SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-33-S
ANNUAL REPORT CONCERNING FOREIGN UTILITY COMPANIES
Filed under Section 33(e) of the
Public Utility Holding Company Act of 1935, as amended
For the fiscal year ended December 31, 2001
Filed pursuant to the Public Utility Holding Company Act of 1935 by
DUKE ENERGY CORPORATION
526 South Church Street
Charlotte, NC 28201
Duke Energy Corporation ("Duke Energy"), a North Carolina corporation
and a public-utility company under the Public Utility Holding Company Act of
1935, as amended (the "Act"), hereby files this Annual Report pursuant to
Section 33(e) of the Act.
Item 1
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Identify each foreign utility company, state its location and business
address, and describe the facilities it utilizes for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas. Identify each system
company that holds an interest in the company and describe the interest held.
1. Planicie-Banderita & Alto Valle Facilities
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Location of Facility: Province of Neuquen, Argentina
Business Address: Hidroelectrica Cerros Colorados, S.A. ("HCC")
Av. Leandro N. Alem 855 26th Floor
Buenos Aires
Republic of Argentina
Planicie-Banderita Facility
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Description of Facility
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HCC holds and exclusive 30-year concession for the generation of
hydroelectric energy from the facility located at Planicie-Banderita, Ruta
Provincial 51, KM 421, in the Province of Neuquen in Argentina. The facility
consists of two engines for a combined capacity of 477 MW. Energy and capacity
are sold on a competitive spot market basis in accordance with dispatch
instructions from a central dispatch center and under term agreements.
Alto Valle Facility
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Description of Facility
-----------------------
HCC is the owner and operates a plant to generate thermal electricity
from the facility located at Lazaro Martin and Ruta 22 in the City of Neuquen,
in the Province of Neuquen in Argentina. The facility consists of three units
for a combined capacity of 96 MW. Energy and capacity are sold on a competitive
spot market basis in accordance with dispatch instructions from a central
dispatch center and under term agreements.
Associated Foreign Utility Companies and Description of Ownership Interests
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Duke Energy Generating S.A. ("Generating")
Duke Energy International Argentina Holdings ("DEI Argentina")
Duke Energy Management S.A. ("Management")
Duke Energy International Investments No. 2, Ltd.
("DEI Investments No. 2")
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Generating, a sociedad anonima organized under the laws of the Republic
of Argentina, owns 90.87% of the issued and outstanding shares of HCC, which is
a sociedad anonima organized under the laws of the Republic of Argentina. The
ownership of Generating is as follows: (i) 99.9% by DEI Argentina, a Cayman
Islands company; and ii) 0.1% by DEI Investments No. 2, a Bermuda company.
The issued and outstanding shares of Management are held (i) 99.9% by
Duke Energy International Latin America, Ltd. ("DEILA"), a Bermuda company; and
(ii) 0.1% by DEI Investments No. 2.
DEI Argentina and DEI Investments No. 2 are wholly owned direct
subsidiaries of DEILA, which is a wholly owned direct subsidiary of Duke Energy
Group, Inc., a Delaware corporation ("DEG"). DEG is a wholly owned subsidiary of
Duke Energy International, LLC, a Delaware limited liability company (DEI"). DEI
is a direct wholly owned subsidiary of Duke Energy Global Asset Development,
Inc., a Nevada corporation ("DEGAD"), a wholly owned subsidiary of Duke Energy
Services, Inc., a Delaware corporation ("DESI"). DESI is a wholly owned
subsidiary of PanEnergy Corp, a Delaware corporation ("PanEnergy"), which is a
wholly owned subsidiary of Duke Capital Corporation, a Delaware corporation
("Duke Capital"), which, in turn, is a wholly owned subsidiary of Duke Energy.
Generating, DEI Argentina, Management and DEI Investments No. 2 do
not own any electric facilities except through their direct and indirect
ownership of the securities of HCC.
2. Electroquil Facility
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Location of Facility: Guayaquil, Ecuador
Business Address: Electroquil S.A. ("Electroquil")
K.M. 16 via a la Costa
Guayaquil, Republica del Ecuador
Description of Facilities
-------------------------
The Electroquil facilities consist of four engines for a combined
capacity of 180 MW diesel-fired power generation facility located near
Guayaquil, Ecuador. Electroquil sells electricity to the Government of Ecuador
under one power purchase agreement, which expires in June 2002.
Associated Foreign Utility Companies and Description of Ownership Interests
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Duke Energy International del Ecuador Cia. Ltda. ("DEI-Ecuador")
Duke Energy Electroquil Partners ("DEEP")
DEI-Ecuador, a company organized under the laws of Ecuador, owns 68.62%
of the outstanding voting securities of Electroquil. DEI-Ecuador is a wholly
owned subsidiary of DEEP, a Delaware general partnership. A 1% interest in DEEP
is owned by DESI, with the
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remaining 99% interest in DEEP being owned by DEG. The respective ownership of
DESI and DEG are as previously described.
3. Egenor Facility
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Location of Facility: Northern Peru
Business Address: Duke Energy International EGENOR S.A. ("Egenor")
Avenida Pardo y Aliaga No. 699
San Isidro
Lima 27
Peru
Description of Facility
-----------------------
The facilities owned by Egenor are described below:
Hydro Facilities
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Egenor currently owns and operates 540MW (352MW hydro/188MW thermal) of
installed capacity serving the National Interconnected System (SICNAC) in Peru.
The 352MW run-of-river hydro capacity includes the 257MW Canon del Pato plant
and the 95MW Carhuaquero plant. Both units are run-of-river hydro plants that
sell energy to the grid on a competitive spot market and to customers under term
agreements.
Thermal Facilities
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The 188MW of thermal capacity consists of 5 simple-cycle diesel-fired
gas turbines and twenty-four diesel engines located at 6 separate plant sites
along the coastline in northern Peru. Energy is sold to the grid on a
competitive spot market based on dispatch instructions received from a central
dispatch center.
Transmission Facilities
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Egenor owns approximately 266 kilometers of 138kV and 83 kilometers of
220kV of transmission facilities, interconnecting certain power generation
assets among themselves or to the grid.
Associated Foreign Utility Companies and Description of Ownership Interests
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Duke Energy International Peru Investments No. 1 S.A.C. ("Peru Investments")
Duke Energy International Peru Inversiones No. 1 S.A. ("Peru Inversiones")
Duke Energy International Peru Holdings No. 1, LLC ("Peru Holdings No. 1")
Duke Energy International Peru Holdings No. 2, LLC ("Peru Holdings No. 2")
Peru Inversiones, a Peruvian sociedad anonima, owns sixty-six and
forty-eight percent (66.48%) of the voting equity securities of Egenor. The
voting securities of Peru Inversiones are
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owned as follows: (i) 51% by Peru Investments, a Peruvian company; and (ii)
49% by Peru Holdings No. 2, a Delaware limited liability company.
Peru Holdings No. 2 owns thirty-three and twenty-four percent (33.24%)
of the voting equity securities of Egenor.
The outstanding voting securities of Peru Investments are held as
follows: (i) 1 share by Peru Holdings No. 1, a Delaware limited liability
company, and (ii) the remaining approximately 99.99% by Peru Holdings No. 2.
Peru Holdings No. 2 is a wholly owned subsidiary of Peru Holdings
No. 1. Peru Holdings No. 1 is a wholly owned subsidiary of DEG, which is
owned as previously described.
Peru Investments, Peru Inversiones, Peru Holdings No. 2, and Peru
Holdings No. 1, do not own any electric facilities except through their direct
and indirect ownership of the securities of Egenor.
4. Acajutla and Soyapango Facilities
---------------------------------
Location of Facility: El Salvador
Business Address: Duke Energy International El Salvador S en C
de C.V. ("DEI-El Salvador")
Calle y Colonia La Mascota, No. 261
San Salvador
El Salvador
Description of Facilities
-------------------------
The facilities owned by each of the foreign utility companies listed in
this section are described below:
Acajutla/Soyapango/San Miguel
-----------------------------
DEI-El Salvador owns the Acajutla facility, comprised of a single plant
with ten generating units. The plant is located in the southwestern region of El
Salvador, approximately 81 kilometers from San Salvador. The plant has an
installed capacity of 280.4 MW. One of the ten generating units is a
diesel-fired gas turbine, while the other nine are steam units that use bunker C
fuel oil. The steam units are used either for base or medium load, whereas the
diesel-fired turbine is used mainly during peak hours and dry periods. Power
from Acajutla is sold through a combination of contract and spot market sales,
depending upon prevailing market conditions.
DEI-El Salvador also owns the two generating plants, Soyapango and San
Miguel, which have a combined installed capacity of 84.4 MW and an effective
capacity of 75 MW. Soyapango is located within the city limits of San Salvador
and has an installed capacity of 55.7 MW divided between three units, all of
which are diesel-fired gas turbines. San Miguel is located in the eastern region
of the country, 136 kilometers from San Salvador and has an installed capacity
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of 28.7 MW. San Miguel operates one diesel fired gas turbine and five diesel
engines, all of which are used for power generation during peak hours or
emergency situations. The power generated at Soyapango and San Miguel is sold
through a combination of contract and spot market sales, depending on market
conditions.
Associated Foreign Utility Companies and Description of Ownership Interests
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Duke Energy International El Salvador Investments No. 1 Ltd.
("DEI El Salvador-Bermuda")
Duke Energy International El Salvador Investments No. 1 y Cia. S.
en C. de C.V. ("DEI El Salvador Investments")
DEI El Salvador Investments owns 90.34% of the voting equity securities
of DEI-El Salvador. 99% of the outstanding voting securities of DEI El Salvador
Investments are owned by DEI El Salvador-Bermuda, which is a wholly-owned
subsidiary of Texas Eastern (Bermuda), Ltd. ("TE Bermuda"). TE Bermuda is a
wholly-owned subsidiary of DEG. The ownership of DEG is as described above.
DEI El Salvador-Bermuda and DEI El Salvador Investments do not own any
electric facilities except through their direct and indirect ownership of the
securities of DEI-El Salvador.
PJP Facility 1
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5. Western Australia
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Location of Facility: Western Australia
Business Address: Duke Energy WA Holdings Pty Ltd
("Duke WA Holdings")
Duke Energy WA Power Pty Ltd
("Duke WA Power")
Pilbara Energy Joint Venture ("Pilbara JV")
Level 33, Waterfront Place
1 Eagle Street
Brisbane, Qld 4000 Australia
Description of Facilities
-------------------------
Duke WA Holdings and Duke WA Power, acting through Pilbara JV own the
following power facilities located in Western Australia:
-------------------------
1 On March 11, 2002, Duke Energy filed a Form U-57/A by which it notified the
Commission that it no longer claims FUCO status for PJP. On March 8, 2002, the
Commission issued an order in which, among other things, it granted Duke
Energy's application for an exemption under Section 3(b) of the 1935 Act for
PJP. Duke Energy Corporation, HCAR35-27496.
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Mt. Neuman Power Station
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Mr. Newman power station, which has a nominal installed capacity of
105MW consisting of three 35MW Frame 6 gas turbines with an adjacent switchyard.
The power station was completed in 1995 and commenced operation in 1996.
Port Hedland Power Station
--------------------------
Port Hedland power station, consisting of a stand-alone three unit
power generation facility and two turbines located at the Port Hedland HBI
plant. The stand-alone facility has a nominal installed capacity of 105MW
comprising three 35MW Frame 6 gas turbines with an adjacent switchyard and
transmission lines connecting the facility to two substations owned by Western
Power Corporation. The gas turbines entered into commercial service in 1995 and
supply electricity to port operations at Nelson Point and Finucane Island, the
HBI plant and the Mt. Goldsworthy Mining Associates Joint Venture mine
operations.
The HBI power facilities are located within the HBI plant at Port
Hedland and include two 35MW nominal capacity turbines which will provide
electricity and heat for the HBI process. These facilities were placed in
service in 1999.
Duke WA Holdings and Duke WA Power, acting through Pilbara JV, have
jointly entered into separate Power Purchase Agreements with BHP Iron Ore Pty
Ltd and BHP Direct Reduced Iron Pty Ltd for the supply of power from the Newman
and Port Hedland power stations, and they have also entered into Gas Supply
Agreement with Pilbara Gas Pty Ltd for both the Mt. Newman and Port Hedland
power stations.
Associated Foreign Utility Companies and Description of Ownership Interests
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Duke Energy Australia, Ltd. ("Duke Australia")
Duke WA Power, an Australian company, owns 99% of the Pilbara JV, an
Australian entity, and the assets and facilities described above. Duke WA
Holdings, an Australian company, owns the remaining 1% of the Pilbara JV and the
assets and facilities described above.
Duke WA Power is a direct, wholly owned subsidiary of Duke WA Holdings.
Duke WA Holdings is a direct wholly owned subsidiary of Duke Australia, a
Bermuda company. Duke Australia is a direct wholly owned subsidiary of DEG.
Ownership of DEG is as previously described.
Duke Energy Australia, Ltd. does not own any electric facilities
except through its direct and indirect ownership of Duke WA Power, Duke
WA Holdings and Pilbara JV.
6. Goldfields Gas Pipeline
-----------------------
Location of Facility: Gas Pipeline, Western Australia
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Business Address: Goldfields Gas Transmission Pipeline Joint Venture
Level 33, Waterfront Place
1 Eagle Street
Brisbane, Qld 4000 Australia
Description of Facility
-----------------------
Duke WA Power holds an 11.834% interest in the Goldfields Gas
Transmission Joint Venture ("Goldfields Gas Pipeline"). This joint venture was
formed to build and own the 1,400 km Goldfields Gas Pipeline which extends from
the Northwest Shelf of Western Australia to Kalgoorlie in Western Australia. The
pipeline was constructed in 1996. The purpose of the pipeline is for
distribution of natural gas on the retail market in Western Australia.
Associated Foreign Utility Companies and Description of Ownership Interests
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Duke Energy Australia, Ltd. ("Duke Australia")
Duke Energy WA Holdings Pty, Ltd. ("Duke WA Holdings")
Duke Energy WA Power Pty, Ltd. ("Duke WA Power")
As noted above, Duke WA Power holds an 11.843% interest in the
Goldfields Gas Transmission Pipeline Joint Venture. Duke WA Power, an Australian
company, is a direct, wholly owned subsidiary of Duke WA Holdings, an Australian
company. Duke WA Holdings is a direct wholly owned subsidiary of Duke Australia.
The ownership of Duke Australia is as previously described.
Duke Energy Australia, Ltd., Duke WA Holdings and Duke WA Power do not
own any electric or retail natural gas facilities except through their direct
and indirect ownership of an interest in Goldfields Gas Transmission Pipeline
Joint Venture.
7. Bairnsdale Facility
-------------------
Location of Facility: Bairnsdale, Victoria, Australia
Business Address: Level 33, Waterfront Place
1 Eagle Street
Brisbane, Qld 4000 Australia
Description of Facilities
-------------------------
Duke Energy Bairnsdale Power Pty Ltd owns the following power facility
in Victoria, Australia:
Bairnsdale Power Station
------------------------
Bairnsdale Power Station is a natural gas fired simple cycle plant
which has a capacity of 86 MW and provides peaking capacity to the Victorian
power system. The 86 MW became fully operational in 2001.
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Associated Foreign Utility Companies and Description of Ownership Interests
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Duke Energy Australia, Ltd ("Duke Australia")
Duke Energy Bairnsdale Power Pty Ltd.("Bairnsdale Power") is a direct
wholly owned subsidiary of Duke Energy Bairnsdale Holdings Pty. ("Bairnsdale
Holdings"). Bairnsdale Holdings is a wholly owned subsidiary of Duke Australia,
a Bermuda company. Ownership of Duke Australia is as previously described.
Duke Energy Australia does not own any electric facilities except
through its direct and indirect ownership of Duke Energy Bairnsdale Power and
Duke Energy Bairnsdale Holdings.
8. New Zealand Foreign Utility Company Facilities Assets
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Location of Facility: New Zealand
Business Address: Duke Energy New Zealand Limited
("Duke New Zealand")
5400 Westheimer Court
Houston, TX 77056
Description of Facilities
-------------------------
Duke New Zealand operates the following facilities located at Glenbrook
(outside of Auckland), New Zealand:
(i) Kilns co-generation plant which consists of four
fired waste heat boilers and a 74MW condensing steam
turbine generator, which was commissioned in 1997;
(ii) Multi-Hearth Furnace (MHF) co-generation plant
consisting of four waste heat boilers and two 18 MW
condensing turbine generators commissioned in 1987;
this facility supplies electricity and process
steam; and,
(ii) Slab Reheat Furnace Waste Heat Boiler. Steam
produced by this boiler is transferred to a nearby
process steam main.
Duke New Zealand has entered into separate Power Purchase Agreements
with BHP New Zealand Steel Ltd. for the supply of steam and electricity from
each of these facilities.
Associated Foreign Utility Companies and Description of Ownership Interests
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Duke New Zealand is a wholly owned subsidiary of TE Bermuda, which is
owned as previously described.
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9. Paranapanema
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Location of Facility: Brazil
Business Address: Duke Energy International Geracao Paranapanema
S.A.("Paranapanema")
Av. Das Nacoes Unidas, 12.901, Torre Norte
Brooklin, Sao Paulo, Sao Paulo
Brazil
Description of Facilities
-------------------------
Paranapanema owns and operates eight hydroelectric generating
facilities on the Paranapanema River in the Sao Paulo State of Brazil. The
facilities have a combined installed capacity of 2,307 MW.
Over 90% of the generation provided by the facilities will remain under
contract to eight electric distribution companies through the year 2002. After
2002, the contracts will be phased out over a four-year period, and the
generation will become available for the spot market or bilateral contracts. The
tariffs under the original contracts are established by an independent
regulatory agency (ANEEL) and are indexed for inflation.
Associated Foreign Utility Companies and Description of Ownership Interests
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Duke Energy International Brasil Ltda. ("Duke Brasil")
Duke Energy do Sudeste Ltda ("Duke Sudeste")
Duke Energy International Brazil Holdings, LLC ("DBH")
Duke Brasil, a Brazilian entity, owns 21.78% of the voting stock of
Paranapanema, a sociedad anonima, organized under the laws of Brazil, along with
92.83% of Paranapanema's preferred stock. The issued and outstanding quotas of
Duke Brasil are owned as follows: (i) 1 quota by DBH; and (ii) the remaining
approximately 99.99% of the quotas by Duke Energy International Latin America,
Ltd. ("DEILA").
Duke Sudeste, a Brazilian company, owns 71.27% of the voting securities
of Paranapanema, along with 3.6% of Paranapanema's preferred stock. The issued
and outstanding quotas of Duke Sudeste were owned as follows: (i) 1 quota by
DEILA, and (ii) the remaining approximately 99.99% of the quotas by Duke Brasil.
Duke Brasil and Duke Sudeste each own no electric facilities except
through its ownership of the securities of Paranapanema.
Item 2
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Identify any debt or other financial obligation of the foreign utility
company for which there is recourse directly or indirectly to the reporting
public-utility company or, if the reporting company is an exempt holding
company, to any system company. Identify
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separately any direct or indirect guarantee of a security of a foreign utility
company by any system company.
There is no recourse to the reporting public-utility company for any
debt or other financial obligation of any foreign utility company described
herein. As of December 31, 2001, the reporting company was not an exempt holding
company.
Duke Capital guarantees a A$750 million Duke Energy Australia capital
markets (Commercial Paper/Medium-Term Note) program. CP outstandings are
currently approx. A$415 million, and the issuer has outstanding a A$250 million
series of medium-term notes with a maturity date of September 2004.
Item 3
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Identify any service, sales or construction contract(s) between a
foreign utility company and the reporting public-utility company or, if the
reporting company is an exempt holding company, any system company. Describe the
services to be rendered or goods sold, and the fees or revenues under such
contract(s).
None.
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SIGNATURE
The undersigned company has duly caused this annual report to be signed
on its behalf by the undersigned thereunto duly authorized pursuant to the
requirements of the Public Utility Holding Company Act of 1935. The signature of
the undersigned company shall be deemed to relate only to matters having
reference to such company or its subsidiaries.
DUKE ENERGY CORPORATION
By: /S/ STEPHEN G. DE MAY
-------------------------------
Stephen G. De May
Vice President, Business Unit Finance
Date: April 30, 2002
Name, title and address of officer to whom notices and correspondence concerning
this statement should be addressed:
Robert T. Lucas III
Assistant Secretary and Associate General Counsel
Duke Energy Corporation PB05E
422 South Church Street
Charlotte, North Carolina 28202-1904
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EXHIBIT A
An organizational chart showing the relationship of each foreign
utility company to the reporting public-utility company or, in the event that
the reporting company is an exempt holding company, to system public-utility
companies.
Exhibit A-1 La Planicie - Banderita/Alto Valle
Exhibit A-2 Electroquil
Exhibit A-3 Egenor
Exhibit A-4 Acajutla, Soyapango and San Miguel
Exhibit A-5 Western Australia
Exhibit A-6 Goldfields Gas Pipeline
Exhibit A-7 Bairnsdale
Exhibit A-8 New Zealand
Exhibit A-9 Paranapanema
Please see descriptions of each of the foreign utility companies in
this report for full names of certain entities appearing on the organizational
charts in this Exhibit A. The descriptions and organizational charts herein
depict the relationship between each foreign utility company and Duke Energy
Corporation.
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