EXHIBIT 99-2 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1996 New York State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid Employees -------------------------------------------------------- (Full title of the plan) New York State Electric & Gas Corporation -------------------------------------------------------- (Name of issuer of the securities held pursuant to the plan) P. O. Box 3287, Ithaca, New York 14852-3287 -------------------------------------------------------- (Address of principal executive office) REQUIRED INFORMATION The Tax Deferred Savings Plan for Hourly Paid 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 and schedules of the Plan for the two fiscal years ended December 31, 1996 and 1995, 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 Tax Deferred Savings Plan for Hourly Paid Employees has duly caused this Annual Report to be signed by the undersigned hereunto duly authorized. New York State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid Employees By Richard R. Benson March 14, 1997 Richard R. Benson Committee Member By Gerald E. Putman March 14, 1997 Gerald E. Putman Committee Member By Sherwood J. Rafferty March 14, 1997 Sherwood J. Rafferty Committee Member APPENDIX 1 NEW YORK STATE ELECTRIC & GAS CORPORATION TAX DEFERRED SAVINGS PLAN FOR HOURLY PAID EMPLOYEES FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995, SUPPLEMENTAL SCHEDULES AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1996 AND INDEPENDENT AUDITORS' REPORTS New York State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid Employees Year ended December 31, 1996 INDEX Reports of Independent Auditors......................................... 1 Statement of Net Assets Available for Benefits, With Fund Information--December 31, 1996...................................... 4 Statement of Net Assets Available for Benefits, With Fund Information--December 31, 1995...................................... 6 Statement of Changes in Net Assets Available for Benefits, With Fund Information--Year ended December 31, 1996...................... 8 Statement of Changes in Net Assets Available for Benefits, With Fund Information--Year ended December 31, 1995...................... 10 Notes to Financial Statements.......................................... 12 Schedule of Assets Held for Investment Purposes--December 31, 1996..... 16 Schedule of Reportable Transactions--Year ended December 31, 1996...... 17 Consents of Independent Auditors ...................................... 18 REPORT OF INDEPENDENT AUDITORS Tax Deferred Savings Plan for Hourly Paid Employees Administrative Committee New York State Electric & Gas Corporation We have audited the accompanying statements of net assets available for benefits of the New York State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid Employees as of December 31, 1996 and the related statements of changes in net assets available for benefits for the year ended December 31, 1996. 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 generally accepted auditing standards. 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 New York State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid Employees at December 31, 1996, and the changes in its net assets available for benefits for the year ended December 31, 1996, in conformity with generally accepted accounting principles. Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes as of December 31, 1996 and reportable transactions for the year ended December 31, 1996 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 Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in our audit 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 assets held for investment purposes that accompanies the Plan's financial statements does not disclose historical cost of certain plan assets held by the Plan trustee. Disclosure of this information is required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. COOPERS & LYBRAND L.L.P. New York, New York February 14, 1997 Report of Independent Auditors Tax Deferred Savings Plan for Hourly Paid Employees Administrative Committee New York State Electric & Gas Corporation We have audited the accompanying statement of net assets available for benefits of the New York State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid Employees as of December 31, 1995, and the related statement of changes in net assets available for benefits for the year then ended. 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 generally accepted auditing standards. 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 New York State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid Employees at December 31, 1995, and the changes in its net assets available for benefits for the year then ended, in conformity with generally accepted accounting principles. Ernst & Young L.L.P. Syracuse, New York April 17, 1996 New York State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid Employees Statement of Net Assets Available for Benefits, With Fund Information December 31, 1996 Fund Information ----------------------------------------------------------------------------------------- Guaranteed Capital Government Money Company Investment Appreciation Equity Obligation Market Stock Contract Fund Fund Fund Fund Fund Fund Subtotal ----------------------------------------------------------------------------------------- Assets Investments: Guaranteed investment contracts $909,182 $909,182 Common stock of New York State Electric & Gas Corporation $30,474,962 30,474,962 Other $21,069,829 $24,203,575 $2,188,125 $7,090,991 54,552,520 Loans to participants ----------------------------------------------------------------------------------------- Net assets available for benefits $21,069,829 $24,203,575 $2,188,125 $7,090,991 $30,474,962 $909,182 $85,936,664 ========================================================================================= See notes to financial statements. New York State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid Employees Statement of Net Assets Available for Benefits, With Fund Information (Continued) December 31, 1996 Fund Information ----------------------------------------------------------------------- Asset Asset Asset Subtotal Global Allocation Allocation Allocation Brought Growth Growth Balanced Conservative Loan Forward Fund Portfolio Portfolio Portfolio Fund Total ------------------------------------------------------------------------------------ Assets Investments: Guaranteed investment contracts $909,182 $909,182 Common stock of New York State Electric & Gas Corporation 30,474,962 30,474,962 Other 54,552,520 $2,346,254 $1,202,133 $1,076,226 $317,023 59,494,156 Loans to participants $3,271,689 3,271,689 ------------------------------------------------------------------------------------- Net assets available for benefits $85,936,664 $2,346,254 $1,202,133 $1,076,226 $317,023 $3,271,689 $94,149,989 ===================================================================================== See notes to financial statements. New York State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid Employees Statement of Net Assets Available for Benefits, With Fund Information December 31, 1995 Fund Information ------------------------------------------------------------------------------------------ Guaranteed Capital Government Money Company Investment Appreciation Equity Obligation Market Stock Contract Fund Fund Fund Fund Fund Fund Subtotal ------------------------------------------------------------------------------------------ Assets Investments: Guaranteed investment contracts $3,129,923 $3,129,923 Common stock of New York State Electric & Gas Corporation $37,115,333 37,115,333 Other $13,894,560 $17,371,729 $2,138,010 $4,422,847 37,827,146 Loans to participants ----------------------------------------------------------------------------------------- Net assets available for benefits $13,894,560 $17,371,729 $2,138,010 $4,422,847 $37,115,333 $3,129,923 $78,072,402 ========================================================================================= See notes to financial statements. New York State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid Employees Statement of Net Assets Available for Benefits, With Fund Information (Continued) December 31, 1995 Fund Information ----------------------------------------------------------------------- Asset Asset Asset Subtotal Global Allocation Allocation Allocation Brought Growth Growth Balanced Conservative Loan Forward Fund Portfolio Portfolio Portfolio Fund Total ------------------------------------------------------------------------------------ Assets Investments: Guaranteed investment contracts $3,129,923 $3,129,923 Common stock of New York State Electric & Gas Corporation 37,115,333 37,115,333 Other 37,827,146 $918,554 $393,831 $433,455 $172,634 39,745,620 Loans to participants $2,816,260 2,816,260 ------------------------------------------------------------------------------------- Net assets available for benefits $78,072,402 $918,554 $393,831 $433,455 $172,634 $2,816,260 $82,807,136 ===================================================================================== See notes to financial statements. New York State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid Employees Statement of Changes in Net Assets Available for Benefits, With Fund Information Year ended December 31, 1996 Fund Information ----------------------------------------------------------------------------------------- Guaranteed Capital Government Money Company Investment Appreciation Equity Obligation Market Stock Contract Fund Fund Fund Fund Fund Fund Subtotal ------------------------------------------------------------------------------------------ Additions Investment income: Net appreciation (depreciation) in fair value of investments $665,174 $2,070,273 $(57,134) $(6,182,420) $(3,504,107) Dividends: New York State Electric & Gas Corp. 2,018,810 2,018,810 Other 1,319,941 2,032,642 140,882 3,493,465 Interest on investments $314,406 $39,433 353,839 Interest on loans to participants - ---------------------------------------------------------------------------------------- 1,985,115 4,102,915 83,748 314,406 (4,163,610) 39,433 2,362,007 Contributions: Employer 1,270,641 1,270,641 Employee 2,611,340 2,157,860 316,813 691,248 2,496,687 8,273,948 Interfund transfers (net) 2,889,489 1,027,182 (311,124) 1,856,065 (5,215,922) (2,229,905) (1,984,215) ------------------------------------------------------------------------------------------ Total additions 7,485,944 7,287,957 89,437 2,861,719 (5,612,204) (2,190,472) 9,922,381 Deductions Withdrawal benefits - stock 926,667 926,667 Withdrawal benefits - cash 262,877 450,334 24,278 199,764 28,917 966,170 Transfers to Salaried Plan 35,431 (6,559) 13,256 (13,792) 57,471 1,341 87,148 Administrative fees 12,367 12,336 1,788 7,603 44,029 11 78,134 ------------------------------------------------------------------------------------------ Total deductions 310,675 456,111 39,322 193,575 1,028,167 30,269 2,058,119 ------------------------------------------------------------------------------------------ Net increase (decrease) 7,175,269 6,831,846 50,115 2,668,144 (6,640,371) (2,220,741) 7,864,262 Net assets available for benefits at beginning of year 13,894,560 17,371,729 2,138,010 4,422,847 37,115,333 3,129,923 78,072,402 ------------------------------------------------------------------------------------------ Net assets available for benefits at end of year $21,069,829 $24,203,575 $2,188,125 $7,090,991 $30,474,962 $909,182 $85,936,664 ========================================================================================== See notes to financial statements. New York State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid Employees Statement of Changes in Net Assets Available for Benefits, With Fund Information (Continued) Year Ended December 31, 1996 Fund Information ------------------------------------------------------------------------ Asset Asset Asset Subtotal Global Allocation Allocation Allocation Brought Growth Growth Balanced Conservative Loan Forward Fund Portfolio Portfolio Portfolio Fund Total --------------------------------------------------------------------------------------- Additions Investment income: Net appreciation (depreciation) in fair value of investments $(3,504,107) $73,346 $65,077 $48,385 $5,324 $(3,311,975) Dividends: New York State Electric & Gas Corp. 2,018,810 2,018,810 Other 3,493,465 163,865 61,017 72,630 17,003 3,807,980 Interest on investments 353,839 353,839 Interest on loans to participants - $233,793 233,793 -------------------------------------------------------------------------------------- 2,362,007 237,211 126,094 121,015 22,327 233,793 3,102,447 Contributions: Employer 1,270,641 1,270,641 Employee 8,273,948 425,319 185,155 175,342 42,229 9,101,993 Interfund transfers (net) (1,984,215) 791,571 500,440 356,823 100,576 234,805 -------------------------------------------------------------------------------------- Total additions 9,922,381 1,454,101 811,689 653,180 165,132 468,598 13,475,081 Deductions Withdrawal benefits - stock 926,667 926,667 Withdrawal benefits - cash 966,170 25,591 2,837 9,944 20,589 13,169 1,038,300 Transfers to Salaried Plan 87,148 (208) 86,940 Administrative fees 78,134 1,018 550 465 154 80,321 --------------------------------------------------------------------------------------- Total deductions 2,058,119 26,401 3,387 10,409 20,743 13,169 2,132,228 --------------------------------------------------------------------------------------- Net increase (decrease) 7,864,262 1,427,700 808,302 642,771 144,389 455,429 11,342,853 Net assets available for benefits at beginning of year 78,072,402 918,554 393,831 433,455 172,634 2,816,260 82,807,136 --------------------------------------------------------------------------------------- Net assets available for benefits at end of year $85,936,664 $2,346,254 $1,202,133 $1,076,226 $317,023 $3,271,689 $94,149,989 ======================================================================================= See notes to financial statements. New York State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid Employees Statement of Changes in Net Assets Available for Benefits, With Fund Information Year ended December 31, 1995 Fund Information ---------------------------------------------------------------------------------------- Guaranteed Capital Government Money Company Investment Appreciation Equity Obligation Market Stock Contract Fund Fund Fund Fund Fund Fund Subtotal ----------------------------------------------------------------------------------------- Additions Investment income: Net appreciation in fair value of investments $2,672,529 $3,141,981 $149,688 $9,446,958 $15,411,156 Dividends: New York State Electric & Gas Corp. 1,931,882 1,931,882 Other 731,094 1,096,406 135,853 $235,120 2,198,473 Interest on investments $229,574 229,574 Interest on loans to participants - ----------------------------------------------------------------------------------------- 3,403,623 4,238,387 285,541 235,120 11,378,840 229,574 19,771,085 Contributions: Employer 1,203,833 1,203,833 Employee 2,010,430 1,856,322 366,511 657,528 3,037,305 7,928,096 Interfund transfers (net) 1,362,393 844,623 (112,292) 97,996 (2,140,885) (1,035,648) (983,813) ----------------------------------------------------------------------------------------- Total additions 6,776,446 6,939,332 539,760 990,644 13,479,093 (806,074) 27,919,201 Deductions Withdrawal benefits - stock 840,410 840,410 Withdrawal benefits - cash 158,730 120,086 83,445 115,463 108,216 585,940 Transfers to Salaried Plan 19,625 67,960 5,597 13,487 122,130 3,128 231,927 Administrative fees 8,394 9,725 1,712 5,695 56,331 13,024 94,881 ----------------------------------------------------------------------------------------- Total deductions 186,749 197,771 90,754 134,645 1,018,871 124,368 1,753,158 ----------------------------------------------------------------------------------------- Net increase (decrease) 6,589,697 6,741,561 449,006 855,999 12,460,222 (930,442) 26,166,043 Net assets available for benefits at beginning of year 7,304,863 10,630,168 1,689,004 3,566,848 24,655,111 4,060,365 51,906,359 ----------------------------------------------------------------------------------------- Net assets available for benefits at end of year $13,894,560 $17,371,729 $2,138,010 $4,422,847 $37,115,333 $3,129,923 $78,072,402 ========================================================================================= See notes to financial statements. New York State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid Employees Statement of Changes in Net Assets Available for Benefits, With Fund Information (Continued) Year Ended December 31, 1995 Fund Information ------------------------------------------------------------------------ Asset Asset Asset Subtotal Global Allocation Allocation Allocation Brought Growth Growth Balanced Conservative Loan Forward Fund Portfolio Portfolio Portfolio Fund Total --------------------------------------------------------------------------------------- Additions Investment Income: Net appreciation in fair value of investments $15,411,156 $32,270 $39,772 $39,473 $5,922 $15,528,593 Dividends: New York State Electric & Gas Corp. 1,931,882 1,931,882 Other 2,198,473 48,804 16,246 22,705 7,054 2,293,282 Interest on investments 229,574 229,574 Interest on loans to participants - $175,288 175,288 --------------------------------------------------------------------------------------- 19,771,085 81,074 56,018 62,178 12,976 175,288 20,158,619 Contributions: Employer 1,203,833 1,203,833 Employee 7,928,096 274,617 100,226 136,526 24,254 8,463,719 Interfund transfers (net) (983,813) 405,793 105,107 86,143 102,090 284,680 0 --------------------------------------------------------------------------------------- Total additions 27,919,201 761,484 261,351 284,847 139,320 459,968 29,826,171 Deductions Withdrawal benefits - stock 840,410 840,410 Withdrawal benefits - cash 585,940 14,750 141 600,831 Transfers to Salaried Plan 231,927 567 13,625 15,919 262,038 Administrative fees 94,881 335 173 157 67 95,613 --------------------------------------------------------------------------------------- Total deductions 1,753,158 15,652 13,939 157 67 15,919 1,798,892 --------------------------------------------------------------------------------------- Net increase (decrease) 26,166,043 745,832 247,412 284,690 139,253 444,049 28,027,279 Net assets available for benefits at beginning of year 51,906,359 172,722 146,419 148,765 33,381 2,372,211 54,779,857 --------------------------------------------------------------------------------------- Net assets available for benefits at end of year $78,072,402 $918,554 $393,831 $433,455 $172,634 $2,816,260 $82,807,136 ======================================================================================= See notes to financial statements. New York State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid Employees Notes to Financial Statements December 31, 1996 and 1995 1. DESCRIPTION OF THE HOURLY PLAN The New York State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid Employees (the Hourly Plan) was established effective January 1, 1986 to provide for before-tax contributions in accordance with Internal Revenue Code (Code) Section 401(k). The Hourly Plan is for the exclusive benefit of New York State Electric & Gas Corporation (company) employees who are eligible to participate under the Hourly Plan provisions. 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements are prepared on an accrual basis and in conformity with generally accepted accounting principles, which require 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain amounts have been reclassified on the financial statements to conform to the 1996 presentation. Investments Investments consisting of the company's publicly traded common stock and various Putnam Investment vehicles are carried at current value using the market price at closing on the last business day of the year. Guaranteed investment contracts are valued at contract value (which approximates fair market value) which represents contributions plus interest thereon at the contract rate. The change during the period between fair value and carrying value is reflected in the statement of changes in net assets available for benefits as net appreciation (depreciation) in fair value of investments. Contributions Contributions to the Hourly Plan are allocated to participant accounts. Participants have full and immediate vesting rights in employee and employer contributions, investment earnings and other amounts allocated to their accounts. New York State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid Employees Notes to Financial Statements December 31, 1996 and 1995 2. SIGNIFICANT ACCOUNTING POLICIES (Continued) Contributions (Continued) During 1996 and 1995, an employee covered by a collective bargaining agreement was eligible for participation in the Hourly Plan generally upon completion of at least 1,000 hours of service during the 12 consecutive month period beginning on the date of employment or any anniversary thereof. Effective January 1, 1997, an employee may become a participant in the Hourly Plan as of the first day of any calendar month that commences after the completion of the employee's first 30 days of employment. Employee contributions, with certain exceptions, range from 1% to 15% of the participant's base compensation plus any overtime pay. Subject to limitations stipulated by the Code, a participant's total contribution could not exceed $9,500 per year in 1996 and $9,240 per year in 1995. During 1996 and 1995, the company contributed solely to the Company Stock Fund an amount equivalent to 25% of the participant's contributions to any fund (up to 1.5% of the participant's annual base compensation as of the first day of the year). Benefit Payments Distributions from the Equity Fund, Money Market Fund, Capital Appreciation Fund, Government Obligation Fund, Guaranteed Investment Contract Fund, Global Growth Fund and the Asset Allocation Funds are made in cash. Distributions from the Company Stock Fund are made in either whole shares of the company's common stock or in cash, as specified by the participant and subject to approval by the Hourly Plan's administrative committee. Loans Participants may, under certain circumstances, borrow against their account balances. The principal amount of the loan is subject to certain limitations as defined in the Hourly Plan document. The term of the loan may not exceed five years, and the interest rate established by the Hourly Plan's adminis- trative committee provides the Hourly Plan with a return commensurate with the interest rate charged by persons in the business of lending money for loans which would be made under similar circumstances. Interest rates range from 6.5% to 10.5%. The loan must be repaid by payroll deductions over the term of the loan. Loan payments are credited to an applicable fund based upon the participant's election. If a participant's employment terminates for any reason, the loan will become immediately due and payable. New York State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid Employees Notes to Financial Statements December 31, 1996 and 1995 2. SIGNIFICANT ACCOUNTING POLICIES (Continued) Plan Termination Although the company has not expressed any intent to terminate the Hourly Plan, it has the right to discontinue contributions at any time and terminate the Hourly Plan. In the event of termination of the Hourly Plan, the net assets of the Hourly Plan are set aside, first for payment of all Hourly Plan expenses and, second, for distribution to the participants, based upon the balances in their individual accounts. 3. INVESTMENTS Contributions by the participants are invested, at the election of the participant, in one or a combination of the following nine funds: (1) the Company Stock Fund, consisting of common stock of the company; (2) the Equity Fund, a mutual fund, consisting primarily of common stock; (3) the Money Market Fund, a mutual fund, consisting of money market instruments; (4) the Capital Appreciation Fund, a mutual fund, consisting primarily of common stock; (5) the Government Obligation Fund, a mutual fund, consisting of securities that are backed by the full faith and credit of the United States Government; (6) the Global Growth Fund, a mutual fund, consisting primarily of U.S. and international common stocks; or (7) the three Asset Allocation Funds, consisting primarily of equity and fixed income securities. Effective January 1, 1992, the Guaranteed Investment Contract Fund did not accept any new investments. Prior to November 18, 1988, the Guaranteed Investment Contract Fund consisted of investments in insurance contracts that guaranteed an effective annual rate of interest through a specified period, and effective November 18, 1988, included investments in securities and other obligations issued by any company that guaranteed an effective annual rate of interest through a specified period. 4. INCOME TAX STATUS The company has received a determination letter from the Internal Revenue Service, dated June 4, 1994, that the Hourly Plan qualifies as a tax deferred savings plan under Sections 401(a) and 401(k) of the Code. The Plan has been amended subsequent to the receipt of the latest determination letter. However, the Plan's administrator and tax counsel believe that the Plan is designed and currently being operated in compliance with the applicable requirements of the Code. 5. TRANSACTIONS WITH PARTIES-IN-INTEREST All administrative fees are paid by the participants in the Hourly Plan. Audit and legal fees are paid by the company. New York State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid Employees Notes to Financial Statements December 31, 1996 and 1995 6. UNITS OF PARTICIPATION Total number of units and net asset value per unit during the period from January 1, 1995 to December 31, 1996, by quarter, are as follows: GLOBAL ALLOCATION ALLOCATION ALLOCATION GROWTH GROWTH BALANCED CONSERVATIVE ---------------- --------------- --------------- --------------- Units $ Unit Units $ Unit Units $ Unit Units $ Unit 01/01/95 48.635 9.22 34.590 8.32 11.011 8.24 14.385 8.12 03/31/95 84.573 9.23 47.696 8.42 26.817 8.26 22.107 8.17 06/30/95 91.968 9.25 54.681 8.5 36.336 8.41 23.352 8.2 09/30/95 122.957 9.5 68.632 9.11 55.394 8.8 29.470 8.41 12/31/95 151.584 9.9 80.194 10.00 72.577 9.63 29.715 9.22 03/31/96 115.061 10.58 51.375 10.52 59.709 9.99 19.667 9.32 06/30/96 147.799 10.95 67.076 11.01 72.131 10.36 20.331 9.46 09/30/96 167.564 11.11 78.838 11.41 80.959 10.71 21.925 9.69 12/31/96 216.844 10.82 106.550 11.23 102.596 10.49 29.464 9.58 CAPITAL MONEY EQUITY GOVERNMENT APPRECIATION MARKET FUND OBLIGATIONS --------------- --------------- --------------- --------------- Units $ Unit Units $ Unit Units $ Unit Units $ Unit 01/01/95 1,290.853 11.52 3,228.868 1.00 1,347.789 12.72 216.978 12.19 03/31/95 1,365.577 12.83 4,286.385 1.00 1,312.927 10.49 220.870 13.34 06/30/95 1,336.338 10.6 4,666.584 1.00 1,389.280 12.9 225.631 13.3 09/30/95 1,408.207 10.89 4,917.421 1.00 1,438.141 13.07 222.589 13.25 12/31/95 1,548.233 15.25 4,876.371 1.00 1,539.275 16.19 235.299 13.19 03/31/96 969.930 16.19 6,456.405 1.00 1,114.522 17.05 169.630 12.79 06/30/96 1,061.344 16.81 6,268.397 1.00 1,169.993 17.46 172.589 12.61 09/30/96 1,145.709 17.55 6,553.174 1.00 1,208.239 17.87 168.490 12.63 12/31/96 1,303.300 16.12 7,090.710 1.00 1,341.891 18.02 170.548 12.83 New York State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid Employees Schedule of Assets Held for Investment Purposes December 31, 1996 Balance Held at Market Name of Issuer and Title of Issue End of Year Cost ** Value - ----------------------------------------------------------------------------- Capital Appreciation Fund *Putnam Voyager Fund 1,307,061 shares $21,069,829 Equity Fund *Putnam Fund for Growth and Income 1,343,151 shares 24,203,575 Government Obligation Fund *Putnam U.S. Government Income Trust 170,547 shares 2,188,125 Money Market Fund *Putnam Money Market Fund 7,090,991 shares 7,090,991 Global Growth Fund *Putnam Global Growth Fund 216,844 shares 2,346,254 Asset Allocation Growth Portfolio *Putnam Asset Allocation - Growth Portfolio 107,047 shares 1,202,133 Asset Allocation Balanced Portfolio *Putnam Asset Allocation - Balanced Portfolio 102,595 shares 1,076,226 Asset Allocation Conservative Portfolio *Putnam Asset Allocation Conservative Portfolio 33,092 shares 317,023 ----------- Total $59,494,156 =========== Company Stock Fund *New York State Electric & Gas Corporation common stock 1,409,247 shares $30,474,962 =========== Guaranteed Investment Contracts $909,182 $909,182 ======================= Loans to participants - interest rates from 6.5% to 10.5% $3,271,689 =========== * Denotes a party-in-interest. ** Information pertaining to the historical cost was not available from the Trustee. New York State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid Employees Schedule of Reportable Transactions Year ended December 31, 1996 Current Value of Asset on Purchase Selling Transaction Net Gain Description of Assets Price Price Date (Loss) - ------------------------------------------------------------------------------- Category (iii) - Series of transactions in excess of 5% of plan assets Company Stock Fund *New York State Electric & Gas Corporation $8,369,137 $8,369,137 Common Stock $7,292,349 7,292,349 $(1,076,788) There were no category (i), (ii), or (iv) reportable transactions during 1996. * Denotes a party-in-interest. Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-16201) pertaining to the New York State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid Employees of our report dated February 14, 1997, with respect to the financial statements and schedules of the New York State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid Employees for the year ended December 31, 1996, which report is included in this Annual Report on Form 11-K. COOPERS & LYBRAND L.L.P. New York, New York March 5, 1997 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-16201) pertaining to New York State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid Employees of our report dated April 17, 1996, with respect to the financial statements of the New York State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid Employees for the year ended December 31, 1995, which report is included in this Annual Report on Form 11-K. Ernst & Young L.L.P. Syracuse, New York February 14, 1997