Griffith
|
|
|
|
|
|
|
|
|
|
EPS (1)
|
20%
|
$0.17
|
$0.21
|
$0.25
|
|
||||
Objective: The primary drivers of share price growth are earnings per share and capacity to pay dividends.
|
||||
(1) When these team goals were established, the Committee provided that actual earnings per share for Griffith would be normalized to eliminate the impact of abnormal heating degree days, both revenue and expense. The Committee believes that this impact can distort performance during a year. Moreover, the Committee wanted to structure the EPS goal so that the executives will neither benefit nor be penalized as a result of certain events over which they have little control.
|
||||
Workers' Compensation
|
|
|
|
|
|
|
|
|
|
Incidents per 200,000 hours
|
20%
|
6.1
|
5.5
|
4.9
|
|
||||
Objective: Reducing injuries protects the safety of our employees and customers, reduces costs, and serves to improve the morale and operating performance of Griffith's entire workforce.
|
||||
Service Department
|
|
|
|
|
|
|
|
|
|
Achieve service department net profitability inclusive of HVAC expansion
|
15%
|
*
|
*
|
*
|
|
|
|
|
|
Expense Reductions
|
|
|
|
|
|
|
|
|
|
Achieve identifiable expense reductions in 2012 from B2E process improvements
|
15%
|
$125,000
|
$250,000
|
$375,000
|
|
||||
Objective: B2E refers to Griffith's "Bridge to Excellence" program which seeks opportunities to improve existing business processes utilizing Lean Six Sigma techniques. It is a data driven approach aimed at eliminating waste as well as improving efficiency and service quality. These incremental process improvements are intended to produce more revenue, provide cost savings and create quality improvements, thereby providing benefits for both CH Energy Group shareholders and Griffith customers.
* The Compensation Committee has determined that the specific performance levels are confidential commercial information, the disclosure of which would result in competitive harm for CH Energy Group. These performance levels were established so that they were challenging but achievable.
|
2012 TEAM GOALS
|
||||
Performance Goal and Business Objective
|
Weight
|
Threshold
|
Target
|
Superior
|
|
|
|
|
|
Acquisitions
|
|
|
|
|
|
|
|
|
|
For acquisitions completed in 2011, achieve pro-forma earnings projections as set forth in documents used by Griffith's Board in approving the acquisition – Performance of each acquisition will be measured for first full year of operation (2012)
|
20%
|
*
|
*
|
*
|
|
||||
Objective: Increasing the customer base is an important component of increasing earnings per share.
|
||||
|
|
|
|
|
Customer Satisfaction
|
|
|
|
|
|
|
|
|
|
Achieve Customer Satisfaction Target for 2012 to be measured by percentage of highly satisfied customers
|
10%
|
93.9%
|
95.9%
|
97.9%
|
|
||||
* The Compensation Committee has determined that the specific performance levels are confidential commercial information, the disclosure of which would result in competitive harm for CH Energy Group. These performance levels were established so that they were challenging but achievable.
|
MR. CAPONE – INDIVIDUAL GOALS
|
||||
Goal
|
Weight
|
Threshold
|
Target
|
Superior
|
Oversee the development and submission of an updated strategic plan for Griffith.
|
40%
|
Complete by October 2012; performance level based on subjective evaluation by the Board of Directors
|
||
At Griffith, for acquisitions completed in 2011, achieve pro-forma earnings projections as set forth in documents used by the Board in approving the acquisition; performance of each acquisition for the first full year of operation (2012).
|
30%
|
*
|
*
|
*
|
Acquire tuck-in oil companies in the mid-Atlantic marketing area that meet the guidelines set by the Strategy and Finance Committee.
|
30%
|
*
|
*
|
*
|
* | The Compensation Committee has determined that the specific performance levels are confidential commercial information, the disclosure of which would result in competitive harm for CH Energy Group. These performance levels were established so that they were challenging but achievable. In this regard, target attainment was not assured. |
MR. GOULD – INDIVIDUAL GOALS
|
||||
Goal
|
Weight
|
Threshold
|
Target
|
Superior
|
Prepare and submit recommendations by July 31, 2012 for further development of the in-house legal department for serving CH Energy Group's and Central Hudson's legal needs, pre- and post-closing of the Fortis transaction.
|
50%
|
N/A
|
Prepare and submit recommendations by July 31, 2012 and receive approval of recommendations from Steven V. Lant by August 15, 2012
|
Achieve target, and achieve hiring objectives approved by Steven V. Lant
|
Achieve assigned group expense budget, excluding special projects outside budget that may arise during the year.
|
25%
|
105% of Budget
|
Achieve 2012 Budget
|
95% of Budget
|
Revise and implement B2E recommendations for establishing an approved listing of outside law firms and guidelines for use of such law firms.
|
25%
|
N/A
|
Achieve by April 15, 2012
|
Achieve by March 1, 2012
|
MR. GROFT – INDIVIDUAL GOALS
|
||||
Goal
|
Weight
|
Threshold
|
Target
|
Superior
|
Oversee the development and submission of an updated strategic plan for Griffith.
|
35%
|
Complete by October 2012; performance level based on subjective evaluation by the Board of Directors
|
||
At Griffith, for acquisitions completed in 2011, achieve pro-forma earnings projections as set forth in documents used by the Board in approving the acquisition; performance of each acquisition will be measured for the first full year of operation (2012).
|
20%
|
*
|
*
|
*
|
Acquire tuck-in oil companies in the mid-Atlantic marketing area that meet the guidelines set by the Strategy and Finance Committee.
|
10%
|
*
|
*
|
*
|
Prepare a comprehensive management recruitment, development and succession plan, including a program for identifying and developing Emerging Leaders.
|
15%
|
N/A
|
Complete by April 30, 2012
|
N/A
|
Achieve service department net profitability inclusive of HVAC expansion.
|
10%
|
*
|
*
|
*
|
Griffith Safety – Workers' Compensation Incidents per 200,000 hours.
|
10%
|
6.1
|
5.5
|
4.9
|
* | The Compensation Committee has determined that the specific performance levels are confidential commercial information, the disclosure of which would result in competitive harm for CH Energy Group. These performance levels were established so that they were challenging but achievable. In this regard, target attainment was not assured. |
2012 TEAM GOALS – RESULTS
|
||
Performance Goal
|
Actual Results
|
Percentage of Target Achieved
|
|
|
|
CH Energy Group
|
|
|
EPS
|
$3.50
|
136%
|
|
|
|
Central Hudson
|
|
|
Financials
|
|
|
EPS
|
$3.25
|
142%
|
Customer Satisfaction
|
|
|
JD Power (Eastern Region)
|
Below Median
|
0%
|
Safety Targets
|
|
|
OSHA Severity Index
|
18.3
|
0%
|
Preventable Motor Vehicle Accidents
|
13
|
150%
|
Reliability
|
|
|
CAIDI
|
2.38
|
110%
|
SAIFI
|
1.00
|
150%
|
|
|
|
Griffith
|
|
|
EPS
|
$0.15
|
0%
|
Workers' Compensation Incidents per 200,000 hours
|
4.9
|
150%
|
Service Department Profitability
|
*
|
57%
|
Expense Reductions from B2E Process Improvements
|
$410,000
|
150%
|
Achieve pro forma earnings projections on 2011 acquisitions
|
*
|
53%
|
Customer Satisfaction
|
95.9%
|
100%
|
* | The Compensation Committee has determined that the specific performance levels are confidential commercial information, the disclosure of which would result in competitive harm for CH Energy Group. These performance levels were established so that they were challenging but achievable. In this regard, target attainment was not assured. |
• | Mr. Capone: The Committee set Mr. Capone's achievement level for 2012 vs. individual goals at 60% of target because of: (i) a threshold performance with regard to the development and submission of an updated strategic plan for Griffith; (ii) a slightly above threshold performance with regard to achieving pro-forma earnings projections for acquisitions made by Griffith in 2011; and (iii) an above threshold performance in connection with the acquisition by Griffith in 2012 of oil companies in the mid-Atlantic marketing area. The weighted average of the achievement levels for Mr. Capone's team goals (115% achievement level with a 75% weighting) and individual goals (60% achievement level with a 25% weighting) resulted in a short-term incentive payout for Mr. Capone equal to 101% of his target short-term incentive opportunity. |
• | Mr. Gould: The Committee set Mr. Gould's achievement level for 2012 vs. individual goals at 150% of target because of: (i) a target performance with regard to the preparation and submission of recommendations for the further development of the in-house legal department for serving Energy Group's and Central Hudson's legal needs, pre- and post- closing of the Fortis transaction; (ii) a superior performance with regard to achieving legal services group expense budgets; and (iii) a superior performance with regard to the review and implementation of the Bridge to Excellence "Legal Services" team recommendations for establishing an approved listing of outside law firms and guidelines for use of such law firms. The weighted average of the achievement levels for Mr. Gould's team goals (136% achievement level with a 70% weighting) and individual goals (150% achievement level with a 30% weighting) resulted in a short-term incentive payout for Mr. Gould equal to 140% of his target short-term incentive opportunity. |
• | Mr. Groft: The Committee set Mr. Groft's achievement level for 2012 vs. individual goals at 77% of target because of: (i) a threshold performance with regard to the development and submission of an updated strategic plan for Griffith; (ii) a slightly above threshold performance with regard to achieving pro-forma earnings projections for acquisitions made by Griffith in 2011; (iii) an above threshold performance in connection with the acquisition by Griffith in 2012 of oil companies in the mid-Atlantic marketing area; (iv) a target performance with regard to the preparation of a comprehensive management, recruitment, development and succession plan, including a program for identifying and developing Emerging Leaders; (v) an above threshold performance with regard to achieving service department net profitability inclusive of HVAC expansion; and (vi) a superior performance with regard to workers' compensation incidents in 2012. The weighted average of the achievement levels for Mr. Groft's team goals (82% achievement level with a 60% weighting) and individual goals (77% achievement level with a 40% weighting) resulted in a short-term incentive payout for Mr. Groft equal to 80% of his target short-term incentive opportunity. |
Name
|
Team Goals
Achievement % |
Individual Goals
Achievement % |
Actual Payout Percentage
(Weighted Average of Team and Individual Achievement %'s) |
Mr. Lant
|
136%
|
N/A
|
136%
|
Mr. Laurito
|
110%
|
N/A
|
110%
|
Mr. Capone
|
115%
|
60%
|
101%
|
Mr. Gould
|
136%
|
150%
|
140%
|
Mr. Groft
|
82%
|
77%
|
80%
|
Name
|
Long-Term
Incentive Opportunity |
Mr. Lant
|
Increased from 110% to 120% of base salary
|
Mr. Capone
|
Maintained at 80% of base salary
|
Mr. Laurito
|
Maintained at 70% of base salary
|
Mr. Groft
|
Maintained at 60% of base salary
|
Performance Objectives – Each has an Equal Weight of 50% |
Percentile Rank Relative to Performance Peer Group
|
Business Objective |
||
Threshold
(3.3% payout) |
Target
(100% payout) |
Superior
(150% payout) |
||
The average of CH Energy Group's annual dividend yield on book value over the three-year performance cycle as compared to the average of the annual dividend yield on book value of the companies in the performance peer group over the same time period.
|
21st percentile
|
50th percentile
|
80th percentile or better
|
The Compensation Committee and the Board believe that significant macro-economic factors, such as interest rates, affect our entire industry. The Board believes that our relative performance within the industry peer group is an important measure of performance and therefore assesses earnings per share growth and dividend yield against the performance peer group.
|
The percentage growth in CH Energy Group's basic earnings per share over the three-year performance cycle as compared to the percentage growth in basic earnings per share of the companies in the performance peer group over the same time period.
|
21st percentile
|
50th percentile
|
80th percentile or better
|
The Compensation Committee and the Board believe that our shareholders desire a substantial dividend payment and consistent share price appreciation over time, which in combination provide an attractive total return on investment. Earnings per share growth is used as a performance metric because the Compensation Committee and the Board believe that earnings per share growth is the primary driver of share price appreciation.
|
ALLETE, Inc.
|
NV Energy, Inc.
|
Ameren Corporation
|
OGE Energy Corporation
|
Avista Corporation
|
Pinnacle West Capital Corporation
|
Central Vermont Public Service Corporation
|
PNM Resources, Inc.
|
Consolidated Edison, Inc.
|
Portland General Electric Company
|
El Paso Electric Company
|
UniSource Energy Corporation
|
Empire District Electric Company
|
Unitil Corporation
|
Great Plains Energy Incorporated
|
Westar Energy, Inc.
|
IDACORP, Inc.
|
Xcel Energy Inc.
|
NorthWestern Corporation
|
|
EPS Growth
|
|
Dividend Yield
|
|
|
Total % Earned
|
||
Percentile
|
% Earned
|
|
Percentile
|
% Earned
|
|
|
|
71%
|
135%
|
|
71%
|
135%
|
|
|
135%
|
·
|
upon closing of the transaction, the level of attainment of each performance goal will be (i) target attainment, or (ii) actual attainment through the full fiscal quarters ending immediately prior to the transaction, whichever level of attainment results in a greater number of shares earned in respect of the award; and
|
·
|
in calculating the actual level of attainment of performance goals applicable to all performance shares (whether or not they settle upon or after the transaction), any expenses or costs associated with or arising as a result of or in connection with the transaction and any non-recurring charges that would not reasonably be expected to have been incurred had the transaction not occurred are excluded.
|
Named Executive Officer
|
Ownership Guidelines
for Shares or Units
by Applicable Deadline
|
Actual Ownership
of Shares or Units
as of 12/31/2012
|
Mr. Lant
|
23,000
|
37,271
|
Mr. Capone
|
6,000
|
14,844
|
Mr. Gould
|
6,000
|
11,473
|
Mr. Groft
|
5,000
|
11,217
|
Mr. Laurito
|
8,500
|
16,122
|
• | The executive compensation program of the Corporation reflects an appropriate mix of compensation elements and balances current and long-term performance objectives, cash and equity compensation, and risks and rewards associated with executive roles. |
• | We use a variety of corporate and individual performance metrics that are consistent with the business objectives of the Corporation and correlate to long-term value. The performance goals are set at levels that we believe are reasonable in light of past performance and market conditions. |
• | We do not use highly-leveraged performance goals; instead, incentive opportunities are based on balanced performance metrics that promote disciplined progress toward long-term goals and all payouts are capped at a pre-established percentage of the target payment opportunity. |
• | We retain discretion to adjust compensation levels based on the quality of company and individual performance and adherence to the Corporation's ethics and compliance programs, among other things. |
• | The long-term incentive opportunities generally vest over a period of three years to focus the executives of the Corporation on long-term performance and to enhance retention. The performance shares are granted annually and have overlapping three-year performance periods, so any risks taken to increase the payout under one award could jeopardize the potential payouts under other awards. |
• | We regularly evaluate the compensation programs and levels of our compensation comparator groups to confirm that our compensation programs are consistent with market practice. |
• | As described above, we have adopted several risk mitigating strategies, such as stock ownership guidelines and a "clawback policy." |
Name and
Principal Position
|
Year
|
Salary
($)
(1)
|
Bonus
($)
(2)
|
Stock
Awards
($)
(3)
|
Non-Equity
Incentive
Plan
Compensation
($)
(4)
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
(5)(6)
|
All Other Compensation
($)
(7)
|
Total
($)
|
Steven V. Lant
Chairman of the Board, President, and Chief Executive Officer
|
2012
2011
2010
|
610,000
575,000
550,000
|
125,000
0
0
|
732,196
632,079
563,466
|
620,862
372,313
264,825
|
2,296,000
815,500
845,500
|
8,500
8,250
8,250
|
4,392,558
2,403,142
2,232,041
|
Christopher M. Capone
Executive Vice President and Chief Financial Officer
|
2012
2011
2010
|
380,000
345,000
335,000
|
50,000
0
0
|
303,772
275,726
303,761
|
172,860
129,368
132,684
|
515,400
239,500
216,200
|
8,934
8,416
9,927
|
1,430,966
998,010
997,572
|
James P. Laurito
Executive Vice President of CH Energy Group and President of Central Hudson
|
2012
2011
2010
|
410,000
380,000
370,000
|
50,000
42,750
137,000
|
286,927
265,772
206,617
|
226,415
241,582
157,668
|
0
0
0
|
21,790
22,178
22,234
|
995,132
952,282
893,519
|
John E. Gould
Executive Vice President and General Counsel
|
2012
2011
2010
|
350,000
335,000
325,000
|
30,000
0
0
|
0
0
0
|
195,993
151,085
127,725
|
0
0
0
|
82,434
75,915
68,470
|
658,427
562,000
521,195
|
W. Randolph Groft
President and Chief Operating Officer of Griffith
|
2012
2011
2010
|
266,000
258,001
240,769
|
0
0
0
|
159,466
149,808
225,362
|
106,195
122,666
107,942
|
0
0
0
|
14,800
22,600
39,910
|
546,461
553,075
613,983
|
(1) | Mr. Groft's annual base salary was increased to $266,000, effective July 1, 2011. The Compensation Committee did not make any adjustment to Mr. Groft's base salary in 2012. |
(2) | Reflects discretionary cash bonuses earned for the applicable year. |
(3) | Reflects the aggregate grant date fair value of the performance shares granted to the Named Executive Officers (based on the probable outcome of the performance conditions as of the date of grant) and restricted shares for the applicable year. The grant date fair value of the performance shares granted in 2012, assuming that the highest level of performance would be achieved, is as follows: Mr. Lant: $1,098,294; Mr. Capone: $455,657; Mr. Laurito: $430,390; and Mr. Groft: $239,199. The aggregate grant date fair value of the awards was determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation ("FASB ASC Topic 718"). See Note 11 of the Consolidated Financial Statements contained on page 153 for an explanation of the assumptions made in valuing these awards. For additional information about the performance shares granted in 2012, please refer to the "2012 Grants of Plan-Based Awards" section, which begins on page 232. |
(4) | Reflects the short-term incentive opportunity earned by the Named Executive Officers for the applicable year. For additional information about the 2012 short-term incentive opportunities, please refer to the "2012 Grants of Plan-Based Awards" section, which begins on page 232. |
(5) | Reflects the increase in the present value of the accumulated benefits under the Retirement Income Plan, Supplemental Executive Retirement Plan and Retirement Benefit Restoration Plan for Messrs. Lant and Capone. These defined benefit retirement plans are closed, meaning that new hires are not eligible to participate. Therefore, neither Mr. Laurito nor Mr. Gould participates in these plans. Mr. Groft does not participate in CH Energy Group's defined benefit pension program because he is an employee at Griffith, which historically has not provided defined benefit retirement plans to its executives. For more information on these plans and benefits, please refer to the "2012 Pension Benefits" section on page 235. Our Named Executive Officers did not accrue any above-market earnings under the Directors and Executives Deferred Compensation Plan, and therefore we have not reported any earnings credited under that plan in this column. |
(6) | The increase in the present value of Messrs. Lant's and Capone's benefits under the defined benefit retirement plans from 2011 to 2012 was due primarily to an increase in 2012 compensation amounts, including the accelerated payments made in 2012 and the use of a lower discount rate to calculate the present value compared to 2011. They did not receive any enhanced benefit under their defined benefit retirement plans in 2012. |
(7) | Reflects the following for 2012: |
• | company matching contributions under the 401(k) plan of $8,500 for each of Messrs. Lant, Capone, Laurito, and Gould and $10,000 for Mr. Groft; |
• | profit sharing contributions under the 401(k) plan of $7,350 for Mr. Laurito, $7,350 for Mr. Gould and $2,450 for Mr. Groft; |
• | financial planning services of $1,584 for Mr. Gould, $2,280 for Mr. Laurito, and $434 for Mr. Capone; |
• | a car allowance of $3,660 for Mr. Laurito and $2,350 for Mr. Groft; and |
• | contributions to Mr. Gould's account under the Directors and Executives Deferred Compensation Plan of $65,000. |
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
(1)
|
Estimated Future Payouts Under
Equity Incentive Plan Awards
(2)
|
Grant Date
Fair Value
of Stock
and Option
Awards
($) (3)
|
||||
Name |
Grant
Date |
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
|
Steven V. Lant
|
2/6/2012
|
228,750
|
457,500
|
686,250
|
430
|
13,040
|
19,560
|
732,196
|
Christopher M. Capone
|
2/6/2012
|
85,500
|
171,000
|
277,875
|
179
|
5,410
|
8,115
|
303,772
|
James P. Laurito
|
2/6/2012
|
102,500
|
205,000
|
307,500
|
169
|
5,110
|
7,665
|
286,927
|
John E. Gould
|
N/A
|
70,000
|
140,000
|
231,000
|
0
|
0
|
0
|
0
|
W. Randolph Groft
|
2/6/2012
|
66,500
|
133,000
|
226,100
|
94
|
2,840
|
4,260
|
159,466
|
(1) | This column provides information about the short-term incentive opportunities established during 2012 for the Named Executive Officers. The information included in the "Threshold," "Target," and "Maximum" columns reflects the range of potential payouts when the performance goals were established by the Compensation Committee and the Board of Directors. Please refer to the "Non-Equity Incentive Plan Compensation" column and "Bonus" column of the Summary Compensation Table for the amount of the short-term incentive award earned by our Named Executive Officers for 2012. For a brief description of the short-term incentive program, please refer to the "Compensation Discussion and Analysis" section, which begins on page 201. |
(2) | This column provides information about the performance shares granted under the Long-Term Equity Incentive Plan during 2012 to the Named Executive Officers. The information included in the "Threshold," "Target," and "Maximum" columns reflects the range of potential payouts under the performance shares when the performance goals were established by the Compensation Committee. The threshold equals 3.3% of the target award and the maximum equals 150% of the target award. The actual payout will depend on the extent to which we achieve the applicable performance goals during the performance period commencing January 1, 2012 and ending December 31, 2014. An executive's right to receive the performance shares will be forfeited if he terminates employment with the Corporation for any reason (other than death or retirement) prior to payment of the performance shares. However, if an executive retires or dies during the performance period, the Board of Directors (or appropriate committee thereof) generally would determine the extent to which the applicable performance goals had been achieved through the fiscal quarter prior to the date of death (or in the case of retirement, over the entire performance period), and the resulting award would be prorated based on the number of days the executive had been employed during the performance period. Upon a "change in control," the Board of Directors (or appropriate committee thereof) would determine the extent to which the applicable performance goals have been achieved through the fiscal quarters completed prior to that date and the resulting award would be paid without pro-ration. The executives have no right to dividends during the performance period and no right to vote the performance shares until they are paid. For additional information about the performance shares, please refer to the "Compensation Discussion and Analysis" section, which begins on page 201. |
(3) | Reflects the grant date fair value, as determined in accordance with FASB ASC Topic 718, of each performance share award. See Note 11 of the Consolidated Financial Statements on page 153 for an explanation of the assumptions made in valuing these awards. |
Name
|
Stock Awards
|
|||
Number of Shares or Units of Stock That Have Not Vested
(#) (1)
|
Market Value of Shares or Units of Stock that Have Not Vested
($) (2)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#) (3)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($) (4)
|
|
Steven V. Lant
|
0
|
0
|
60,495
|
3,945,484
|
Christopher M. Capone
|
440
|
28,697
|
19,928
|
1,299,704
|
James P. Laurito
|
15,765
|
1,028,171
|
23,700
|
1,545,714
|
John E. Gould
|
5,750
|
375,015
|
0
|
0
|
W. Randolph Groft
|
440
|
28,697
|
14,205
|
926,450
|
(1) | Reflects the number of restricted shares held by Mr. Gould, which generally vest in equal installments on each anniversary of October 1, 2009, and restricted stock units held by Mr. Laurito, which generally vest in three equal annual installments commencing on November 1, 2014. |
(2) | Reflects the product of (i) the number of outstanding restricted shares or restricted stock units, multiplied by (ii) $65.22, which was the closing price of CH Energy Group's Common Stock on December 31, 2012. |
(3) | Reflects the aggregate number of performance shares outstanding as of December 31, 2012, assuming performance at the "Superior" level for the 2010–2012, 2011–2013, and 2012–2014 performance cycles. The performance shares vest based on the extent to which we achieve the applicable performance goals as of the end of the applicable performance period. Please note that the performance shares for the 2010–2012 performance cycle are included in this column, even though the performance period ended December 31, 2012. As of the date of this filing, the financial information for all the companies in the performance peer group was not yet available and, therefore, we were not able to determine the payout level. However, in order to improve our ability to deduct compensation paid in connection with the pending merger with Fortis, on December 12, 2012, the Compensation Committee approved the payment in December 2012 of 80 percent of the 2010–2012 performance shares expected to be paid in the first half of 2013 to Christopher M. Capone, based on estimated performance results. |
(4) | Reflects the product of (i) the aggregate number of outstanding performance shares, multiplied by (ii) $65.22, which was the closing price of CH Energy Group's Common Stock on December 31, 2012. |
|
Option Awards
|
Stock Awards
|
||
Name
|
Number of
Shares Acquired
on Exercise
(#)
|
Value Realized
on Exercise
($)(1)
|
Number of
Shares Acquired
(#)(2)
|
Value Realized
($)(3)
|
Steven V. Lant
|
4,400
|
72,930
|
15,132
|
989,905
|
Christopher M. Capone
|
0
|
0
|
11,935
|
778,441
|
James P. Laurito
|
0
|
0
|
0
|
0
|
John E. Gould
|
0
|
0
|
2,875
|
187,881
|
W. Randolph Groft
|
0
|
0
|
5,224
|
341,108
|
(1) | Reflects the product of (i) the number of shares acquired upon the exercise of the stock option, multiplied by (ii) the excess of the average of the high price and the low price per share of CH Energy Group's Common Stock on the date of exercise over the per share exercise price of the stock option. |
(2) | Reflects the performance shares for the 2009–2011 performance cycle. The relevant financial information for all the companies in the peer group for the 2009–2011 performance cycle was not available until April 2012. Because the payout of the awards did not occur until May, the Committee provided that, at the time the performance shares were paid, each executive would receive additional shares with a value equal to dividends that the executives would have received on the earned performance shares had they instead been paid on January 1, 2012. This column also reflects the vesting of restricted shares held by Mr. Gould. Finally, this column reflects (i) the payment in December 2012 of 80 percent of the 2010–2012 performance shares expected to be paid in the first half of 2013 to Mr. Capone and (ii) accelerated vesting of 80 percent of the service-vesting restricted shares scheduled to vest in February 2013 for each of Mr. Capone and Mr. Groft. |
(3) | Reflects the product of (i) the number of shares acquired, multiplied by (ii) the closing price of those shares upon acquisition. |
Name
|
Plan Name (1)
|
Number of Years Credited Service
(#)
|
Present Value of Accumulated Benefit
($) (2)
|
Payments During Last Fiscal Year
($)
|
Steven V. Lant
|
Retirement Income Plan
Supplemental Executive Retirement Plan
Retirement Benefit Restoration Plan
|
31 yrs. 2 mos
31 yrs. 2 mos
31 yrs. 2 mos
|
2,081,900
5,791,400 554,000 |
0
0 0 |
Christopher M. Capone
|
Retirement Income Plan
Supplemental Executive Retirement Plan
Retirement Benefit Restoration Plan
|
10 yrs. 8 mos
10 yrs. 8 mos
10 yrs. 8 mos
|
636,600
778,900 3,200 |
0
0 0 |
James P. Laurito (3)
|
Retirement Income Plan
Supplemental Executive Retirement Plan
Retirement Benefit Restoration Plan
|
N/A
N/A
N/A
|
N/A
N/A
N/A
|
N/A
N/A
N/A
|
John E. Gould (3)
|
Retirement Income Plan
Supplemental Executive Retirement Plan
Retirement Benefit Restoration Plan
|
N/A
N/A
N/A
|
N/A
N/A
N/A
|
N/A
N/A
N/A
|
W. Randolph Groft (3)
|
Retirement Income Plan
Supplemental Executive Retirement Plan
Retirement Benefit Restoration Plan
|
N/A
N/A
N/A
|
N/A
N/A
N/A
|
N/A
N/A
N/A
|
(1) | The formal name of each plan is as follows: |
• | Retirement Income Plan of Central Hudson Gas & Electric Corporation (the "RIP") |
• | CH Energy Group, Inc. Supplemental Executive Retirement Plan (the "SERP") |
• | Central Hudson Retirement Benefit Restoration Plan (the "RBRP") |
(2) | The present value of accumulated benefits was prepared based on the same assumptions used in the Consolidated Financial Statements contained on page 96, including (i) a 3.80% discount rate for the RIP and a 3.70% discount rate for the SERP and RBRP, (ii) the Retirement Plan 2000 Combined Table Projected to 2017, no collar adjustment, and (iii) a retirement age of 61 under the SERP and a retirement age of 55 under the RIP and the RBRP. |
(3) | These defined benefit retirement plans are closed, meaning that new hires are not eligible to participate. Therefore, neither Mr. Laurito nor Mr. Gould participates in these plans. Mr. Groft does not participate in CH Energy Group's defined benefit pension program because he is an employee at Griffith, which historically has not provided defined benefit retirement plans to its employees. |
• | The regular service benefit equals the sum of the benefit earned each year after October 1, 2003, based on 2% of "annual compensation" for each year of benefit service beginning before age 50 and 2.5% for each such year beginning after age 50. The term "annual compensation" means base salary at October 1, plus, for periods after 2004, short-term incentives in the prior 12 months. |
• | The supplementary past service benefit equals a participant's years of benefit service at October 1, 2003 multiplied by the sum of 1.45% of "average earnings" up to $37,500 and 1.75% of average earnings in excess of $37,500. If larger, a participant will receive the prior regular service benefit at September 30, 2003. The term "average earnings" means the average of 100% of base salary at October 1, 2001 and 2002 and 50% of base salary at October 1, 2000 and 2003. |
• | For participants on January 1, 1987, 10% of the participant's base salary on that date. |
• | For participants on September 30, 1991, 5% of the participant's base salary on that date. |
• | For participants on September 30, 1997, 5% of the participant's base salary on that date. |
• | For participants on September 30, 1999, 5% of the participant's base salary on that date. |
• | Annual interest, generally based on the yield for 30-year Treasury Bonds. |
• | Normal Retirement Benefit. If a participant terminates employment on or after the date he or she attains age 61, he or she will be entitled to a normal retirement benefit. The annualized normal retirement benefit is equal to (i) 57% of the participant's highest consecutive three-year average of base salary and short-term incentive during the ten-year period that precedes the participant's termination of employment, multiplied by (ii) a fraction, the numerator of which is the participant's years of benefit service under the RIP (not to exceed 30) and the denominator of which is 30. |
• | Early Retirement Benefit. Upon the participant's vested termination of employment before the date he or she attains age 61, the participant will be entitled to an early retirement benefit equal to the normal retirement benefit (described above) reduced by 0.333% for each full month by which his or her benefit commencement date precedes the date the participant attains age 61. |
Name
|
Executive Contributions in Last FY
($) (1)
|
Registrant Contributions in Last FY
($) (2)
|
Aggregate Earnings in Last FY
($)
|
Aggregate Withdrawals/
Distributions
($)
|
Aggregate Balance at Last FYE
($) (3)
|
Steven V. Lant
|
0
|
0
|
17,435
|
269,538
|
128,504
|
Christopher M. Capone
|
0
|
0
|
0
|
0
|
0
|
James P. Laurito
|
32,800
|
0
|
9,689
|
0
|
100,595
|
John E. Gould
|
0
|
65,000
|
29,989
|
0
|
420,528
|
W. Randolph Groft
|
0
|
0
|
55,135
|
0
|
460,431
|
(1) | Each Named Executive Officer is eligible to defer base salary, short-term incentive awards, and performance shares under the terms of the Directors and Executives Deferred Compensation Plan, described below. The "Executive Contributions in Last FY" column shows the aggregate deferrals for each Named Executive Officer during 2012. The 2012 base salary deferrals are included in the "Salary" column, and the 2012 short-term incentive deferrals are included in the "Non-Equity Incentive Plan Compensation" and "Bonus" columns of the Summary Compensation Table. |
(2) | Mr. Gould received a company contribution to his account under the Directors and Executives Deferred Compensation Plan of $65,000. This amount is reflected in the "All Other Compensation" column of the Summary Compensation Table. |
(3) | The aggregate balance as of December 31, 2012 for each Named Executive Officer includes prior deferrals of base salary, short-term incentives, and performance shares that were previously earned and reported as compensation on the Summary Compensation Table for prior years. For example, from 2000–2011, our Named Executive Officers deferred the following amounts under the Directors and Executives Deferred Compensation Plan that were previously reported as compensation in the Summary Compensation Table: (i) Mr. Lant: $290,287; (ii) Mr. Capone: $90,060; (iii) Mr. Laurito: $60,000; (iv) Mr. Gould: $314,835; and (v) Mr. Groft: $247,608. These amounts have since been adjusted, pursuant to the terms of the Directors and Executives Deferred Compensation Plan, for investment performance (e.g., earnings and losses), deferrals credited during 2012 and in-service distributions. |
• | An amount equal to his base salary and target annual incentive through the remainder of his employment term (i.e., through December 31, 2014), payable in equal monthly installments over one year. |
• | An amount credited to his account under the Directors and Executives Deferred Compensation Plan equal to the retirement credits that he would have received had he remained employed through the remainder of his employment term. |
• | Full vesting of any unvested restricted shares. |
Executive
|
Cash
Severance |
Outplacement
|
Deferred
Compensation Credit |
Restricted
Shares (1) |
Total
|
Steven V. Lant
|
0
|
$30,000
|
0
|
0
|
$30,000
|
Christopher M. Capone
|
0
|
$30,000
|
0
|
0
|
$30,000
|
James P. Laurito
|
0
|
$30,000
|
0
|
0
|
$30,000
|
John E. Gould
|
$980,000
|
$30,000
|
$135,000
|
$375,015
|
$1,520,015
|
W. Randolph Groft
|
0
|
$30,000
|
0
|
0
|
$30,000
|
(1) | The value of Mr. Gould's restricted shares equals the product of (i) the number of unvested shares, multiplied by (ii) $65.22, which was the closing price of CH Energy Group's Common Stock on December 31, 2012. |
• | Performance Shares. Except as otherwise provided below, a Named Executive Officer would forfeit his right to all outstanding performance shares, if any, for the 2012–2014 and the 2011–2013 performance cycles if his employment terminated during the applicable performance period. However, if the executive had retired or died during a performance period, then the Board of Directors (or appropriate committee thereof) would have determined the extent to which the applicable performance goals had been achieved through the fiscal quarter prior to the date of death (or in the case of retirement, over the entire performance period), and the resulting award would have been prorated based on the number of days the executive had been employed during the performance period. Such amounts would have been paid in a single lump sum in the form of shares of the Corporation's Common Stock. For this purpose, the term "retirement" means termination of employment either (i) at or after age 65 or (ii) at or after age 55 with at least 10 years of service pursuant to the early retirement provisions of the RIP. |
• | Restricted Shares and Restricted Stock Units. Upon death, all restricted shares and restricted stock units held by each of Messrs. Capone, Gould, Laurito and Groft would have become fully vested. However, vesting does not accelerate upon retirement. |
|
Performance Shares
|
|
|
|
Executive
|
2011-2013
Performance Period (1)
|
2012-2014
Performance Period (2)
|
Restricted Shares/Units (3)
|
Total
|
Steven V. Lant
|
$552,196
|
$283,490
|
0
|
$835,686
|
Christopher M. Capone
|
$240,879
|
$117,613
|
$28,697
|
$387,189
|
James P. Laurito
|
$232,183
|
$111,091
|
$1,028,171
|
$1,371,445
|
John E. Gould
|
0
|
0
|
$375,015
|
$375,015
|
W. Randolph Groft
|
$130,875
|
$61,742
|
$28,697
|
$221,314
|
(1) | The value of the performance shares for the 2011–2013 performance period equals the product of (i) the number of performance shares earned assuming a payout of 100% of target, prorated based on the performance of services during 2/3 of the performance period, multiplied by (ii) $65.22, which was the closing price of CH Energy Group's Common Stock on December 31, 2012. |
(2) | The value of the performance shares for the 2012–2014 performance period equals the product of (i) the number of performance shares earned assuming a payout of 100% of target, prorated based on the performance of services during 1/3 of the performance period, multiplied by (ii) $65.22, which was the closing price of CH Energy Group's Common Stock on December 31, 2012. |
(3) | Unlike the performance shares described above, the restricted shares and restricted stock units held by Messrs. Capone, Laurito, Gould, and Groft become fully vested on death but not upon retirement. The value of the restricted shares and the restricted stock units equals the product of (i) the number of unvested restricted shares or restricted stock units outstanding as of the end of the year, multiplied by (ii) $65.22, which was the closing price of CH Energy Group's Common Stock on December 31, 2012. |
• | SERP. Only Messrs. Lant and Capone participate in the SERP. As described below, an eligible executive's termination of employment due to "disability" (as defined below) can result in enhanced benefits under the SERP. Specifically, if an eligible executive who was vested under the SERP had become disabled (within the meaning of our long-term disability plan) on December 31, 2012, then his benefit would have been calculated as if he had received additional years of benefit service (up to 5), consistent with the disability crediting rules under the RIP. For additional information about the SERP, please refer to the "2012 Pension Benefits" section on page 235. |
• | Mr. Gould's Employment Agreement. Upon Mr. Gould's disability, he would have been entitled to the following benefits under his employment agreement: (i) continued base salary for 18 months, (ii) his target annual incentive for the year in which his disability occurred, (iii) the retirement credit for the year in which his disability occurred unless previously credited, and (iv) full vesting of his restricted shares. |
• | Restricted Shares and Restricted Stock Units. Upon disability, all outstanding restricted shares and restricted stock units held by Messrs. Capone, Gould, Laurito and Groft would have become fully vested. |
Executive
|
Cash Severance
|
Additional
Service Credit
under the SERP (1)
|
Restricted Shares/Units (2)
|
Total
|
Steven V. Lant
|
0
|
$2,638,000
|
0
|
$2,638,000
|
Christopher M. Capone
|
0
|
0
|
$28,697
|
$28,697
|
James P. Laurito
|
0
|
0
|
$1,028,171
|
$1,028,171
|
John E. Gould
|
$665,000
|
0
|
$375,015
|
$1,040,015
|
W. Randolph Groft
|
0
|
0
|
$28,697
|
$28,697
|
(1) | The value of the additional service credit under the SERP equals the excess, if any, of (i) the present value of the individual's vested SERP benefit as of December 31, 2012, calculated as if he remained employed for an additional 5 years, over (ii) the present value of the individual's vested SERP benefit as of December 31, 2012. The present value was determined based on the assumptions used in the "2012 Pension Benefits" section on page 235. |
(2) | The value of the restricted shares and the restricted stock units held by Messrs. Laurito and Gould, respectively, equals the product of (i) the number of restricted shares or restricted stock units outstanding, multiplied by (ii) $65.22, which was the closing price of CH Energy Group's Common Stock on December 31, 2012. |
• | Performance Shares. Upon a change in control, the Board of Directors (or appropriate committee thereof) is required to determine the extent to which the applicable performance goals have been achieved through the full fiscal quarters completed prior to that date, and the resulting award is required to be paid to the executives without pro-ration. Such amounts would be paid in a single lump sum in the form of either shares or cash. |
• | Restricted Shares and Restricted Stock Units. Upon a change in control, all outstanding restricted shares and restricted stock units held by Messrs. Capone, Gould, Laurito and Groft would become fully vested. |
• | Enhanced SERP Benefit. Upon a change in control, Mr. Capone would become fully vested in his benefit under the SERP. Payment of the SERP benefit will commence upon the later of his termination of employment or attainment of age 55. For additional information about the SERP, please refer to the "2012 Pension Benefits" section on page 235. |
|
Performance Shares
|
|
|
|
|
Executive
|
2011-2013
Performance Period (1)
|
2012-2014
Performance Period (2)
|
Restricted Shares/Units (3)(4)
|
Accelerated Vesting of SERP Benefit (5)
|
Total
|
Steven V. Lant
|
$828,294
|
$850,469
|
0
|
0
|
$1,678,763
|
Christopher M. Capone
|
$361,319
|
$352,840
|
$28,697
|
$690,600
|
$1,433,456
|
James P. Laurito
|
$348,275
|
$333,274
|
$1,028,171
|
0
|
$1,709,720
|
John E. Gould
|
0
|
0
|
$375,015
|
0
|
$375,015
|
W. Randolph Groft
|
$196,312
|
$185,225
|
$28,697
|
0
|
$410,234
|
(1) | The value of the performance shares for the 2011–2013 performance period equals the product of (i) the number of performance shares earned assuming a payout of 100% of target, without pro-ration, multiplied by (ii) $65.22, which was the closing price of CH Energy Group's Common Stock on December 31, 2012. |
(2) | The value of the performance shares for the 2012–2014 performance period equals the product of (i) the number of performance shares earned assuming a payout of 100% of target, without pro-ration, multiplied by (ii) $65.22, which was the closing price of CH Energy Group's Common Stock on December 31, 2012. |
(3) | The value of the restricted shares and restricted stock units held by Messrs. Capone, Laurito, Gould, and Groft equals the product of (i) the number of restricted shares or restricted stock units outstanding as of the end of the year, multiplied by (ii) $65.22, which was the closing price of CH Energy Group's Common Stock on December 31, 2012. |
(4) | Mr. Groft's restricted shares would also vest upon a sale of Griffith. |
(5) | The value of the accelerated vesting of the SERP benefit equals the excess, if any, of (i) the present value of the individual's SERP benefit as of December 31, 2012 (whether or not vested), over (ii) the present value of the individual's vested SERP benefit as of December 31, 2012. The present value was determined based on the assumptions used in the "2012 Pension Benefits" section on page 235. |
• | A prorated short-term incentive based on the average of the executive's last three pre-change in control short-term incentives ("Average Annual Incentive"), paid in a lump sum. |
• | An amount equal to three times (or two times for Mr. Groft) the sum of the executive's base salary and Average Annual Incentive, payable in 12 equal monthly installments. |
• | Outplacement services from a recognized outplacement provider, with a value not to exceed $30,000. |
• | Continued welfare benefits (including health care benefits) for a period of three years (a two-year period for Mr. Groft) following termination, subject to mitigation upon receiving similar benefits from another employer. |
• | For each of Messrs. Lant and Laurito only, a "conditional gross-up" for excise and related taxes in the event the severance compensation and other payments or distributions to him, whether pursuant to the change in control agreement, performance share or otherwise would constitute "excess parachute payments," as defined in Section 280G of the Internal Revenue Code. The tax gross-up will be provided if the aggregate parachute value of all severance and other change in control payments exceeds 110% of the maximum amount that may be paid under Section 280G of the Internal Revenue Code without imposition of an excise tax. If the parachute value of the payments does not exceed the 110% threshold, the executive's payments will be reduced to the extent necessary to avoid imposition of the excise tax on "excess parachute payments." In contrast, the other Named Executive Officers (i.e., Messrs. Capone and Groft) would be responsible for paying the applicable excise taxes under Section 280G imposed on any payments under the Change in Control Agreement, employment agreement or otherwise, but any payments subject to the excise tax would be reduced if such reduction provides a larger after-tax benefit than if the excise tax applied. |
• | Reimbursement for all legal fees and expenses reasonably incurred in asserting his rights under the Agreements, regardless of the outcome of the dispute (unless a tribunal determines that the executive's position was frivolous or maintained in bad faith). For purposes of the above calculations, we have assumed that the executive will not incur legal fees to enforce his rights under the Change in Control Agreement. |
• | Change in control. A change in control generally means any of the following: (i) an acquisition of 20% or more of CH Energy Group's Common Stock; (ii) a change in the membership of our Board of Directors, such that the current incumbents and their approved successors no longer constitute a majority; (iii) a business combination in which any one of the following is true: our former shareholders do not hold at least 60% of the combined enterprise; there is a 20%-or-more shareholder of the combined enterprise (other than as a result of conversion of the shareholder's pre-combination interest in CH Energy Group); or the members of our Board of Directors (immediately before the combination) do not make up a majority of the board of the combined enterprise; or (iv) shareholder approval of a complete liquidation. |
• | Cause. The term "cause" generally means: (i) the willful and continued failure of the executive to perform his or her duties; (ii) the willful engaging by the executive in illegal conduct or gross misconduct; (iii) the repeated use of alcohol by the executive that materially interferes with his or her duties, use of illegal drugs by the executive, or a violation of our drug or alcohol policies; (iv) a conviction, guilty plea, or plea of nolo contendere of the executive for any crime involving moral turpitude or for any felony; (v) a breach by the executive of his or her fiduciary duties of loyalty or care or a material violation of the Code of Business Conduct and Ethics, or similar policies; or (vi) the breach by the executive of the confidentiality provision of the applicable agreement. |
• | Good Reason. The term "good reason" generally means: (i) any material reduction in the executive's authority, duties, or responsibilities; (ii) any failure by CH Energy Group to maintain the executive's base salary, short-term incentive, and benefits levels; (iii) any required relocation of the executive's office of 50 miles or more; (iv) any purported termination of the executive's employment otherwise than as expressly permitted by the applicable agreement; or (v) any failure by CH Energy Group to require a successor to assume the applicable agreement. |
Name
|
Cash Severance (1)
|
Outplacement Services
|
Continued Healthcare Benefits (2)
|
Continued Welfare Benefits
(other than Healthcare) (3)
|
Enhanced Retirement Benefit (4)
|
Section 280G Gross-up (5)(6)
|
Total
|
Steven V. Lant
|
$2,939,788
|
$30,000
|
$55,400
|
$6,009
|
$238,800
|
$2,243,126
|
$5,513,123
|
Christopher M. Capone
|
$1,627,502
|
$30,000
|
$46,000
|
$4,167
|
$422,400
|
0
|
$2,130,069
|
James P. Laurito
|
$1,948,500
|
$30,000
|
$55,400
|
$4,584
|
0
|
$1,495,585
|
$3,534,069
|
John E. Gould
|
$980,000
|
$30,000
|
$6,100
|
0
|
$135,000
|
0
|
$1,151,100
|
W. Randolph Groft (7)
|
$804,365
|
$30,000
|
$31,600
|
$1,736
|
0
|
0
|
$867,701
|
(1) | Assumes termination of employment on December 31, 2012, at which time the short-term incentive for 2012 was earned in accordance with its terms. Therefore, cash severance does not include any prorated Average Annual Incentive for 2012. |
(2) | The present value of the continued healthcare benefits is calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 715, Compensation – Retirement Benefits. The values assume continued healthcare coverage for the individual and his spouse for the three-year continuation period (a two-year period for Mr. Groft). See Note 10 of the Consolidated Financial Statements on page 143 for an explanation of the assumptions made in valuing of the continued health care benefits. |
(3) | Represents the premiums for continued group life insurance in excess of $50,000 during the three-year continuation period (a two-year period for Mr. Groft). |
(4) | The value of the enhanced retirement benefit for each of Messrs. Lant and Capone equals the present value of the increase in the individual's SERP benefit as of December 31, 2012, calculated as if he had remained employed for an additional three-year period following termination. The present value was determined based on the assumptions used in the "2012 Pension Benefits" section on page 235. The value of Mr. Gould's enhanced retirement benefit equals the retirement credits that he would have received under the Directors and Executives Deferred Compensation Plan had he remained employed for the entire employment term. |
(5) | Section 280G of the Internal Revenue Code applies if there is a change in control of CH Energy Group, compensation is paid to a Named Executive Officer as a result of the change in control ("parachute payments"), and the present value of the parachute payments is 300% or more of the executive's "base amount," which equals his average W-2 income for the five-calendar-year period immediately preceding the change in control (e.g., 2007–2011 if the change in control occurs in 2012). If Section 280G applies, then the Named Executive Officer is subject to an excise tax equal to 20% of the amount of the parachute payments in excess of his base amount (the "excess parachute payments"), in addition to income and employment taxes. Moreover, CH Energy Group is denied a federal income tax deduction for the excess parachute payments. The amounts in the Section 280G Gross-Up column reflects a tax gross-up for the excise and related taxes, as required under the terms of the Change in Control Agreement for each of Messrs. Lant and Laurito described above, if a change in control had occurred on December 31, 2012. The amounts are merely estimates based on the following assumptions: (i) an excise tax rate of 20% and a combined federal, state, and local income and employment tax rate of 45.27%, (ii) discount rates of 0.29% and 1.14%, (iii) a closing price of CH Energy Group's Common Stock on December 31, 2012 of $65.22 per share, and (iv) no amounts were allocated to the non-solicitation or non-competition covenants contained in the employment agreements. Neither Messrs. Capone, Groft nor Gould is eligible to receive this tax gross-up. |
(6) | On February 10, 2010, the Board of Directors, acting in accordance with the recommendation of the Compensation Committee, determined that CH Energy Group will not enter into any new or materially amended agreements with executive officers that include excise tax gross-up provisions. |
(7) | Mr. Groft also would be entitled to these benefits in the event he incurred a qualified termination in connection with a sale of Griffith. |
Name
|
Fees Earned or Paid in Cash
($)(1)
|
Total
($)
|
Margarita K. Dilley
|
145,000
|
145,000
|
Steven M. Fetter
|
142,500
|
142,500
|
Stanley J. Grubel
|
145,000
|
145,000
|
Manuel J. Iraola
|
135,000
|
135,000
|
E. Michel Kruse
|
142,500
|
142,500
|
Jeffrey D. Tranen
|
138,750
|
138,750
|
Edward T. Tokar
|
135,000
|
135,000
|
Ernest R. Verebelyi
|
140,151
|
140,151
|
(1) | Reflects the cash annual retainer, as well as Lead Independent Director and committee chair fees, paid to the independent Directors for service on the Board. Independent Directors receive no other cash compensation for service on the Board. |
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
|
|
|
Weighted average exercise price of outstanding options, warrants and rights
(b)
|
|
Number of securities remaining available for future issuance under equity-based compensation plans (excluding securities reflected in column (a))
(c)
|
|
||
Equity compensation plans approved by security holders
|
|
-
|
|
|
$
|
-
|
|
388,546
|
(1)
|
|
Equity compensation plans not approved by security holders
|
1
|
-
|
1
|
|
|
-
|
|
-
|
|
|
|
Total
|
|
-
|
|
|
$
|
-
|
|
388,546
|
|
(1)
|
Pertains to the 2011 Plan only, and excludes 40,591 performance shares and 3,668 restricted shares (including reinvested dividends) granted under the 2011 Plan through December 31, 2012. Effective February 10, 2011, securities can no longer be issued under the 2006 Plan.
|
|
Name of Beneficial Owner
|
Amount and Nature of Beneficial Ownership of CH Energy Group's Common Stock (1)
|
Percentage of CH Energy Group's
Common Stock (2)
|
Margarita K. Dilley
|
0
|
Less than 1%
|
Steven M. Fetter
|
5,818
|
Less than 1%
|
Stanley J. Grubel
|
3,410
|
Less than 1%
|
Manuel J. Iraola
|
6,850
|
Less than 1%
|
E. Michel Kruse
|
1,100
|
Less than 1%
|
Steven V. Lant (3)
|
35,301
|
Less than 1%
|
Edward T. Tokar
|
5,000
|
Less than 1%
|
Jeffrey D. Tranen
|
0
|
Less than 1%
|
Ernest R. Verebelyi
|
0
|
Less than 1%
|
Christopher M. Capone
|
14,844
|
Less than 1%
|
John E. Gould
|
11,473
|
Less than 1%
|
W. Randolph Groft (3)
|
5,751
|
Less than 1%
|
James P. Laurito (3)
|
194
|
Less than 1%
|
Blackrock, Inc. (4)
|
1,212,459
|
8.11%
|
GAMCO Investors, Inc. (5)
|
1,330,618
|
8.90%
|
Manulife Financial Corporation (6)
|
978,441
|
6.54%
|
The Vanguard Group, Inc. (7)
|
886,792
|
5.93%
|
All Directors and Executive Officers as a Group (16 Persons)
|
93,086
|
Less than 1%
|
(1) | In the case of Directors and executive officers, this table is based on information furnished to CH Energy Group by such persons as of December 31, 2012. Unless otherwise noted, each individual or entity named in the table has sole voting and dispositive power. |
(2) | The percentage of ownership calculation for each beneficial owner, including each percentage calculation set forth in footnotes 4, 5, and 6 below, has been made on the basis of the amount of outstanding shares of Common Stock as of the record date. |
(3) | Messrs. Lant, Groft and Laurito have deferred compensation accounts under the Directors and Executives Deferred Compensation Plan that are credited with deferred stock units of Common Stock as of December 31, 2012. As of that date, Mr. Lant had 1,970 deferred stock units, Mr. Groft had 5,466 deferred stock units and Mr. Laurito had 163 deferred stock units. Such shares are not reflected on the "Beneficial Ownership" table. |
(4) | Based upon a Schedule 13G/A filed with the SEC on February 1, 2013, by Blackrock, Inc. In the Schedule 13G/A, Blackrock, Inc. reports beneficial ownership of Common Stock, as of December 31, 2012, in the amount of 1,212,459 shares (8.11%). The principal business address of Blackrock, Inc., as reported in the filing, is 40 East 52nd Street, New York, New York 10022. |
(5) | Based upon a Schedule 13G/A filed with the SEC on January 10, 2013, by GAMCO Investors, Inc., Gabelli Funds, LLC, GAMCO Asset Management Inc., GGCP, Inc., and Mario J. Gabelli. As reported in the Schedule 13G/A, as of December 31, 2012, CH Energy Group's Common Stock was beneficially owned as follows: Gabelli Funds, LLC – 724,600 shares (4.85%), GAMCO Asset Management Inc. – 605,518 shares (4.05%), and Mario J. Gabelli – 500 shares (less than 1%). GAMCO does not have the sole authority to vote 35,600 of the reported shares. The principal business address of GAMCO Investors, Inc., as reported in the filing, is One Corporate Center, Rye, New York 10580. |
(6) | Based upon a Schedule 13G/A filed with the SEC on February 13, 2013, by Manulife Financial Corporation on behalf of Manulife Financial Corporation, Manulife Asset Management (North America) Limited, and Manulife Asset Management (US) LLC. As reported on the Schedule 13G/A, as of December 31, 2012, Common Stock was beneficially owned as follows: Manulife Asset Management (North America) Limited – 4,257 shares (less than 1%); and Manulife Asset Management (US) LLC – 974,184 shares (6.52%). The principal business address for Manulife Financial Corporation, as reported in the filing, is 200 Bloor Street, East, Toronto, Ontario, Canada M4W1E5. |
(7) | Based upon a Schedule 13G/A filed with the SEC on February 12, 2013, by The Vanguard Group, Inc. on behalf of The Vanguard Group, Inc., and Vanguard Fiduciary Trust Company. As reported on the Schedule 13G/A, as of December 31, 2012, The Vanguard Group, Inc. reported beneficial ownership of 886,792 shares (5.93%), with sole voting power with respect to 28,933 shares (0.18%) (wholly-owned subsidiary Vanguard Fiduciary Trust Company held beneficial ownership of 23,733 shares (0.15%) as a result of serving as investment manager of collective trust accounts and wholly-owned subsidiary Vanguard Investments Australia, Ltd. held beneficial ownership of 5,200 shares (0.03%) as a result of serving as investment manager of Australia investment offerings) and sole dispositive power with respect to 863,059 shares (5.77%). The principal business address of The Vanguard Group, Inc., as reported in the filing, is 100 Vanguard Blvd., Malvern, PA 19355. |
Name
|
Number of
Deferred Stock Units (1)
|
Number of Shares
Beneficially Owned (2)
|
Total Ownership (3)
|
Steven V. Lant
|
1,970
|
35,301
|
37,271
|
Margarita K. Dilley
|
7,358
|
0
|
7,358
|
Steven M. Fetter
|
6,785
|
5,818
|
12,603
|
Stanley J. Grubel
|
7,476
|
3,410
|
10,886
|
Manuel J. Iraola
|
2,785
|
6,850
|
9,635
|
E. Michel Kruse
|
7,886
|
1,100
|
8,986
|
Edward T. Tokar
|
2,860
|
5,000
|
7,860
|
Jeffrey D. Tranen
|
7,620
|
0
|
7,620
|
Ernest R. Verebelyi
|
7,086
|
0
|
7,086
|
Total
|
51,826
|
57,479
|
109,305
|
(1) | The information in this column is as of December 31, 2012. |
(2) | The information in this column is as of December 31, 2012, and reflects the total number of shares beneficially owned by each of the Directors as set forth in the table under the "Beneficial Ownership" section on page 253. |
(3) | The total for each individual is less than 1% of the outstanding shares of Common Stock, and the total for the group of all independent Directors (8 persons) is 72,034, which is less than 1% of the outstanding shares of Common Stock; both percentages are calculated as of the record date. |
·
|
In no event will a Director be considered "independent" if:
|
(A) | within the preceding three years: |
(i) | the Director was employed by CH Energy Group; |
(ii) | any member of the Director's immediate family was employed by CH Energy Group as an executive officer; |
(iii) | the Director or any member of his or her immediate family received more than $120,000 during a twelve-month period within the last three years in direct compensation from CH Energy Group (other than Director's fees and pension or other forms of deferred compensation for prior service with CH Energy Group); or |
(iv) | an executive officer of CH Energy Group was on the Compensation Committee of the Board of Directors of an entity that employed either the Director or any member of his or her immediate family as an executive officer; or |
(B) | (i) the Director or any member of his or her immediate family is a current partner of a firm that is CH Energy Group's internal or external auditor; |
(ii) | the Director is a current employee of such a firm; |
(iii) | any member of the immediate family of the Director is a current employee of such a firm and participates in the firm's audit, assurance, or tax compliance (but not tax planning) practice; or |
(iv) | the Director or any member of his or her immediate family was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on CH Energy Group's audit within that time; or |
(C) | the Director is a current employee, or an immediate family member of the Director is a current executive officer, of an entity that has made payments to, or received payments from, CH Energy Group for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other entity's consolidated gross revenues. |
·
|
Transactions between CH Energy Group and another entity with which a Director or a member of a Director's immediate family is affiliated
|
(i) | if the transactions occurred more than three years prior to the determination of independence, or |
(ii) | if the transactions occur in the ordinary course of business and are consistent with other arm's length transactions in which CH Energy Group has engaged with third parties, unless |
(a) | the Director is a current employee, executive officer, director, or owner of 5% or more of the voting stock of the other entity, or a member of the Director's immediate family is a current employee, executive officer, director, or owner of 5% or more of the voting stock of the other entity, and |
(b) | such transactions represent, in any of the last three fiscal years, more than the greater of $1 million or 2% of the other entity's consolidated gross revenues; and |
·
|
Discretionary charitable contributions by CH Energy Group to non-profit entities with which a Director or a member of the Director's immediate family is affiliated, if such contributions
|
(i) | occurred more than three years prior to the determination of independence, or |
(ii) | are consistent with CH Energy Group's philanthropic practices, unless |
(a) | the Director or family member is a current executive officer, director, or trustee of the entity, and |
(b) | CH Energy Group's contributions represent, in any of the last three fiscal years, more than the greater of $1 million or 2% of such entity's consolidated gross revenues. |
|
CH Energy Group
|
Central Hudson
|
||||||||||||||
PricewaterhouseCoopers LLP
|
2012
|
2011
|
2012
|
2011
|
||||||||||||
Audit Fees
|
$
|
1,023,081
|
$
|
1,043,158
|
$
|
858,081
|
$
|
893,411
|
||||||||
Tax Fees:
|
||||||||||||||||
Includes review of consolidated federal and state income tax returns and tax research
|
30,100
|
29,300
|
24,400
|
23,400
|
||||||||||||
All Other Fees:
|
||||||||||||||||
Consulting services
|
60,000
|
60,600
|
60,000
|
60,600
|
||||||||||||
Total
|
$
|
1,113,181
|
$
|
1,133,058
|
$
|
942,481
|
$
|
977,411
|
(a) | Documents filed as part of this 10-K Annual Report |
|
|
CH ENERGY GROUP, INC.
|
|
|
|
|
|
|
|
By:
|
/s/ Steven V. Lant
|
|
|
Steven V. Lant
Chairman of the Board, President and Chief Executive Officer
|
|
|
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
|
|
|
|
|
|
|
|
By:
|
/s/ Steven V. Lant
|
|
|
Steven V. Lant
Chairman of the Board and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
(a) Principal Executive Officer:
|
|
|
||
|
|
|
|
|
/s/ Steven V. Lant
|
|
|
|
|
(Steven V. Lant)
|
|
Chairman of the Board, President and Chief Executive Officer of CH Energy Group, Inc.
and Chairman of the Board and Chief Executive Officer of Central Hudson Gas & Electric Corporation
|
|
February 25, 2013
|
|
|
|
|
|
(b) Principal Accounting Officer:
|
|
|
||
|
|
|
|
|
/s/ Kimberly J. Wright
|
|
|
|
|
(Kimberly J. Wright)
|
|
Vice President - Accounting and Controller of CH Energy Group, Inc.;
Controller of Central Hudson Gas & Electric Corporation
|
|
February 25, 2013
|
|
|
|
|
|
(c) Principal Financial Officer:
|
|
|
||
|
|
|
|
|
/s/ Christopher M. Capone
|
|
|
|
|
(Christopher M. Capone)
|
|
Executive Vice President and Chief Financial Officer of CH Energy Group, Inc. and Central Hudson Gas & Electric Corporation
|
|
February 25, 2013
|
By:
|
/s/ Steven V. Lant
|
|
|
|
(Steven V. Lant)
|
|
February 25, 2013
|
By:
|
/s/ Steven V. Lant
|
|
|
|
(Steven V. Lant)
|
|
February 25, 2013
|
Exhibit No.
|
|
|
|
|
|
(Regulation
|
|
|
|
|
|
S-K Item 601
|
|
|
|
|
|
Designation)
|
|
Exhibits
|
|||
|
|
|
|
|
|
2
|
|
Plan of acquisition, reorganization, arrangement, liquidation or succession:
|
|||
|
|
|
|
|
|
|
|
(i)
|
Agreement and Plan of Merger, dated as of February 21, 2012, by and among FortisUS, Inc., Cascade Acquisition Sub, Inc., Fortis Inc., and CH Energy Group. (Incorporated herein by reference to CH Energy Group's Quarterly Report on 10-Q for the fiscal quarter ended March 31, 2012; Exhibit 2(i)1)
|
||
|
|
|
|
|
|
3
|
|
Articles of Incorporation and Bylaws:
|
|||
|
|
|
|
|
|
|
|
(i)
|
Restated Certificate of Incorporation of CH Energy Group, Inc. under Section 807 of the Business Corporation Law, filed November 12, 1998. (Incorporated herein by reference to Central Hudson's Current Report on Form 8-K filed on November 18, 2009; Exhibit 3(i).1)
|
||
|
|
|
|
|
|
|
|
(ii)
|
By-laws of CH Energy Group, Inc. in effect on the date of this Report. (Incorporated herein by reference to CH Energy Group's Current Report on Form 8-K filed on November 18, 2009; Exhibit 3(ii).1)
|
||
|
|
|
|
|
|
|
|
(iii)
|
Composite Restated Certificate of Incorporation of Central Hudson Gas & Electric Corporation, as amended, through October 8, 1993 dated May 2, 2008. (Incorporated herein by reference to Central Hudson's Quarterly Report on 10-Q for the fiscal quarter ended March 31, 2008; Exhibit 3(iii)(1))
|
||
|
|
|
|
|
|
|
|
(iv)
|
By-laws of Central Hudson Gas & Electric Corporation in effect on the date of this Report. (Incorporated herein by reference to Central Hudson's Current Report on Form 8-K filed on January 5, 2010; Exhibit 3(ii).1)
|
4
|
|
Instruments defining the rights of security holders, including indentures (see also Exhibits (3)(i) and (ii) above):
|
|||
|
|
|
|
|
|
|
|
(ii)
|
1--
|
Indenture, dated as of April 1, 1992, between Central Hudson and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association) (as successor trustee to Morgan Guaranty Trust Company of New York), as Trustee related to unsecured Medium-Term Notes
|
|
|
|
|
|
|
|
|
|
|
2--
|
Second Supplemental Indenture, dated as of March 23, 2012 to the Indenture dated as of April 1, 1992 between Central Hudson and U.S. Bank Trust National Association (as successor trustee to Morgan Guaranty Trust Company of New York), as Trustee related to unsecured Medium-Term Notes. (Incorporated herein by reference to CH Energy Group's Current Report on Form 8-K, filed March 23, 2012; Exhibit 4.1)
|
|
|
|
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3--
|
Prospectus Supplement dated March 20, 2002 (to Prospectus dated March 14, 2002) relating to $100,000,000 principal amount of Medium-Term Notes, Series D, and the Prospectus dated March 14, 2002, relating to $100,000,000 principal amount of Central Hudson's debt securities attached thereto, as filed pursuant to Rule 424 (b) in connection with Registration Statement No. 33-83542, and, as applicable to a tranche of such Medium-Term Notes, each of the following:
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(a)
|
Pricing Supplement No. 4, dated February 24, 2004, as filed pursuant to Rule 424(b)
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4--
|
Prospectus Supplement dated October 28, 2004 (to Prospectus dated October 22, 2004) relating to $85,000,000 principal amount of Medium-Term Notes, Series E, and the Prospectus dated October 22, 2004, relating to $85,000,000 principal amount of Central Hudson's debt securities attached thereto, as filed pursuant to Rule 424(b) in connection with Registration Statement No. 333-116286, and, as applicable to a tranche of such Medium-Term Notes, each of the following:
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(a)
|
Pricing Supplement No. 1, dated October 29, 2004, as filed pursuant to Rule 424(b)
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(b)
|
Pricing Supplement No. 2, dated November 2, 2004, as filed pursuant to Rule 424(b)
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(c)
|
Pricing Supplement No. 3, dated November 30, 2005, as filed pursuant to Rule 424(b)
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(d)
|
Pricing Supplement No. 4, dated November 17, 2006, as filed pursuant to Rule 424(b)
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5--
|
Prospectus Supplement dated March 20, 2007 (to Prospectus dated December 1, 2006) relating to $140,000,000 principal amount of Medium-Term Notes, Series F, and the Prospectus dated December 1, 2006 relating to $140,000,000 principal amount of Central Hudson's debt securities attached thereto, as filed on March 20, 2007, pursuant to Rule 424(b) in connection with Registration Statement No. 333-138510, and, as applicable to a tranche of such Medium-Term Notes, each of the following:
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(a)
|
Pricing Supplement No. 1, dated March 20, 2007 filed on March 21, 2007, pursuant to Rule 424(b)
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(b)
|
Pricing Supplement No. 2, dated September 14, 2007 filed on September 14, 2007, pursuant to Rule 424(b).
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(c)
|
Pricing Supplement No. 3, dated November 18, 2008 filed on November 18, 2008, pursuant to Rule 424(b)
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(d)
|
Pricing Supplement No. 4, dated September 30, 2009 filed on October 1, 2009, pursuant to Rule 424(b)
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6--
|
Prospectus Supplement dated March 22, 2010 (to Prospectus dated March 16, 2010) relating to $250,000,000 principal amount of Medium-Term Notes, Series G, and the Prospectus dated March 16, 2010 relating to $250,000,000 principal amount of Central Hudson's debt securities attached thereto, as filed on March 22, 2010, pursuant to Rule 424(b) in connection with Registration Statement No. 333-163248, and, as applicable to a tranche of such Medium-Term Notes, each of the following:
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(a)
|
Pricing Supplement No. 1, dated December 2, 2010 filed on December 3, 2010, pursuant to Rule 424(b)
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(b)
|
Pricing Supplement No. 2, dated September 27, 2011 filed on September 28, 2011, pursuant to Rule 424(b)
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(c)
|
Pricing Supplement No. 3, Dated and filed on March 30, 2012, pursuant to Rule 424(b)
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(d)
|
Pricing Supplement No. 4, Dated and filed on November 20, 2012, pursuant to Rule 424(b)
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7--
|
Note Purchase Agreement, dated as of April 17, 2009, between CH Energy Group and the purchasers of its 6.58% Senior Notes, Series A, due April 17, 2014. (Incorporated herein by reference to CH Energy Group's Current Report on Form 8-K, filed April 20, 2009; Exhibit 10.1)
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8--
|
Guaranty Agreement by Central Hudson Enterprises Corporation dated as of April 17, 2009. (Incorporated herein by reference to CH Energy Group's Current Report on Form 8-K, filed April 20, 2009; Exhibit 10.2)
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9--
|
Supplemental Note Purchase Agreement, dated as of December 15, 2009, between CH Energy Group and the purchasers of its 6.8% Senior Notes, Series B, due December 11, 2025. (Incorporated herein by reference to CH Energy Group's Current Report on Form 8-K, filed December 16, 2009; Exhibit 10.2)
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10--
|
Note Purchase Agreement, dated as of August 6, 2010, between Central Hudson Gas & Electric Corporation and the purchasers of its 4.30% Senior Notes, Series A, due September 21, 2020 and its 5.64% Senior Notes, Series B, due September 21, 2040. (Incorporated herein by reference to CH Energy Group's Current Report on Form 8-K, filed August 9, 2010; Exhibit 10.1)
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11--
|
Central Hudson and another subsidiary of CH Energy Group have entered into certain other instruments with respect to long-term debt. No such instrument relates to securities authorized thereunder which exceed 10% of the total assets of CH Energy Group and its other subsidiaries or Central Hudson, as the case may be, each on a consolidated basis. CH Energy Group and Central Hudson agree to provide the Commission, upon request, copies of any instruments defining the rights of holders of long-term debt of Central Hudson and such other subsidiary
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10
|
|
Material contracts:
|
|||
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(i)
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1--
|
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). (Incorporated herein by reference to Central Hudson's Annual Report on Form 10-K/A for the fiscal year ended December 31, 1992; Exhibit (10)(i)37)
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2--
|
Amended and Restated Credit Agreement effective as of October 19, 2011 among Central Hudson, certain lenders described therein and JPMorgan Chase Bank, N.A., as arranger and administrative agent. (Incorporated herein by reference to Central Hudson's Current Report on Form 8-K filed on October 24, 2011; Exhibit 10.1)
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3--
|
Amended No. 1 dated as of September 25, 2012 to Credit Agreement dated as of October 19, 2011. (Incorporated herein by reference to CH Energy Group's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012; Exhibit 10.1)
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|
4--
|
Second Amended and Restated Credit Agreement effective as of October 19, 2012 among CH Energy Group, Inc., certain lenders described therein and KeyBank National Association, as arranger and administrative agent. (Incorporated herein by reference to CH Energy Group's Current Report on Form 8-K filed on October 24, 2012; Exhibit 10.1)
|
|
|
|
5--
|
Promissory Note of Central Hudson Gas & Electric Corporation, dated March 31, 2010, payable to the order of RBS Citizens Bank, N.A. (Incorporated herein by reference to CH Energy Group's Annual Report on Form 10-K for the year ended December 31, 2011; Exhibit (10)(i)5)
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6--
|
Promissory Note of Central Hudson Gas & Electric Corporation, dated June 25, 2012, payable to the order of JPMorgan Chase Bank, N.A. (Incorporated herein by reference to CH Energy Group's Annual Report on Form 10-K for the year ended December 31, 2012; Exhibit (10)(i)6)
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7--
|
Promissory Note of Central Hudson Gas & Electric Corporation, dated June 29, 2012, payable to the order of Bank of America, N.A. (Incorporated herein by reference to CH Energy Group's Annual Report on Form 10-K for the year ended December 31, 2012; Exhibit (10)(i)7)
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|
|
(iii)(1)
|
1--
|
Trust and Agency Agreement, dated December 15, 1999 and effective January 1, 2000, between the Corporation and First America Trust Company for the Corporation's Directors and Executives Deferred Compensation Plan. (Incorporated herein by reference to Energy Group's Annual Report on Form 10-K for the fiscal year ended December 31, 1999; Exhibit (10)(iii)26)
|
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|
|
2--
|
Amendment to CH Energy Group, Inc. Directors and Executives Deferred Compensation Plan Trust Agreement. (Incorporated herein by reference to Energy Group's Annual Report on Form 10-K for the fiscal year ended December 31, 2003; Exhibit (10)(iii)29)
|
|
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|
|
|
|
|
|
|
|
3--
|
Amendment to CH Energy Group, Inc. Directors and Executives Deferred Compensation Plan Trust Agreement. (Incorporated herein by reference to Energy Group's Annual Report on Form 10-K for the fiscal year ended December 31, 2011; Exhibit (10)(iii)3)
|
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|
||
(1) Exhibits in Part (iii) of this Section 10 are management contracts and compensatory plans and arrangements.
|
|
|
|
4--
|
Amended and Restated CH Energy Group, Inc. Directors and Executives Deferred Compensation Plan (Part One), Effective September 26, 2003. (Incorporated herein by reference to Energy Group's Form S-8 filed on October 30, 2003; Exhibit (10)(iii)26)
|
|
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|
|
|
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|
|
|
5--
|
Amendment to CH Energy Group, Inc. Directors and Executives Deferred Compensation Plan. (Incorporated herein by reference to Energy Group's Current Report on Form 8-K filed on June 1, 2006; Exhibit (10)(iii)44)
|
|
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|
|
|
|
|
|
|
|
6--
|
Amended and Restated CH Energy Group, Inc. Directors and Executives Deferred Compensation Plan (Part Two), effective as of January 1, 2008 (dated December 31, 2007). (Incorporated herein by reference to Energy Group's Annual Report on Form 10-K for the year ended December 31, 2007; Exhibit (10)(iii)31)
|
|
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|
|
|
|
|
|
|
|
7--
|
Amended and Restated CH Energy Group, Inc. Directors and Executives Deferred Compensation Plan, effective as of January 1, 2012 (dated January 6, 2012). (Incorporated herein by reference to Energy Group's Annual Report on Form 10-K for the year ended December 31, 2011; Exhibit (10)(iii)7)
|
|
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|
|
|
|
|
|
|
|
8--
|
Amendment and Restatement of Central Hudson Gas & Electric Corporation Retirement Benefit Restoration Plan (Part One) effective June 22, 2001. (Incorporated herein by reference to Energy Group's Annual Report on Form 10-K, for the fiscal year ended December 31, 2001; Exhibit (10)(iii)24)
|
|
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|
|
|
|
|
|
|
|
9--
|
Amendment to Central Hudson Gas & Electric Corporation Retirement Benefit Restoration Plan. (Incorporated herein by reference to Energy Group's Current Report on Form 8-K filed on December 21, 2005; Exhibit (10)(iii)42)
|
|
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|
|
|
|
|
|
|
|
10--
|
Amended and Restated Central Hudson Gas & Electric Corporation Retirement Benefit Restoration Plan (Part Two) effective as of January 1, 2008. (Incorporated herein by reference to Energy Group's Annual Report on Form 10-K for the year ended December 31, 2007; Exhibit (10)(iii)39)
|
|
|
|
11--
|
Amended and Restated CH Energy Group, Inc. Supplemental Executive Retirement Plan effective as of January 1, 2008. (Incorporated herein by reference to Energy Group's Annual Report on Form 10-K for the year ended December 31, 2007; Exhibit (10)(iii)37)
|
|
|
|
|
|
|
|
|
|
|
12--
|
Amendment to CH Energy Group, Inc. Supplemental Executive Retirement Plan. (Incorporated herein by reference to CH Energy Group's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2008; Exhibit (10)(iii)1)
|
|
|
|
|
|
|
|
|
|
|
13--
|
Second Amendment to CH Energy Group, Inc. Supplemental Executive Retirement Plan. (Incorporated herein by reference to CH Energy Group's Current Report on Form 8-K filed on November 16, 2012; Exhibit 10.1)
|
|
|
|
|
|
|
|
|
|
|
14--
|
CH Energy Group, Inc. Long-Term Equity Incentive Plan, effective as of April 25, 2006. (Incorporated herein by reference to Appendix A to Energy Group's proxy statement filed on March 10, 2006; Appendix A)
|
|
|
|
|
|
|
|
|
|
|
15--
|
Amendment to CH Energy Group, Inc. Long-Term Performance-Based Incentive Plan effective as of December 31, 2007. (Incorporated herein by reference to Energy Group's Annual Report on Form 10-K for the year ended December 31, 2007; Exhibit (10)(iii)35)
|
|
|
|
|
|
|
|
|
|
|
16--
|
Amendment to CH Energy Group, Inc. Long-Term Equity Incentive Plan effective as of April 26, 2011. (Incorporated herein by reference to CH Energy Group's Current Report on Form 8-K filed on April 28, 2011; Exhibit 10.1)
|
|
|
|
|
|
|
|
|
|
|
17--
|
Amendment to CH Energy Group, Inc. Long-Term Equity Incentive Plan effective as of December 31, 2007. (Incorporated herein by reference to Energy Group's Annual Report on Form 10-K for the year ended December 31, 2007; Exhibit (10)(iii)36)
|
|
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|
|
|
|
|
|
|
|
18--
|
CH Energy Group, Inc. Long-Term Equity Incentive Plan, effective as of January 1, 2011. (Incorporated herein by reference from Appendix A to the Proxy Statement of CH Energy Group, Inc,, filed with the SEC on March 17, 2011)
|
|
|
|
19--
|
Form of CH Energy Group, Inc. Performance Shares Agreement. (Incorporated herein by reference to CH Energy Group's Current Report on Form 8-K filed on January 26, 2009; Exhibit 10.1)
|
|
|
|
|
|
|
|
|
|
|
20--
|
Form of CH Energy Group, Inc. Performance Shares Agreement. (Incorporated herein by reference to CH Energy Group's Current Report on Form 8-K filed on February 8, 2010; Exhibit 10.1)
|
|
|
|
|
|
|
|
|
|
|
21--
|
Form of CH Energy Group, Inc. Performance Shares Agreement. (Incorporated herein by reference to CH Energy Group's Annual Report on Form 10-K for the year ended December 31, 2010; Exhibit (10)(iii)22)
|
|
|
|
|
|
|
|
|
|
|
22--
|
Form of CH Energy Group, Inc. Performance Shares Agreement. (Incorporated herein by reference to CH Energy Group's Current Report on Form 8-K filed on February 10, 2012; Exhibit 10.1)
|
|
|
|
|
|
|
|
|
|
|
23--
|
Form of CH Energy Group, Inc. Restricted Shares Agreement (for officers of Central Hudson Enterprises Corporation). (Incorporated herein by reference to CH Energy Group's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2008; Exhibit (10)(iii)4)
|
|
|
|
|
|
|
|
|
|
|
24--
|
Form of CH Energy Group, Inc. Restricted Shares Agreement. (Incorporated herein by reference to CH Energy Group's Current Report on Form 8-K filed on February 8, 2010; Exhibit 10.2)
|
|
|
|
|
|
|
|
|
|
|
25--
|
Form of CH Energy Group, Inc. Restricted Shares Agreement. (Incorporated herein by reference to CH Energy Group's Current Report on Form 8-K filed on February 10, 2012; Exhibit 10.2)
|
|
|
|
|
|
|
|
|
|
|
26--
|
Form of CH Energy Group, Inc. Restricted Stock Unit Agreement (Long-Term Equity Incentive Plan). (Incorporated herein by reference to CH Energy Group's Current Report on Form 8-K filed on November 17, 2009; Exhibit 10.1)
|
|
|
|
27--
|
Amended and Restated Employment Agreement between CH Energy Group, Inc. and the Chief Executive Officer effective as of January 1, 2008. (Incorporated herein by reference to Energy Group's Annual Report on Form 10-K for the year ended December 31, 2007; Exhibit (10)(iii)32)
|
|
|
|
|
|
|
|
|
|
|
28--
|
Amended and Restated Employment Agreement between CH Energy Group, Inc. and the three most senior executives (after Chief Executive Officer) effective as of January 1, 2008. (Incorporated herein by reference to Energy Group's Annual Report on Form 10-K for the year ended December 31, 2007; Exhibit (10)(iii)33)
|
|
|
|
|
|
|
|
|
|
|
29--
|
Amended and Restated Employment Agreement between CH Energy Group, Inc. and the other executive officers effective as of January 1, 2008. (Incorporated herein by reference to Energy Group's Annual Report on Form 10-K for the year ended December 31, 2007; Exhibit (10)(iii)34)
|
|
|
|
|
|
|
|
|
|
|
30--
|
Amended and Restated Employment Agreement between CH Energy Group, Inc. and Griffith Energy Services, Inc. executive officer effective as of January 1, 2008. (Incorporated herein by reference to CH Energy Group's Annual Report on Form 10-K for the year ended December 31, 2007; Exhibit (10)(iii)42)
|
|
|
|
|
|
|
|
|
|
|
31--
|
Employment Agreement between CH Energy Group, Inc. and James P. Laurito, dated as of November 16, 2009. (Incorporated herein by reference to CH Energy Group's Annual Report on Form 10-K for the year ended December 31, 2009; Exhibit (10)(iii)28)
|
|
|
|
|
|
|
|
|
|
|
32--
|
Form of Amendment to Employment Agreement with executive officers, effective December 31, 2008. (Incorporated herein by reference to CH Energy Group's Annual Report on Form 10-K for the year ended December 31, 2008; Exhibit (10)(iii)28)
|
|
|
|
|
|
|
|
|
|
|
33--
|
Employment Agreement, dated October 1, 2009, between CH Energy Group, Inc. and John E. Gould. (Incorporated herein by reference to CH Energy Group's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2009; Exhibit (10)(iii)1)
|
|
|
|
34--
|
Amended and Restated CH Energy Group, Inc. Short-Term Incentive Plan. (Incorporated herein by reference to CH Energy Group's Current Report on Form 8-K filed on May 27, 2009; Exhibit 10.1)
|
|
|
|
|
|
|
|
|
|
|
35--
|
Form of CH Energy Group, Inc. Indemnification Agreement (for officers of CH Energy Group, Inc.). (Incorporated herein by reference to CH Energy Group's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2009; Exhibit (10)(iii)1)
|
|
|
|
|
|
|
|
|
|
|
36--
|
Form of Central Hudson Gas & Electric Corporation Indemnification Agreement (for officers of Central Hudson Gas & Electric Corporation). (Incorporated herein by reference to CH Energy Group's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2009; Exhibit (10)(iii)2)
|
|
|
|
|
|
|
|
|
|
|
37--
|
Form of Central Hudson Enterprises Corporation Indemnification Agreement (for officers of Central Hudson Enterprises Corporation). (Incorporated herein by reference to CH Energy Group's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2009; Exhibit (10)(iii)3)
|
|
|
|
|
|
|
|
|
|
|
38--
|
Agreement, dated as of April 27, 2009, by and between CH Energy Group, Inc. and GAMCO Asset Management Inc. (Incorporated herein by reference to CH Energy Group's Current Report on Form 8-K, filed April 29, 2009; Exhibit 10.1)
|
|
|
|
|
|
|
|
|
CH Energy Group Statement showing the computation of the ratio of earnings to fixed charges
|
||||
|
|
|
|
|
|
|
Central Hudson Statement showing the computation of the ratio of earnings to fixed charges and ratio of earnings to fixed charges and preferred dividends
|
||||
|
|
|
|
|
|
|
Subsidiaries of CH Energy Group, Inc. as of December 31, 2012
|
||||
|
|
|
|
|
|
|
Consents of Independent Registered Public Accounting Firm for incorporation by reference of CH Energy Group Inc.'s Registration Statements on Form S-8
|
|
Powers of Attorney:
|
||||
|
|
|
|
|
|
|
|
(i)
|
1--
|
Powers of Attorney for each of the directors comprising a majority of the Board of Directors of CH Energy Group, Inc. authorizing execution and filing of this Annual Report on Form 10-K by Steven V. Lant
|
|
|
|
|
|
|
|
|
|
|
2--
|
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 Steven V. Lant
|
|
|
|
|
|
|
|
|
Rule 13a-14(a)/15d-14(a) Certification by Mr. Lant
|
||||
|
|
|
|
|
|
|
Rule 13a-14(a)/15d-14(a) Certification by Mr. Capone
|
||||
|
|
|
|
|
|
|
Rule 13a-14(a)/15d-14(a) Certification by Mr. Lant
|
||||
|
|
|
|
|
|
|
Rule 13a-14(a)/15d-14(a) Certification by Mr. Capone
|
||||
|
|
|
|
|
|
|
Section 1350 Certification by Mr. Lant
|
||||
|
|
|
|
|
|
|
Section 1350 Certification by Mr. Capone
|
||||
|
|
|
|
|
|
|
Section 1350 Certification by Mr. Lant
|
||||
|
|
|
|
|
|
|
Section 1350 Certification by Mr. Capone
|
||||
|
|
|
|
|
|
99
|
|
Additional Exhibits:
|
|||
|
|
|
|
|
|
|
|
(i)
|
1--
|
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. (Incorporated herein by reference to Central Hudson's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1995; Exhibit (99)(i)5)
|
|
|
|
2--
|
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. (Incorporated herein by reference to Central Hudson's Current Report on Form 8-K, dated January 7, 1998; Exhibit (99)2)
|
|
|
|
|
|
|
|
|
|
|
3--
|
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. (Incorporated herein by reference to Central Hudson's Current Report on Form 8-K, dated February 10, 1998; Exhibit (10)1)
|
|
|
|
|
|
|
|
|
|
|
4--
|
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 (ii) the Order, dated June 24, 1998, of the Federal Energy Regulatory Commission conditionally authorizing the establishment of an Independent System Operator by the member systems of the New York Power Pool and (iii) disclosing, effective August 1, 1998, Paul J. Ganci's appointment by Central Hudson's Board of Directors as President and Chief Executive Officer and John E. Mack III's formerly Chairman of the Board and Chief Executive Officer) continuation as Chairman of the Board. (Incorporated herein by reference to Central Hudson's Current Report on Form 8-K, dated July 24, 1998; Exhibit (10)1)
|
|
|
|
|
|
|
|
|
|
|
5--
|
Order of the Public Service Commission of the State of New York, issued and effective October 3, 2002, authorizing the implementation of the Economic Development Program. (Incorporated herein by reference to CH Energy Group's Annual Report on Form 10-K, for the fiscal year ended December 31, 2002; Exhibit (99)(i)10)
|
|
|
|
6--
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Order of the Public Service Commission of the State of New York, issued and effective October 25, 2002, authorizing the establishment of a deferred accounting plan for site identification and remediation costs relating to Central Hudson's seven former manufactured gas plants. (Incorporated herein by reference to CH Energy Group's Annual Report on Form 10-K, for the fiscal year ended December 31, 2002; Exhibit (99)(i)11)
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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101.LAB
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XBRL Taxonomy Extension Label Linkbase
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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