UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM 11-K
(Mark one)
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-14766
Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Central Maine Power Company
Employee Savings and Investment Plan for Non-Union Employees
83 Edison Drive
Augusta, Maine 04336
Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
Energy East Corporation
52 Farm View Drive
New Gloucester, Maine 04260-5116
REQUIRED INFORMATION
The Central Maine Power Company Employee Savings and Investment Plan for Non-Union Employees (Plan) is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, the financial statements of the Plan for the two fiscal years ended December 31, 2004 and 2003 and supplemental schedules, which have been prepared in accordance with the financial reporting requirements of ERISA, are attached hereto as Appendix 1 and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Committee to administer the Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
Central Maine Power Company Employee Savings
and Investment Plan for Non-Union Employees
Date: June 29, 2005 | By /s/Richard R. Benson
Richard R. Benson
Committee Member
|
Date: June 29, 2005 | By /s/R. Scott Mahoney
R. Scott Mahoney
Committee Member
|
Date: June 29, 2005 | By /s/Robert D. Kump
Robert D. Kump
Committee Member |
APPENDIX 1
CENTRAL MAINE POWER COMPANY
EMPLOYEE SAVINGS AND INVESTMENT PLAN FOR NON-UNION EMPLOYEES
FINANCIAL STATEMENTS AS OF AND
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 2004
AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Central Maine Power Company
Employee Savings and Investment Plan For Non-Union Employees
Index to Financial Statements and Supplemental Schedules
Report of Independent Registered Public Accounting Firm - Baker Newman & Noyes, LLC | 1 |
| | |
Report of Independent Registered Public Accounting Firm - PricewaterhouseCoopers, LLP | 2 |
| | |
Financial Statements:
Statements of Net Assets Available for Benefits -
December 31, 2004 and 2003 |
3
|
| | |
Statements of Changes in Net Assets Available for Benefits -
Years ended December 31, 2004 and 2003 |
4
|
| | |
Notes to Financial Statements | 5 |
| | |
Supplemental Schedules* | |
| | |
Schedule H, line 4i - Schedule of Assets (Held at End of Year) | 10 |
| | |
Schedule H, line 4j - Schedule of Reportable Transactions | 11 |
| | |
Schedule G, Part I: Schedule of Loans or Fixed Income Obligations in Default or Classified as Uncollectible | 12 |
| | |
Consent of Independent Registered Public Accounting Firm - Baker Newman & Noyes, LLC | Exhibit 23.1 |
| | |
Consent of Independent Registered Public Accounting Firm - PricewaterhouseCoopers, LLP | Exhibit 23.2 |
*Other supplemental schedules required by Section 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Administrative Committee of the
Central Maine Power Company
Employee Savings and Investment Plan for Non-Union Employees
We have audited the accompanying statement of net assets available for benefits of the Central Maine Power Company Employee Savings and Investment Plan for Non-Union Employees (the Plan) as of December 31, 2004, and the related statement of changes in net assets available for benefits for the year ended December 31, 2004. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Central Maine Power Company Employee Savings and Investment Plan for Non-Union Employees as of December 31, 2004, and the changes in its net assets available for benefits for the year ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.
Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of loans or fixed income obligations in default or classified as uncollectible, assets (held at end of year) and reportable transactions as of or for the year ended December 31, 2004, are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the United States Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.
The schedule of reportable transactions that accompanies the Plan's financial statements does not disclose the historical cost and net gain or loss on certain transactions. Disclosure of this information is required by the United States Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.
| | /s/ Baker Newman & Noyes
Limited Liability Company |
Portland, Maine
June 28, 2005 | |
Report of Independent Registered Public Accounting Firm
To the Participants and Administrative Committee of the
Central Maine Power Company Employee Savings and Investment Plan
for Non-Union Employees
In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Central Maine Power Company Employee Savings and Investment Plan for Non-Union Employees (the "Plan") at December 31, 2003, and the changes in net assets available for benefits for the year then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
New York, New York
June 24, 2004
Central Maine Power Company
Employee Savings and Investment Plan for Non-Union Employees
Statements of Net Assets Available for Benefits
December 31, 2004 and 2003
| | 2004 | 2003 |
| | |
Assets: | | |
Investments, at fair value: | | |
Registered Investment Companies | $ 63,029,963 | $ 58,397,665 |
Common/Collective Trust | 9,077,097 | 12,157,493 |
Energy East Corporation Stock Fund | 7,940,431 | 6,662,342 |
Participant loans | 1,093,812 | 1,210,878 |
| | |
| | 81,141,303 | 78,428,378 |
| | |
Receivables: | | |
Due from broker for securities sold | - | 7,825 |
Contributions Receivable | 11,402 | - |
| | |
| | 11,402 | 7,825 |
| | |
Net assets available for benefits | $ 81,152,705 | $ 78,436,203 |
| | |
| | |
See notes to financial statements.
Central Maine Power Company
Employee Savings and Investment Plan for Non-Union Employees
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2004 and 2003
| | 2004 | 2003 |
| | |
Additions: | | |
Investment income | | |
Net appreciation in fair value of investments | $ 7,477,452 | $ 11,716,605 |
Interest and dividends | 1,307,762 | 921,606 |
| | |
| | 8,785,214 | 12,638,211 |
| | |
Contributions:
| | |
Participant | 2,813,762 | 3,366,930 |
Employer | 1,001,192 | 1,209,074 |
Transfers from other qualified plans | 555,435 | 254,893 |
Contributions Receivable - Employers | 2,574 | - |
Contributions Receivable - Employees | 8,828 | - |
| | |
| | 4,381,791 | 4,830,897 |
| | |
Total additions
|
13,167,005
|
17,469,108
|
| | |
Deductions:
| | |
Benefits paid to participants | 8,612,820 | 6,658,549 |
Transfers to other qualified plans | 1,837,683 | 108,039 |
Administrative expenses | - | 3,562 |
| | |
Total deductions
|
10,450,503
|
6,770,150
|
| | |
Net increase
|
2,716,502
|
10,698,958
|
Net assets available for benefits:
Beginning of year
|
78,436,203
|
67,737,245
|
| | |
End of year
|
$ 81,152,705
|
$ 78,436,203
|
| | |
See notes to financial statements.
Central Maine Power Company
Employee Savings and Investment Plan for Non-Union Employees
Notes to Financial Statements
December 31, 2004 and 2003
1. DESCRIPTION OF THE PLAN
The following description of the Central Maine Power Company (Company) Employee Savings and Investment Plan for Non-Union Employees (Plan) is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan's provisions.
General
The Plan was established by the Company on February 19, 1981, and became effective May 1, 1981, under the provisions of Section 401(a) of the Internal Revenue Code (Code), and it includes a qualified cash or deferred arrangement as described in Section 401(k) of the Code for the benefit of eligible employees of the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974. The Plan Administrator is the Company and an Administrative Committee has been appointed to serve as manager of the Plan.
The Plan is a defined contribution plan covering non-union employees of the Company, as well as the non-union employees of the Energy East Corporation's (Energy East) family of companies that elect to participate under the Plan provisions. Energy East, the parent corporation of the Company, through its subsidiaries, delivers electricity and natural gas to retail customers and provides electricity, natural gas, energy management and other services to retail and wholesale customers in the Northeast.
Eligibility
Each full-time, part-time and temporary non-union employee of the Company, or an affiliated employer who is not in a unit of employees covered by a collective bargaining agreement, is immediately eligible to participate in the Plan.
Contributions
Each participant elects a salary reduction percentage to be contributed to the Plan. Participants may elect to make contributions in amounts equal to 2% to 50% (in multiples of 1%) of their base compensation to the Plan through salary reduction agreements. As of January 1, 2002, participants age 50 or over by the end of the Plan year can make an additional contribution to the Plan in accordance with and subject to the limitations of Section 414(v) of the Code. The maximum additional contribution in 2003 was $2,000 and increases by $1,000 a year until the additional contribution reaches a maximum of $5,000 in 2006.
As of April 1, 2002, the Plan accepts rollovers from other qualified plans, as well as 403(b) and government 457 plans, traditional Individual Retirement Accounts (IRAs), conduit IRAs (but not Roth IRAs), after-tax distributions from employer retirement plans and spousal death benefit payments.
Central Maine Power Company
Employee Savings and Investment Plan for Non-Union Employees
Notes to Financial Statements
December 31, 2004 and 2003
1. DESCRIPTION OF THE PLAN (Continued)
Contributions (Continued)
The Company contributes to the Plan an amount equal to 60% of the first 5% of the salary reduction plus 50% of the next 2% for a possible total match of 4% on a 7% salary reduction. However, the total contribution that the Company is obligated to make for any year does not exceed the maximum amount deductible from the Company's gross income under applicable provisions of the Code. The Company's matching contribution is made simultaneously with the payroll cycle. As of January 1, 2002, the Energy East Corporation Stock Fund was converted to an Employee Stock Ownership Plan (ESOP). Dividends from the ESOP may be reinvested or taken in cash.
Effective January 1, 2004, the Company's match for Union Water Power employees who participate in the Plan with at least one but less than 5 years of service is as follows: 75% up to 6% of pay, for employees for 5 or more years of service: 100% up to 6% of pay.
Benefit Payments
On termination of service a participant may elect either a lump sum amount equal to the value of the interest in the participant's account, or installments over a period permissible under the Code. Distributions made from the funds occur as a result of termination of employment, death, retirement or permanent disability no later than 60 days after the end of the Plan year, unless under certain circumstances participants elect otherwise.
A participant may elect to make a regular withdrawal of up to 100% of the value of the participant's contributions under certain conditions and earnings thereon (but not less than $1,000 unless the value of such participant's contributions and earnings thereon total less than $1,000, in which case such total may be withdrawn), after approval by the Savings and Investment Plan for Non-Union Employees Committee. Only one regular withdrawal may be made in any year.
Other withdrawals may be made only for reasons of hardship. With the consent of the Company's Savings and Investment Plan for Non-Union Employees Committee, a participant may elect to make a hardship withdrawal, as determined in accordance with the Plan provisions, of up to 100% of the participant's account.
Vesting
Participants are 100% vested in their account balances. Each participant's account consists of the participant's contributions and any rollover money, the matching Company contribution and any net earnings thereon.
Central Maine Power Company
Employee Savings and Investment Plan for Non-Union Employees
Notes to Financial Statements
December 31, 2004 and 2003
1. DESCRIPTION OF THE PLAN (Continued)
Participant Loans
A Plan participant may borrow a minimum of $500 and up to a maximum of one-half of the participant's vested account balances or $50,000, less the highest outstanding loan balance in the prior twelve months, whichever is less. Loan interest rates are set by the Committee in accordance with prevailing rates charged by local banks. Interest rates on loans outstanding at year end range from 7.25% to 10.06% for 2004 and 2003. The maximum term of the loans is generally five years, or longer for mortgages, with borrowed funds being repaid through payroll deductions.
If a participant's employment terminates for any reason, the loan will become immediately due and payable and must be paid within 90 days from the date of termination.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements are prepared on an accrual basis and in conformity with accounting principles generally accepted in the United States of America, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Shares of registered investment companies are valued at the net asset value of shares held by the Plan at year end. Units of common/collective trust funds are valued at the net asset value of units held by the Plan at year end. The Energy East Corporation Stock Fund, comprised solely of Energy East common stock, is valued at its quoted market price at year end. Participant loans are valued at cost, which approximates fair value.
Purchases and sales of investments are recorded on a trade-date basis. Interest income is accrued when earned. Dividend income is recorded on the ex-dividend date.
Payment of Benefits
Benefits recorded when paid.
Plan Termination
Although the Company has not expressed any intent to terminate the Plan, it has the right to discontinue contributions at any time and to terminate the Plan. In the event of termination of the Plan, the net assets of the Plan are set aside, first for payment of all Plan expenses, and second, for distribution to participants based upon the balances in their individual accounts.
Central Maine Power Company
Employee Savings and Investment Plan for Non-Union Employees
Notes to Financial Statements
December 31, 2004 and 2003
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
Risk and Uncertainties
The Plan provides for various investment options in any combination of stocks, fixed income securities, mutual funds, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risk. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in risk in the near term could materially affect participants' account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statements of Changes in Net Assets Available for Benefits.
3. INVESTMENTS
The following presents investments that represent 5% or more of the Plan's net assets at December 31, 2004 and 2003:
| | 2004 | 2003 |
| | |
Fidelity Magellan Fund | - | $ 14,405,525 |
Vanguard PRIMECAP Fund | - | 9,290,285 |
Janus Advisor Balanced Fund | - | 4,974,716 |
Putnam S & P 500 Index Fund | - | 12,157,493 |
Neuberger & Berman Genesis Trust Fund | - | 7,127,622 |
Putnam Money Market Fund | - | 11,333,386 |
Energy East Corporation Stock | $ 7,940,431 | 6,662,342 |
J. P. Morgan Stable Value Fund | 9,077,097 | - |
T. Rowe Price Small Cap Value Fund | 9,643,173 | - |
Vanguard Institutional Index Fund | 35,469,209 | - |
Plan investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value during 2004 and 2003, as follows:
| | 2004 | 2003 |
| | |
Registered Investment Companies | $ 4,930,776 | $ 8,729,164 |
Common/Collective Trust | 1,292,256 | 2,772,794 |
Energy East Corporation Stock Fund | 1,254,420 | 214,647 |
| | |
| | $ 7,477,452 | $ 11,716,605 |
| | |
| | |
4. INCOME TAX STATUS
The Internal Revenue Service determined and informed the Company sponsor by letter dated February 21, 2001, that the Plan is qualified and the related trust established under the Plan is tax-exempt, under the applicable sections of the Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's management believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code.
Central Maine Power Company
Employee Savings and Investment Plan for Non-Union Employees
Notes to Financial Statements
December 31, 2004 and 2003
5. RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of registered investment companies which were managed by Putnam Fiduciary Trust Company (Putnam) through December 30, 2004 and by T. Rowe Price Retirement Plan Services (T. Rowe Price) as of December 31, 2004. Putnam was the trustee as defined by the Plan through December 30, 2004 and T. Rowe Price became the trustee as defined by the Plan through December 30, 2004; therefore, these transactions qualify as party-in-interest transactions, which are exempt from the prohibited transaction rules.
6. ADMINISTRATIVE EXPENSES
Substantially all of the administrative expenses are paid for by the Company.
Central Maine Power Company
Employee Savings and Investment Plan for Non-Union Employees
Schedule H, line 4i - Schedule of Assets (Held at End of Year)
December 31, 2004
| | Identity of Issue | Description of Investment | Current Value |
| | | |
| | | | |
| | Pimco Total Return Fund | Registered Investment Company | $ 3,344,704 |
| | Domini Social Equity Class R | Registered Investment Company | 1,275,358 |
* | T. Rowe Price Equity Income Fund | Registered Investment Company | 250,714 |
| | Fidelity Diversified International Fund | Registered Investment Company | 3,109,901 |
* | T. Rowe Price Growth Stock Fund | Registered Investment Company | 755,263 |
| | J. P. Morgan Stable Value Fund | Common/Collective Trust | 9,077,097 |
* | T. Rowe Price Retirement Income Fund | Registered Investment Company | 113,495 |
* | T. Rowe Price Retirement 2005 Fund | Registered Investment Company | 41,743 |
* | T. Rowe Price Retirement 2010 Fund | Registered Investment Company | 929,831 |
* | T. Rowe Price Retirement 2015 Fund | Registered Investment Company | 2,648,431 |
* | T. Rowe Price Retirement 2020 Fund | Registered Investment Company | 1,631,320 |
* | T. Rowe Price Retirement 2025 Fund | Registered Investment Company | 1,851,345 |
* | T. Rowe Price Retirement 2030 Fund | Registered Investment Company | 1,016,056 |
* | T. Rowe Price Retirement 2035 Fund | Registered Investment Company | 165,941 |
* | T. Rowe Price Retirement 2040 Fund | Registered Investment Company | 45,241 |
* | T. Rowe Price Small-Cap Value Fund | Registered Investment Company | 9,643,173 |
| | Vanguard Explorer | Registered Investment Company | 738,238 |
| | Vanguard Institutional Index Fund | Registered Investment Company | 35,469,209 |
* | Energy East Corporation Stock | Energy East Corporation Stock Fund | 7,940,431 |
| | Loan Fund | Participant Loans (7.25% - 10.06%) | 1,093,812 |
| | | |
| | Total assets held at end of year | | $ 81,141,303 |
| | | | |
* | Party-in-interest | | |
Central Maine Power Company
Employee Savings and Investment Plan for Non-Union Employees
Schedule H, Line 4j - Schedule of Reportable Transactions
Year Ended December 31, 2004
(a)
Identity of
Party Involved | (b)
Description of Assets
(Include Interest Rate and
Maturity in Case of Loan) | (c)
Purchase
Price | (d)
Sales
Price |
| | | |
*Putnam Investments | Putnam S&P 500 Index Fund | $ - | $ 12,115,602 |
Putnam Investments | Fidelity Magellan Fund | - | 12,666,160 |
*Putnam Investments | Janus Advisor Balanced Fund | - | 4,726,332 |
*Putnam Investments | Vanguard PRIMECAP Fund | - | 10,687,445 |
Putnam Investments | Neuberger & Berman Genesis Trust Fund | - | 9,643,172 |
*T. Rowe Price | T. Rowe Price Small-Cap Value Fund | 9,643,173 | - |
T. Rowe Price | J. P. Morgan Stable Value Fund | 9,077,097 | - |
T. Rowe Price | Vanguard Explorer | 35,469,209 | - |
(e)
Lease
Rental | (f)
Expense
Incurred with
Transaction | (g)
Cost
of Asset | (h)
Current Value
of Asset on
Transaction Date | (i)
Net Gain
or (Loss) |
| | | | |
$ - | $ - | $ - | $ 12,115,602 | $ - |
- | - | - | 12,666,160 | - |
- | - | - | 4,726,332 | - |
- | - | - | 10,687,445 | - |
- | - | - | 9,643,172 | - |
- | - | 9,643,173 | 9,643,173 | - |
- | - | 9,077,097 | 9,077,097 | - |
- | - | 35,469,209 | 35,469,209 | - |
* Indicates party-in-interest.
Note: The above transactions represent mandated purchases and sales upon the change in trustee. All other transactions were participant-directed, and thus are not presented on this schedule.
Central Maine Power Company Employee
Savings and Investment Plan for Non-Union Employees
Schedule G, Part I: Schedule of Loans or Fixed Income Obligations in Default or Classified as Uncollectible
As of December 31, 2004
(a)
Party in interest | (b)
Identity | (c)
Original amount
of loan | (f)
Unpaid balance at end of year | (g)
Description |
| | | | |
| |
Participant Loan
|
$15,580
|
$15,580
|
7.25% loan dated 1/2/04, matures 1/12/09
|
| |
Participant Loan
|
$6,000
|
$6,000
|
7.25% loan dated 1/2/04, matures 1/22/07
|
| |
Participant Loan
|
$6,100
|
$6,100
|
7.25% loan dated 8/28/02, matures 8/31/07
|
